MMI PRODUCTS INC, S-4, 1997-06-13

MMI PRODUCTS INC
S-4, 1997-06-13

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<PAGE> 1
As filed with the Securities and Exchange Commission on June 13, 1997
REGISTRATION NO. 333-
===============================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-4

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

MMI PRODUCTS, INC.
(Exact name of Registrant as specified in its charter)

<TABLE>
<S> <C> <C>
DELAWARE 3315 74-1622891

(State or other jurisdiction of (Primary Standard Industrial) (I.R.S. Employer Identification No.)
incorporation or organization) Classification Code Number)
</TABLE>

515 WEST GREENS ROAD, SUITE 710
HOUSTON, TEXAS 77067
(281) 876-0080
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

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

JULIUS S. BURNS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
MMI PRODUCTS, INC.
515 WEST GREENS ROAD, SUITE 710
HOUSTON, TEXAS 77067
(281) 876-0080
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

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

COPY TO:
MICHAEL A. SASLAW
BAKER & BOTTS, L.L.P.
2001 ROSS AVENUE
DALLAS, TEXAS 75201

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: As soon as practicable after this registration statement becomes
effective.

If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]

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

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
Title of each class of Proposed maximum Proposed maximum Amount of
securities to be Amount to be offering price per aggregate offering registration
registered registered Note(1) price(1) fee(1)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
11 1/4% Senior Subordinated Notes
due April 15, 2007 . . . . . $120,000,000 100% $120,000,000 $36,364
====================================================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

===============================================================================
<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED JUNE 13, 1997

PROSPECTUS

MMI PRODUCTS, INC.

OFFER TO EXCHANGE ITS SERIES B 11 1/4% SENIOR
SUBORDINATED NOTES DUE 2007 FOR ANY AND ALL OF ITS
OUTSTANDING SERIES A 11 1/4% SENIOR SUBORDINATED NOTES DUE 2007

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ,
1997, UNLESS EXTENDED.

MMI Products, Inc., a Delaware corporation, (the "Company"), hereby offers
(the "Exchange Offer"), upon the terms and conditions set forth in this
Prospectus (the "Prospectus") and the accompanying Letter of Transmittal (the
"Letter of Transmittal"), to exchange $1,000 principal amount of its Series B
11 1/4% Senior Subordinated Notes due 2007 (the "Exchange Notes"), which will
have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to a Registration Statement of which this
prospectus is a part, for each $1,000 principal amount of its outstanding
Series A 11 1/4% Senior Subordinated Notes due 2007 (the "Old Notes"), of which
$120,000,000 principal amount is outstanding. The form and terms of the
Exchange Notes are the same as the form and term of the Old Notes (which they
replace) except that the Exchange Notes will bear a Series B designation and
will have been registered under the Securities Act and, therefore, will not
bear legends restricting their transfer and will not be entitled to
registration rights or other rights under the Registration Rights Agreement (as
defined herein). See "The Exchange Offer." The Exchange Notes will evidence
the same debt as the Old Notes (which they replace) and will be issued under
and be entitled to the benefits of the Indenture (the "Indenture") dated April
16, 1997 between the Company and U.S. Trust Company of Texas, N.A., as Trustee
(the "Trustee"), governing the Old Notes. See "The Exchange Offer" and
"Description of Exchange Notes."

Interest on the Exchange Notes will be payable semi-annually in arrears on
April 15 and October 15 of each year, commencing October 15, 1997. The Exchange
Notes will mature on April 15, 2007. The Exchange Notes will be redeemable at
the option of the Company, in whole or in part, at any time on or after April
15, 2002 at the redemption prices set forth herein, plus accrued and unpaid
interest to the redemption date. Notwithstanding the foregoing, on or prior to
April 15, 2000, the Company may redeem at any time or from time to time up to
35% of the aggregate principal amount of the Exchange Notes originally issued
at a redemption price equal to 111.25% of the principal amount thereof, plus
accrued and unpaid interest and Liquidated Damages (as defined herein), if any,
thereon to the redemption date, with the net cash proceeds of one or more
Public Equity Offerings (as defined herein); provided, however, that at least
$78.0 million aggregate principal amount of Exchange Notes remains outstanding
following each such redemption. Upon the occurrence of a Change of Control (as
defined herein), the Company will be required to make an offer to repurchase
all or any part of the Exchange Notes at a price equal to 101% of the aggregate
principal amount thereof, plus accrued and unpaid interest and Liquidated
Damages, if any, thereon to the date of repurchase. See "Description of
Exchange Notes."

(Cover text continued on next page)

SEE "RISK FACTORS" ON PAGE 12 FOR A DESCRIPTION OF CERTAIN RISKS TO BE
CONSIDERED BY HOLDERS WHO TENDER THEIR NOTES IN THE EXCHANGE OFFER.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

The date of this Prospectus is June ___, 1997
<PAGE> 3
The Exchange Notes will be general unsecured obligations of the Company,
subordinated in right of payment to all existing and future Senior Indebtedness
(as defined herein) of the Company, including all obligations of the Company
under the Credit Facility (as defined herein), and senior to or pari passu with
all existing and future subordinated indebtedness of the Company. As of March
29, 1997, on a pro forma basis after giving effect to the Old Notes Offering
(as defined herein) and the use of proceeds therefrom, the Company would have
had outstanding approximately $3.7 million of Senior Indebtedness. See
"Description of Exchange Notes -- Subordination." The Indenture pursuant to
which the Exchange Notes will be issued permits the Company to incur additional
indebtedness, including Senior Indebtedness, subject to certain limitations.
See "Description of Exchange Notes -- Certain Covenants."

The Company will accept for exchange any and all Old Notes validly tendered
and not withdrawn prior to 5:00 p.m., New York time, on , 1997,
unless extended by the Company in its sole discretion (the "Expiration Date").
Notwithstanding the foregoing, the Company will not extend the Expiration Date
beyond , 1997. Tenders of Old Notes may be withdrawn at
any time prior to 5:00 p.m. on the Expiration Date. The Exchange Offer is
subject to certain customary conditions. The Old Notes were sold by the
Company on April 16, 1997 to the Initial Purchaser (as defined herein) in a
transaction not registered under the Securities Act in reliance upon an
exemption under the Securities Act. The Initial Purchaser subsequently placed
the Old Notes with qualified institutional buyers in reliance upon Rule 144A
under the Securities Act and with a limited number of institutional accredited
investors that agreed to comply with certain transfer restrictions and other
conditions. Accordingly, the Old Notes may not be reoffered, resold or
otherwise transferred in the United States unless registered under the
Securities Act or unless an applicable exemption from the registration
requirements of the Securities Act is available. The Exchange Notes are being
offered hereunder in order to satisfy the obligations of the Company under the
Registration Rights Agreement entered into by the Company in connection with
the offering of the Old Notes. See "The Exchange Offer."

Based on no-action letters issued by the staff of the Securities and
Exchange Commission (the "Commission") to third parties, the Company believes
the Exchange Notes issued pursuant to the Exchange Offer may be offered for
resale, resold and otherwise transferred by any holder thereof (other than any
such holder that is an "affiliate" of the Company within the meaning of Rule
405 under the Securities Act) without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided that such
Exchange Notes are acquired in the ordinary course of such holder's business
and such holder has no arrangement or understanding with any person to
participate in the distribution of such Exchange Notes. See "The Exchange
Offer -- Purpose and Effect of the Exchange Offer" and "The Exchange Offer --
Resale of the Exchange Notes." Each broker-dealer (a "Participating
Broker-Dealer") that receives Exchange Notes for its own account pursuant to
the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Notes. The Letter of Transmittal
states that by so acknowledging and by delivering a prospectus, a Participating
Broker-Dealer will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a Participating Broker-Dealer
as a result of market-making activities or other trading activities. The
Company has agreed that, for a period of 180 days after the Expiration Date, it
will make this Prospectus available to any Participating Broker-Dealer for use
in connection with any such resale. See "Plan of Distribution."

Holders of Old Notes not tendered and accepted in the Exchange Offer will
continue to hold such Old Notes and will be entitled to all the rights and
benefits and will be subject to the limitations applicable thereto under the
Indenture and with respect to transfer under the Securities Act. The Company
will pay all the expenses incurred by it incident to the Exchange Offer. See
"The Exchange Offer."

ii
<PAGE> 4
There has not previously been any public market for the Old Notes or the
Exchange Notes. Although the Initial Purchaser has informed the Company that
it currently intends to make a market in the Exchange Notes, it is not
obligated to do so, and any such market-making activities with respect to the
Exchange Notes may be discontinued at any time without notice. Accordingly,
the Company does not intend to list the Exchange Notes on any securities
exchange or to seek approval for quotation through any automated quotation
system.

Any Old Notes not tendered and accepted in the Exchange Offer will remain
outstanding and will be entitled to all the rights and will be subject to the
limitations applicable thereto under the Indenture. Following consummation of
the Exchange Offer, the holders of Old Notes will continue to be subject to the
existing restrictions upon transfer thereof and the Company will have no
further obligation to such holders to provide for registration under the
Securities Act of the Old Notes held by them. To the extent that Old Notes are
tendered and accepted in the Exchange Offer, a holder's ability to sell
untendered Old Notes could be adversely affected. See "Risk Factors --
Exchange Offer Procedures" and "Exchange Offer -- Consequences of Failure to
Exchange."

The Exchange Notes will be available initially only in book-entry form.
The Company expects that the Exchange Notes issued pursuant to this Exchange
Offer will be issued in the form of one or more Global Notes (as defined
herein), which will be deposited with, or on behalf of, The Depository Trust
Company (the "Depositary") and registered in its name or in the name of Cede &
Co., its nominee. Beneficial interests in a Global Note representing the
Exchange Notes will be shown on, and transfers thereof will be effected
through, records maintained by the Depositary and its participants. After the
initial issuance of the Global Notes, Exchange Notes in certificated form will
be issued in exchange for a Global Note only on the terms set forth in the
Indenture. See "Description of Exchange Notes -- Book Entry, Delivery and
Form."

THIS PROSPECTUS AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION. HOLDERS OF OLD NOTES ARE URGED TO READ THIS PROSPECTUS AND THE
RELATED LETTER OF TRANSMITTAL CAREFULLY BEFORE DECIDING WHETHER TO TENDER THEIR
OLD NOTES PURSUANT TO THE EXCHANGE OFFER.

This Prospectus, together with the Letter of Transmittal, is being sent to
all registered holders of Old Notes as of , 1997.

The Company will not receive any cash proceeds from the issuance of the
Exchange Notes offered hereby. No dealer-manager is being used in connection
with this Exchange Offer. See "Use of Proceeds" and "Plan of Distribution."

The Exchange Offer is not being made to, nor will tenders be accepted from
or on behalf of, holders of the Old Notes in any jurisdiction in which the
making of the Exchange Offer or acceptance thereof would not be in compliance
with the laws of such jurisdiction or would otherwise not be in compliance with
any provision of any applicable security law.

iii
<PAGE> 5
AVAILABLE INFORMATION

The Company has filed with the Commission a Registration Statement on Form
S-4 (the "Exchange Offer Registration Statement," which term shall encompass
all amendments, exhibits, annexes and schedules thereto) pursuant to the
Securities Act, and the rules and regulations promulgated thereunder, covering
the Exchange Notes being offered hereby. This Prospectus does not contain all
of the information set forth in the Exchange Offer Registration Statement. For
further information with respect to the Company and the Exchange Offer,
reference is made to the Exchange Offer Registration Statement. Statements
made in this Prospectus as to the contents of any contract, agreement or other
document referred to are not necessarily complete. With respect to each such
contract, agreement or other document filed as an exhibit to the Exchange Offer
Registration Statement, reference is made to the exhibit for a more complete
description of the document or matter involved, and each such statement shall
be deemed qualified in its entirety by such reference. The Exchange Offer
Registration Statement, including the exhibits thereto, can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, at the Regional Offices
of the commission at 75 Park Place, New York, New York 10007 and at
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such materials can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. Additionally, the Commission maintains a web site
(http:www.sec.gov) that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission including the Company.

As a result of the filing of the Exchange Offer Registration Statement with
the Commission, the Company will become subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith will be required to file periodic reports
and other information with the Commission. The obligation of the Company to
file periodic reports and other information with the Commission will be
suspended if the Exchange Notes are held of record by fewer than 300 holders as
of the beginning of any fiscal year of the Company other than the fiscal year
in which the Exchange Offer Registration Statement is declared effective. The
Company will nevertheless be required to continue to file reports with the
Commission if the Exchange Notes are listed on a national securities exchange.
Under the Indenture, the Company shall file with the Trustee annual, quarterly
and other reports within 15 days after it files such reports with the
Commission (or within 15 days after it would have been required to file such
reports with the Commission, in the event the Company is no longer subject to
the informational requirements of the Exchange Act). Annual reports delivered
to the Trustee and the holders of Exchange Notes will contain financial
information that has been examined and reported upon, with an opinion expressed
by an independent certified public accountant. The Company will also furnish
such other reports as may be required by law.

iv
<PAGE> 6
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

THIS PROSPECTUS INCLUDES "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF
SECTION 27A OF THE SECURITIES ACT AND SECTION 21E OF THE EXCHANGE ACT. ALL
STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACTS INCLUDED IN THIS
PROSPECTUS, INCLUDING WITHOUT LIMITATION, CERTAIN STATEMENTS UNDER THE
"PROSPECTUS SUMMARY," "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS" AND "BUSINESS," MAY CONSTITUTE
FORWARD-LOOKING STATEMENTS. ALTHOUGH THE COMPANY BELIEVES THAT THE EXPECTATIONS
REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS ARE REASONABLE, IT CAN GIVE NO
ASSURANCE THAT SUCH EXPECTATIONS WILL PROVE TO HAVE BEEN CORRECT. IMPORTANT
FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE COMPANY'S
EXPECTATIONS ("CAUTIONARY STATEMENTS") ARE DISCLOSED IN THIS PROSPECTUS,
INCLUDING WITHOUT LIMITATION IN CONJUNCTION WITH THE FORWARD-LOOKING STATEMENTS
INCLUDED IN THIS PROSPECTUS AND UNDER "RISK FACTORS." ALL SUBSEQUENT WRITTEN
AND ORAL FORWARD-LOOKING STATEMENTS ATTRIBUTABLE TO THE COMPANY OR PERSONS
ACTING ON ITS BEHALF ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THE
CAUTIONARY STATEMENTS.

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<PAGE> 7
PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more
detailed information and the Company's financial statements, including the
notes thereto, appearing elsewhere in this Prospectus. Unless the context
otherwise requires, and except as used in "Description of Exchange Notes,"
references in this Prospectus to the "Company" include the Company and any
subsidiaries of the Company that may exist in the future. All references in
this Prospectus to "fiscal year" refer to the Company's fiscal year which ends
on the Saturday closest to December 31 of that calendar year. For example,
fiscal year 1996 refers to the fiscal year ended December 28, 1996.

THE COMPANY

The Company is a leading manufacturer and distributor of products used
in the residential, commercial and infrastructure construction industries. The
Company sells its products along three principal product lines: fence, wire
mesh and concrete accessories. The Company has established leading market
positions for each of these product lines by combining efficient manufacturing,
high quality products, broad product offerings and extensive distribution
capabilities. In addition, the Company benefits from substantial raw material
purchasing efficiencies because the products in each of its three principal
product lines are produced primarily from the same raw material, steel rod. In
fiscal year 1996, the Company generated net sales of $283.4 million.

Sales of fence, wire mesh and concrete accessories accounted for
approximately 58%, 29% and 13%, respectively, of the Company's net sales in
fiscal year 1996. The Company's fence product line includes chain link fence
fabric, fittings and other related products which are manufactured and
distributed by the Company, as well as wood, vinyl, aluminum and ornamental
iron fence products which are manufactured by third parties and distributed by
the Company. The Company believes that it is the largest manufacturer of chain
link fence products in the United States and the second largest distributor of
fence products in the United States. The Company's wire mesh product line
includes various classes of wire mesh, which serve as a structural reinforcing
grid for concrete construction, including concrete pipe, roads, bridges,
runways and sewage and drainage projects. The Company believes that it is the
largest manufacturer and distributor of wire mesh products in the United
States, with a market share of approximately 29% for fiscal year 1996. The
Company's concrete accessories product line consists of over 2,000 specialized
accessories used in concrete construction, including products used to position
and install steel reinforcing bar and wire mesh reinforcing grid. The Company
believes that it is the second largest manufacturer and distributor of concrete
accessories in the United States.

The Company has developed an extensive and well positioned
distribution network, consisting of 55 Company-operated distribution centers,
located in 28 states. The Company's distribution network services over 3,900
customers, including construction contractors, fence wholesalers, industrial
manufacturers, highway construction contractors and fabricators of concrete
reinforcing bar. The Company believes that its extensive distribution network
provides a competitive advantage by allowing it to better serve its customers
through increased responsiveness and reduced freight costs. In addition to
serving customers nationwide, the Company's distribution centers and production
facilities are well positioned to serve areas of high population and
construction growth. The Company currently has manufacturing or distribution
facilities in each of the ten states with the largest projected increases in
population from 1995 through 2025.

The Company has developed a reputation in its markets as a
service-oriented, cost-efficient manufacturer of high quality products. The
Company manufactures its products at 15 principal facilities, which are
strategically located throughout the United States. The Company achieves cost
efficiencies by combining state-of-the-art and traditional production methods
to suit specific product applications, hiring and training skilled employees,
reducing materials usage and implementing standard process controls and other
productivity improvements. In addition, while the Company's manufacturing
facilities are geared primarily toward high-volume, standardized production to
promote efficiencies, many of the Company's manufacturing facilities are
capable of producing customized products in response to specific customer
requirements or applications that are unique to particular geographic regions
of the United States.

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construction industries, which historically have been less seasonal and less
cyclical than the residential construction industry. Although the Company
estimates that approximately 50% of its fence sales in fiscal year 1996 were
attributable to each of the commercial and residential construction industries,
the Company has implemented strategies designed to further increase the
percentage of its fence sales to the commercial construction industry.
Specifically, the Company is emphasizing its "authorized dealer program"
pursuant to which leading fence contractors throughout the country have agreed
to purchase at least half of their fence requirements from the Company. As a
result, the number of dealers participating in the Company's program has
increased from approximately 150 in fiscal year 1994 to approximately 300 in
fiscal year 1996. In addition, the Company's wire mesh and concrete accessories
product lines, which have been increasing as a percentage of the Company's
total net sales, are marketed primarily to the commercial and infrastructure
construction industries, rather than the residential construction industry. The
Company estimates that approximately 73% of its wire mesh sales in fiscal year
1996 were attributable to the commercial and infrastructure construction
industries (with sales to the infrastructure and commercial construction
industries representing approximately 66% and 7%, respectively). The Company
estimates that substantially all of its concrete accessories sales in fiscal
year 1996 were attributable to the commercial and infrastructure construction
industries (with sales to each of the commercial and infrastructure
construction industries representing approximately 50%). In addition, the
Company anticipates that demand for the products in its wire mesh and concrete
accessories product lines is likely to increase as the level of infrastructure
development activity increases. The Company expects spending for infrastructure
projects to continue to increase over the next decade, as major elements of the
nation's infrastructure require replacement or substantial improvement.

The Company, which was organized in 1953, was acquired by Citicorp
Venture Capital, Ltd. ("CVC") and members of the Company's management in 1986.
The Company manufactured and distributed only the fence product line until 1989
when the Company acquired the wire mesh and concrete accessories product lines.
The Company's principal executive offices are located at 515 West Greens Road,
Suite 710, Houston, Texas 77067, and its telephone number at that location is
(281) 876-0080.

BUSINESS STRATEGY

The Company intends to enhance its position as a leading national
supplier of products used in the residential, commercial and infrastructure
construction industries by pursuing the following strategies:

INTRODUCE NEW PRODUCTS. The Company intends to further expand its product
offerings in each of its primary product lines to better serve its customers
and promote customer loyalty by providing "one-stop shopping." The Company
believes that its extensive distribution network provides a platform for
introducing new products manufactured by the Company or third parties as well
as for new products that the Company acquires through acquisitions. The Company
recently expanded its concrete accessories product line to include reinforcing
bar splicing products and welded dowel assemblies. The Company also expanded
its wire mesh product line to include galvanized strand wire as a result of its
purchase of certain assets from Atlantic Steel Industries, Inc. ("Atlantic
Steel") in July 1996. In addition, the Company expanded its fence product line
to include wood, vinyl, aluminum and ornamental iron fence, which products are
manufactured by third parties and distributed by the Company. Sales of
third-party products, which represented an estimated 42% of the Company's net
sales in fiscal year 1996, allow the Company to utilize its distribution
network to increase sales and cash flow without making significant capital
investments.

BROADEN DISTRIBUTION NETWORK. The Company intends to further expand its
extensive distribution network. Since 1989, the Company has opened or acquired
22 distribution centers for its fence product line and two distribution centers
for its concrete accessories product line. By continuing to expand its
distribution network, the Company expects to increase sales and cash flow by
accessing new regional customers and by further penetrating its existing
customer base.

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<PAGE> 9
cost of goods sold (approximately 32% in fiscal year 1996), the Company
believes that such cost savings provide a significant competitive advantage.
The Company intends to continue to capitalize on its purchasing power to take
advantage of raw material acquisition costs that it believes are lower than
industry standard.

EXPAND APPLICATIONS FOR EXISTING PRODUCTS. The Company actively develops and
markets new applications for its products. For example, the Company is
actively promoting structural wire mesh as a cost-effective alternative to
steel reinforcing bar for certain types of concrete construction, such as
roads, bridges and other heavy construction projects. Although structural mesh
has a higher initial cost to the customer than does steel reinforcing bar, the
Company believes that the overall construction cost generally is lower if
structural mesh is utilized. The Company believes that the market for
structural mesh, which offers the Company relatively high margins compared to
the Company's other wire mesh products, presents a significant growth
opportunity.

FOCUS ON INFRASTRUCTURE AND COMMERCIAL CONSTRUCTION INDUSTRIES. The Company has
positioned itself to take advantage of the anticipated increase in
infrastructure construction spending. Demand for the wire mesh and concrete
accessories product lines is dependent, to a significant extent, on
infrastructure development projects, including roads, bridges, runways and
sewage and drainage projects. Infrastructure construction spending is
anticipated to increase as major components of the nation's infrastructure are
replaced or substantially improved. In addition, the Company will continue to
focus on increasing its sales to the commercial and infrastructure construction
industries, which historically have been less seasonal and less cyclical than
the residential construction industry.

GROW THROUGH STRATEGIC ACQUISITIONS. In addition to internal growth, the
Company intends to continue to grow through strategic acquisitions. The markets
in which the Company competes have a large number of relatively small, regional
manufacturers and, consequently, offer consolidation opportunities. The Company
seeks acquisitions that broaden its distribution network, complement or extend
its existing product lines or increase its production capacity. The Company
believes that it has been able to achieve synergies in its acquisitions through
economies of scale in purchasing, manufacturing, marketing and distribution.

RECENT ACQUISITIONS

Since 1989, the Company has completed eight acquisitions, including
four since the beginning of fiscal year 1995, which have substantially
increased the Company's net sales and cash flow. Four of these acquisitions
(including 11 facilities) related to fence products, two of these acquisitions
(including four facilities) related to wire mesh and two of these acquisitions
(including two facilities) related to concrete accessories.

On March 31, 1995, the Company acquired eight distribution centers for
the fence product line from Semmerling Fence and Supply, Inc. and Pioneer Fence
& Pipe Supply, Inc. (the "Semmerling/Pioneer Acquisition"). The
Semmerling/Pioneer Acquisition strengthened the Company's market position by
adding additional distribution centers and expanding its fence product line
with the addition of a new line of vinyl coated pipe and tubing.

On July 31, 1996, the Company acquired three operating plants and
certain equipment from Atlantic Steel (the "Atlantic Steel Acquisition"). The
Atlantic Steel Acquisition broadened the Company's wire mesh distribution
network, increased the Company's wire mesh production capacity and expanded its
wire mesh product line through the addition of galvanized strand wire, which is
sold to a diversified group of manufacturers and processors of wire products.

In October 1996, the Company further broadened its distribution
network and increased its production capacity for certain wire mesh and
concrete accessories products through two acquisitions. On October 14, 1996,
the Company acquired a concrete accessories manufacturing and distribution
facility in Chicago, Illinois from Gateway Construction Company (the "Gateway
Acquisition"). The Gateway Acquisition increased the Company's production
capacity for steel reinforcing bar supports and strengthened the Company's
presence in the concrete accessories market in the Midwestern United States. In
addition, on October 31, 1996, the Company acquired a wire mesh production
facility in North Miami Beach, Florida from DSM Corporation (the "Florida Wire
Acquisition"). The Florida Wire Acquisition enhanced the

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<PAGE> 10
Company's ability to capitalize on demand for wire mesh created by the
relatively high level of construction activity in Florida and other areas of
the Southeastern United States.

RECENT DEVELOPMENTS

On April 16, 1997, the Company issued $120,000,000 aggregate principal
amount of Old Notes (the "Old Notes Offering"). The net proceeds of the Old
Notes Offering were used by the Company to (i) repay the Company's indebtedness
under the term loan portion of its senior credit facility (the "Credit
Facility") of approximately $11.4 million, (ii) reduce the Company's borrowings
under the revolving loan portion of the Credit Facility by approximately $37.7
million, (iii) repay the $10.0 million principal amount of, plus accrued and
unpaid interest on, the Company's existing senior subordinated indebtedness
(the "Mannesmann Senior Subordinated Debt") outstanding to Mannesmann Pipe &
Steel Corporation ("Mannesmann"), and (iv) distribute approximately $57.0
million to the Company's parent corporation, Merchants Metals Holding Company
("Holding") for the redemption by Holding of certain of its equity interests.

THE OLD NOTES OFFERING

Old Notes . . . . . . . . . . . . . . . The Old Notes were sold by the
Company on April 16, 1997 to
Bear, Stearns & Co. Inc. (the
"Initial Purchaser") pursuant to
a Purchase Agreement dated April
11, 1997 (the "Purchase
Agreement"). The Initial
Purchaser subsequently resold
the Old Notes to qualified
institutional buyers pursuant to
Rule 144A under the Securities
Act and to a limited number of
institutional accredited
investors that agreed to comply
with certain transfer
restrictions and other
conditions.

Registration Rights Agreement . . . . . Pursuant to the Purchase
Agreement, the Company and the
Initial Purchaser entered into a
Registration Rights Agreement
dated April 16, 1997 (the
"Registration Rights
Agreement"), which grants the
holders of the Old Notes certain
exchange and registration
rights. The Exchange Offer is
intended to satisfy such
exchange rights, which terminate
upon the consummation of the
Exchange Offer.

THE EXCHANGE OFFER

Securities Offered . . . . . . . . . . $120,000,000 aggregate principal
amount of Series B 11 1/4%
Senior Subordinated Notes due
2007 (the "Exchange Notes").

4
<PAGE> 11
The Exchange Offer . . . . . . . . . . $1,000 principal amount of the
Exchange Notes in exchange for
each $1,000 principal amount of
Old Notes. As of the date
hereof, $120,000,000 aggregate
principal amount of Old Notes
are outstanding. The Company
will issue the Exchange Notes to
holders on or promptly after the
Expiration Date.

Based on an interpretation by
the staff of the Commission set
forth in no-action letters
issued to third parties, the
Company believes that Exchange
Notes issued pursuant to the
Exchange Offer in exchange for
Old Notes may be offered for
resale, resold and otherwise
transferred by any holder
thereof (other than any such
holder which is an "affiliate"
of the Company within the
meaning of Rule 405 under the
Securities Act) without
compliance with the registration
and prospectus delivery
provisions of the Securities
Act, provided that such Exchange
Notes are acquired in the
ordinary course of such holder's
business and that such holder
does not intend to participate
and has no arrangement or
understanding with any person to
participate in the distribution
of such Exchange Notes.

Each Participating Broker-Dealer
that receives Exchange Notes for
its own account pursuant to the
Exchange Offer must acknowledge
that it will deliver a
prospectus in connection with
any resale of such Exchange
Notes. The Letter of
Transmittal states that by so
acknowledging and by delivering
a prospectus, a Participating
Broker-Dealer will not be
deemed to admit that it is an
"underwriter" within the meaning
of the Securities Act. This
Prospectus, as it may be amended
or supplemented from time to
time, may be used by a
Participating Broker-Dealer in
connection with resales of
Exchange Notes received in
exchange for Old Notes where
such Old Notes were acquired by
such Participating Broker-Dealer
as a result of market-making
activities or other trading
activities (other than a resale
of an unsold allotment from the
original sale of Old Notes). The
Company has agreed that, for a
period of 180 days after the
Exchange Offer Registration
Statement is declared effective,
it will make this Prospectus
available to any Participating
Broker-Dealer for use in
connection with any such resale.
See "Plan of Distribution."

Any holder who tenders in the
Exchange Offer with the
intention to participate, or for
the purpose of participating, in
a distribution of the Exchange
Notes could not rely on the
position of the staff of the
Commission enunciated in
no-action letters and, in the
absence of an exemption
therefrom, must comply with the
registration and prospectus
delivery requirements of the
Securities Act in connection
with any resale transaction.
Failure to comply with such
requirements in such instance
may result in such holder
incurring liability under the
Securities Act for which the
holder is not indemnified by the
Company.

Expiration Date . . . . . . . . . . . . 5:00 p.m., New York time, on
______, 1997 unless the Exchange
Offer is extended, in which case
the term "Expiration Date" means
the latest date and time to
which the Exchange Offer is
extended.

5
<PAGE> 12
Accrued Interest on the Exchange Notes
and the Old Notes . . . . . . . . . . . Each Exchange Note will bear
interest from the most recent
date to which interest has been
paid or duly provided for on the
Old Note surrendered in exchange
for such Exchange Note or, if no
interest has been paid or duly
provided for on such Old Note,
from April 16, 1997. Interest
on the Exchange Notes is payable
semi-annually on each April 15
and October 15, commencing on
October 15, 1997.

Holders of Old Notes whose Old
Notes are accepted for exchange
will not receive accrued
interest on such Old Notes for
any period from and after the
last date to which interest has
been paid or duly provided for
on the Old Notes prior to the
original issue date of the
Exchange Notes or, if no such
interest has been paid or duly
provided for, will not receive
any accrued interest on such Old
Notes, and will be deemed to
have waived, the right to
receive any interest on such Old
Notes accrued from and after the
last date to which interest has
been paid or duly provided for
on the Old Notes or, if no such
interest has been paid or duly
provided for, from and after
April 16, 1997.

Conditions to the Exchange Offer . . . The Exchange Offer is subject to
certain customary conditions,
which may be waived by the
Company. See "The Exchange
Offer -- Conditions."

Procedures for Tendering Old Notes . . Each holder of Old Notes wishing
to accept the Exchange Offer
must complete, sign and date the
accompanying Letter of
Transmittal, or a facsimile
thereof, in accordance with the
instructions contained herein
and therein, and mail or
otherwise deliver such Letter of
Transmittal, or such facsimile,
together with the Old Notes and
any other required documentation
to the Exchange Agent (as
defined herein) at the address
set forth in the Letter of
Transmittal. By executing the
Letter of Transmittal, each
holder will represent to the
Company that, among other
things, the Exchange Notes
acquired pursuant to the
Exchange Offer are being
obtained in the ordinary course
of business of the person
receiving such Exchange Notes,
whether or not such person is
the holder, that neither the
holder nor any such other person
has any arrangement or
understanding with any person to
participate in the distribution
of such Exchange Notes and that
neither the holder nor any such
other person is an "affiliate,"
as defined under Rule 405 of the
Securities Act. See "The
Exchange Offer -- Purpose and
Effect of the Exchange Offer"
and "The Exchange Offer --
Procedures for Tendering."

Untendered Old Notes . . . . . . . . . Following the consummation of
the Exchange Offer, holders of
Old Notes eligible to
participate but who do not
tender their Old Notes will not
have any further exchange rights
and such Old Notes will continue
to be subject to certain
restrictions on transfer.
Accordingly, the liquidity of
the market for such Old Notes
could be adversely affected.

6
<PAGE> 13
Consequences of Failure
to Exchange . . . . . . . . . . . . . . The Old Notes that are not
exchanged pursuant to the
Exchange Offer will remain
restricted securities.
Accordingly, such Old Notes may
be resold only (i) to the
Company, (ii) pursuant to Rule
144A or Rule 144 under the
Securities Act, (iii) pursuant
to some other exemption under
the Securities Act (and based on
an opinion of counsel, if the
Company so requests), (iv)
outside the United States to a
foreign person pursuant to the
requirements of Rule 904 under
the Securities Act, or (v)
pursuant to an effective
registration statement under the
Securities Act. See "The
Exchange Offer -- Consequences
of Failure to Exchange."

Shelf Registration Statement . . . . . In the event that (i) the
Exchange Offer is not available
to any holder or may not be
consummated because, in either
case, it would violate
applicable securities laws or
because the applicable
interpretations of the staff of
the Commission would not permit
the Company to effect the
Exchange Offer, or (ii) for any
other reason the Exchange Offer
is not consummated within 165
days after the completion of the
Old Notes Offering, the Company
will use its reasonable best
efforts to cause to be filed
with the Commission, no later
than 195 days after the
completion of the Old Notes
Offering, a shelf registration
statement (the "Shelf
Registration Statement"). The
Company will use its reasonable
best efforts to cause the Shelf
Registration Statement to be
declared effective on or before
the 75th day after the required
filing date. The Company has
agreed to maintain the
effectiveness of the Shelf
Registration Statement, under
certain circumstances, for a
maximum of two years following
the date of the completion of
the Old Notes Offering.

Special Procedures for Beneficial
Owners . . . . . . . . . . . . . . . . Any beneficial owner whose Old
Notes are registered in the name
of a broker, dealer, commercial
bank, trust company or other
nominee and who wishes to tender
should contact such registered
holder promptly and instruct
such registered holder to tender
on such beneficial owner's
behalf. If such beneficial
owner wishes to tender on such
owner's own behalf, such owner
must, prior to completing and
executing the Letter of
Transmittal and delivering its
Old Notes, either make
appropriate arrangements to
register ownership of the Old
Notes in such owner's name or
obtain a properly completed bond
power from the registered
holder. The transfer of
registered ownership may take
considerable time. The Company
will keep the Exchange Offer
open for not less than twenty
days in order to provide for the
transfer of registered
ownership.

Guaranteed Delivery Procedures . . . . Holders of Old Notes who wish to
tender their Old Notes and whose
Old Notes are not immediately
available or who cannot deliver
their Old Notes, the Letter of
Transmittal or any other
documents required by the Letter
of Transmittal to the Exchange
Agent (or comply with the
procedures for book-entry
transfer) prior to the
Expiration Date must tender
their Old Notes according to the
guaranteed delivery procedures
set forth in "The Exchange Offer
-- Guaranteed Delivery
Procedures."

Withdrawal Rights . . . . . . . . . . . Tenders may be withdrawn at any
time prior to 5:00 p.m., New
York time, on the Expiration
Date.

7
<PAGE> 14
Acceptance of Notes and Delivery of
Exchange Notes . . . . . . . . . . . . The Company will accept for
exchange, subject to the
conditions described under "The
Exchange Offer -- Conditions,"
any and all Old Notes which are
properly tendered in the
Exchange Offer prior to 5:00
p.m., New York time, on the
Expiration Date. The Exchange
Notes issued pursuant to the
Exchange Offer will be delivered
promptly following the
Expiration Date. See "The
Exchange Offer -- Terms of the
Exchange Offer."

Use of Proceeds . . . . . . . . . . . . There will be no cash proceeds
to the Company from the exchange
pursuant to the Exchange Offer.

Exchange Agent . . . . . . . . . . . . U.S. Trust Company of Texas,
N.A.

THE EXCHANGE NOTES

General . . . . . . . . . . . . . . . . The form and terms of the
Exchange Notes are the same as
the form and terms of the Old
Notes (which they replace)
except that (i) the Exchange
Notes bear a Series B
designation, (ii) the Exchange
Notes have been registered under
the Securities Act and,
therefore, will not bear legends
restricting the transfer
thereof, and (iii) the holders
of Exchange Notes will not be
entitled to certain rights under
the Registration Rights
Agreement, including the
provisions providing for an
increase in the interest rate on
the Old Notes in certain
circumstances relating to the
timing of the Exchange Offer,
which rights will terminate when
the Exchange Offer is
consummated. See "The Exchange
Offer -- Purpose and Effect of
the Exchange Offer." The
Exchange Notes will evidence the
same debt as the Old Notes and
will be entitled to the benefits
of the Indenture. See
"Description of Exchange Notes."
The Old Notes and the Exchange
Notes are referred to herein
collectively as the "Notes."

Securities Offered . . . . . . . . . . $120,000,000 aggregate principal
amount of Series B 11 1/4% Notes
due 2007 of the Company.

Maturity Date . . . . . . . . . . . . . April 15, 2007.

Interest Payment Dates . . . . . . . . Interest on the Exchange Notes
will be payable semi-annually in
arrears on April 15 and October
15 of each year, commencing
October 15, 1997.

Ranking . . . . . . . . . . . . . . . . The Exchange Notes will be
general unsecured obligations of
the Company, subordinated in
right of payment to all existing
and future Senior Indebtedness
of the Company, including
borrowings under the Credit
Facility. As of March 29, 1997,
on a pro forma basis after
giving effect to the Old Notes
Offering and the use of proceeds
therefrom, the Company would
have had outstanding
approximately $3.7 million of
Senior Indebtedness. The
Indenture permits the Company to
incur additional Indebtedness,
including Senior Indebtedness,
subject to certain limitations.
See "Capitalization,"
"Description of Exchange Notes
-- Subordination" and
"Description of Exchange Notes
-- Certain Covenants --
Limitation on Incurrence of
Indebtedness and Issuance of
Disqualified Stock."

8
<PAGE> 15
Optional Redemption . . . . . . . . . . The Exchange Notes will be
redeemable at the option of the
Company, in whole or in part, at
any time on or after April 15,
2002, at the redemption prices
set forth herein, plus accrued
and unpaid interest to the
redemption date. See
"Description of Exchange Notes
-- Optional Redemption."
Notwithstanding the foregoing,
on or prior to April 15, 2000,
the Company may redeem at any
time or from time to time up to
35% of the aggregate principal
amount of the Exchange Notes at
a redemption price equal to
111.25% of the principal amount
thereof, plus accrued and unpaid
interest to the redemption date,
with the net cash proceeds of
one or more Public Equity
Offerings; provided, however,
that at least $78.0 million in
aggregate principal amount of
Exchange Notes remains
outstanding following each such
redemption.

Change of Control . . . . . . . . . . . Upon the occurrence of a Change
of Control, the Company will be
required to make an offer to
repurchase all or any part of
the Exchange Notes at a price
equal to 101% of the principal
amount thereof, plus accrued and
unpaid interest to the date of
repurchase. See "Description of
Exchange Notes -- Repurchase at
the Option of Holders -- Change
of Control."

Certain Covenants . . . . . . . . . . . The Indenture contains certain
covenants that, among other
things, limit the ability of the
Company and any future
Restricted Subsidiaries (as
defined herein) to incur
additional Indebtedness, pay
dividends or make other
distributions, repurchase any
capital stock or subordinated
Indebtedness (as defined
herein), make certain
investments, create certain
liens, enter into certain
transactions with affiliates,
sell assets, including capital
stock of Restricted
Subsidiaries, or enter into
certain mergers and
consolidations. See "Description
of Exchange Notes -- Certain
Covenants."

For additional information regarding the Exchange Notes, see "Description of
Exchange Notes."

RISK FACTORS

Holders of the Old Notes should carefully consider the specific
matters set forth under "Risk Factors" as well as this Prospectus prior to
tendering their Old Notes in the Exchange Offer.

9
<PAGE> 16
SUMMARY FINANCIAL DATA

The following table sets forth summary historical financial data for
the Company for each of the three fiscal years in the period ended December 28,
1996 and for the three month periods ended March 30, 1996 and March 29, 1997
and summary pro forma financial data for the fiscal year ended December 28,
1996 and the three month period ended March 29, 1997. The summary historical
financial data for the three fiscal years in the period ended December 28, 1996
and the balance sheet data as of December 28, 1996 were derived from the
audited financial statements of the Company which have been audited by Ernst &
Young LLP, independent auditors. The summary historical financial information
for the three month periods ended March 30, 1996 and March 29, 1997 and the
balance sheet data as of March 29, 1997, have been derived from the unaudited
interim financial statements of the Company and include, in the opinion of the
Company, all adjustments (consisting only of normal recurring accruals)
necessary to fairly present the data for such periods. The summary pro forma
financial data below reflect adjustments to the historical financial statements
of the Company to give effect to the consummation of the Old Notes Offering and
the application of proceeds therefrom, as if each had occurred on December 31,
1995 (the beginning of fiscal year 1996). The summary pro forma financial data
are not necessarily indicative of either future results of operations or the
results that might have occurred had the transactions actually been consummated
as of December 31, 1995. This information should be read in conjunction with
the "Selected Financial Data," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the Company's financial
statements, including the notes thereto, appearing elsewhere in this
Prospectus.

<TABLE>
<CAPTION>
FISCAL YEAR THREE MONTHS ENDED
----------------------------------- --------------------------------
1994 1995(1) 1996(2) MARCH 30, 1996 MARCH 29, 1997
--------- --------- --------- -------------- --------------
(UNAUDITED)
(IN THOUSANDS, EXCEPT RATIOS)
<S> <C> <C> <C> <C> <C>
Income Statement Data:
Net sales ............................................... $ 197,617 $ 233,284 $ 283,402 $ 51,777 $ 69,587

Cost of sales ........................................... 163,473 196,123 238,439 44,182 60,426
--------- --------- --------- -------------- --------------
Gross profit ............................................ 34,144 37,161 44,963 7,595 9,161
Selling, general and administrative expenses ............ 17,098 19,196 23,143 5,368 6,315
Nonrecurring expenses -- stock options(3) ............... -- -- 3,106 -- --
Other expenses (income), net ............................ 419 166 721 (34) (42)
Interest expense ........................................ 6,237 7,395 7,429 1,774 1,502
--------- --------- --------- -------------- --------------
Income before income taxes .............................. 10,390 10,404 10,564 487 1,386
Provision for income taxes .............................. 2,878 4,058 4,227 196 554
--------- --------- --------- -------------- --------------
Net income .............................................. $ 7,512 $ 6,346 $ 6,337 $ 291 $ 832
========= ========= ========= ============== ==============

Cash Flow Data:
Net cash provided by (used in) operating activities ..... $ 11,516 $ 12,745 $ 15,491 $ (71) $ (5,216)
Net cash used in investing activities ................... (2,452) (14,741) (24,314) (250) (1,149)
Net cash provided by (used in) financing activities ..... (8,891) 3,681 6,894 (1,630) 7,084

Other Financial Data:
Adjusted EBITDA(4) ...................................... $ 19,997 $ 21,613 $ 28,047 $ 3,198 $ 4,194
Depreciation and amortization ........................... 3,370 3,814 4,448 937 1,306
Capital expenditures .................................... 2,470 2,246 3,545 268 1,158
Ratio of earnings to fixed charges(5) ................... 2.5x 2.3x 2.3x 1.3x 1.8x

Pro Forma Financial Data:
Cash interest expense(6) ................................ -- -- $ 15,470 -- $ 3,633
Ratio of Adjusted EBITDA to cash interest expense(7) .... -- -- 1.8x -- --
Ratio of total long-term debt to Adjusted EBITDA(7) ..... -- -- 4.4x -- --
Ratio of earnings to fixed charges(5) ................... -- -- 1.1x -- --
</TABLE>

<TABLE>
<CAPTION>
AT MARCH 29, 1997
---------------------------------
AT DECEMBER 28, 1996 HISTORICAL AS ADJUSTED(8)
-------------------- --------------- ---------------
Balance Sheet Data: (UNAUDITED)
<S> <C> <C> <C>
Working capital ......................................... $ 33,149 $ 41,729 $ 44,129
Total assets ............................................ 135,263 146,858 150,758
Total long-term debt, including current maturities ...... 55,278 62,834 123,701
Stockholder's equity (deficit) .......................... 28,534 29,461 (27,506)
</TABLE>

10
<PAGE> 17
- ---------

(1) Includes historical results of operations of the assets acquired in
March 1995 pursuant to the Semmerling/Pioneer Acquisition for the
period from April 1, 1995 through December 30, 1995.

(2) Includes historical results of operations of the net assets acquired
pursuant to the Atlantic Steel Acquisition for the period from August
1, 1996 through December 28, 1996.

(3) In fiscal year 1996, the Company recorded nonrecurring expenses
resulting from the modification of stock options granted in previous
years as part of the Recapitalization (as defined herein) of the
Company and Holding. See Note 2 to the audited financial statements
included elsewhere in this Prospectus.

(4) Adjusted EBITDA is defined as the sum of (i) income before interest,
income taxes, depreciation and amortization, and certain nonrecurring
expenses (see footnote (3) above) ("EBITDA") and (ii) for fiscal year
1996 the contribution to EBITDA of the net assets acquired pursuant to
the Atlantic Steel Acquisition effective July 31, 1996 on a pro forma
basis as if the Atlantic Steel Acquisition had occurred on December
31, 1995 (the beginning of fiscal year 1996). The pro forma
contribution to EBITDA for the Atlantic Steel Acquisition of $2.5
million is based on actual revenues, for the first six months of
fiscal year 1996, adjusted for the Company's costs of materials and
operating costs, which was consistent with actual results for the five
months of operations since August 1, 1996. EBITDA is presented because
it is a widely accepted financial indicator of a company's ability to
service and incur debt. EBITDA should not be considered in isolation
from or as a substitute for net income or cash flow measures prepared
in accordance with generally accepted accounting principles or as a
measure of a company's profitability or liquidity.

(5) For purposes of calculating the ratio of earnings to fixed charges,
earnings represent income before income taxes plus fixed charges.
Fixed charges consist of interest expense on all indebtedness plus the
interest portion of rental expense on noncancelable leases (estimated
to be representative of an interest factor), and amortization of
deferred financing costs. For the pro forma three months ended March
29, 1997, pro forma earnings were insufficient to cover pro forma
fixed charges by approximately $873,000.

(6) Pro forma cash interest expense represents pro forma total interest
expense less $579,000 and $128,000 of amortization of deferred
financing costs for the fiscal year ended December 28, 1996 and the
three months ended March 29, 1997, respectively. Pro forma cash
interest expense has been calculated based on the 11.25% rate on the
Old Notes.

(7) The ratio for the three months ended March 29, 1997 is not presented
as the Company does not believe it is indicative of the ratio that may
be expected for the fiscal year ended January 3, 1998.

(8) Adjusted to give effect to the Old Notes Offering and the application
of the proceeds therefrom as if they had occurred on March 29, 1997.
The reduction in retained earnings results from a distribution of
approximately $57.0 million to Holding used to redeem certain of
Holding's equity interests.

11
<PAGE> 18
RISK FACTORS

Prospective investors should carefully review the information set
forth below, in addition to the other information contained in this Prospectus,
in evaluating an investment in the Exchange Notes offered hereby.

LEVERAGE

The Company is highly leveraged. As of March 29, 1997, on a pro forma
basis after giving effect to the Old Notes Offering and the use of proceeds
therefrom, the Company would have had outstanding long-term indebtedness
(including current maturities) of approximately $123.7 million and would have
had an outstanding stockholder's deficit of approximately $27.5 million. The
degree to which the Company is leveraged could have important consequences to
holders of Exchange Notes, including: (i) impairment of the Company's ability
to obtain additional financing in the future; (ii) reduction of funds available
to the Company for its operations or for capital expenditures as a result of
the dedication of a substantial portion of the Company's net cash flow from
operations to the payment of principal of and interest on the Company's
indebtedness, including indebtedness under the Exchange Notes; (iii) the
possibility of an event of default under covenants contained in the Company's
debt instruments, including the Indenture and the Credit Facility, which, if
not cured or waived, could have a material adverse effect on the Company; (iv)
a relative competitive disadvantage if the Company is substantially more
leveraged than its competitors; and (v) an inability to adjust to rapidly
changing market conditions and consequent vulnerability in the event of a
downturn in general economic conditions or its business because of the
Company's reduced financial flexibility. The Company's ability to make
scheduled payments or to refinance its indebtedness depends on its financial
and operating performance, which, in turn, is subject to prevailing economic
conditions and to financial, business and other factors beyond its control.
Although the Company's cash flow from operations has historically been
sufficient to meet its debt service obligations, there can be no assurance that
the Company's operating results will continue to be sufficient for payment of
the Company's indebtedness, including indebtedness under the Exchange Notes.
See "Capitalization" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity and Capital Resources."

SUBORDINATION OF EXCHANGE NOTES

The Exchange Notes will be general unsecured obligations of the
Company, subordinated in right of payment to all existing and future Senior
Indebtedness of the Company, including borrowings under the Company's Credit
Facility. As of March 29, 1997, on a pro forma basis after giving effect to the
Old Notes Offering and the use of proceeds therefrom, the Company would have
had outstanding Senior Indebtedness of approximately $3.7 million and
additional availability to incur Senior Indebtedness under the Credit Facility.
Subject to certain limitations, the Indenture permits the Company to incur
additional indebtedness, including Senior Indebtedness. See "Description of
Exchange Notes -- Certain Covenants -- Limitation on the Incurrence of
Indebtedness and Issuance of Disqualified Stock." In addition, the Exchange
Notes will be effectively subordinated to liabilities of the Company's
subsidiaries, if any are created or acquired in the future. As a result of the
subordination provisions contained in the Indenture, in the event of a
liquidation or insolvency of the Company, the assets of the Company will be
available to pay obligations on the Exchange Notes and any remaining Old Notes
only after all Senior Indebtedness has been paid in full, and therefore there
may not be sufficient assets remaining to pay amounts due on any or all of the
Exchange Notes then outstanding. In addition, substantially all of the assets
of the Company are pledged to secure other indebtedness of the Company. See
"Description of Exchange Notes" and "Description of Credit Facility."

RESTRICTIONS IMPOSED BY THE CREDIT FACILITY

The Credit Facility requires the Company to maintain specified
financial ratios and to meet certain financial tests. In addition, the Credit
Facility restricts, among other things, the Company's ability to incur
additional indebtedness, make acquisitions or asset dispositions, create or
incur liens on any of the Company's assets, make certain payments and dividends
or merge or consolidate. A failure to comply with the restrictions contained in
the Credit Facility could lead to an event of default thereunder, which could
result in an acceleration of such indebtedness. Such acceleration would
constitute an Event of Default (as defined herein) under the Indenture. There
can be no assurance that the Company would have sufficient resources or have
access to sufficient resources to pay its obligations under the Credit Facility
or the Exchange Notes if such indebtedness is accelerated. See "Description of
Credit Facility" and "Description of Exchange Notes."

12
<PAGE> 19
REPURCHASE OF EXCHANGE NOTES UPON CHANGE OF CONTROL

Upon the occurrence of a Change of Control, the Company will be
required to offer to repurchase all or any part of the Exchange Notes at a
price equal to 101% of the principal amount thereof, plus accrued and unpaid
interest to the date of repurchase. Certain events involving a Change of
Control may result in an event of default under the Credit Facility and other
indebtedness of the Company that may be incurred in the future. An event of
default under the Credit Facility or other future indebtedness could result in
an acceleration of such indebtedness, in which case the subordination
provisions of the Exchange Notes would require payment in full (or provision
therefor) of all Senior Indebtedness before the Company may repurchase or make
other payments in respect of the Exchange Notes. See "Description of Exchange
Notes -- Repurchase at the Option of Holders -- Change of Control,"
"Description of Exchange Notes -- Subordination" and "Description of Credit
Facility." There can be no assurance that the Company would have sufficient
resources to repurchase the Exchange Notes or pay its obligations if the
indebtedness under the Credit Facility or other future Senior Indebtedness were
accelerated upon the occurrence of a Change of Control. In addition, the Credit
Facility prohibits the Company from repurchasing any Exchange Notes at the time
of a Change of Control. There can be no assurance that the Company will be able
to obtain the consent of the lenders under the Credit Facility to enable it to
repurchase the Exchange Notes. The inability to repurchase all of the tendered
Exchange Notes would constitute an Event of Default under the Indenture. These
provisions may be deemed to have anti-takeover effects and may delay, defer or
prevent a merger, tender offer or other takeover attempt. No assurance can be
given that the terms of any future indebtedness will not contain cross default
provisions based upon Change of Control or other defaults under such debt
instruments.

FRAUDULENT CONVEYANCE

Under applicable provisions of the United States Bankruptcy Code or
comparable provisions of state fraudulent transfer or conveyance law, if the
Company, at the time it issued the Old Notes, (a) incurred such indebtedness
with the intent to hinder, delay or defraud creditors, or (b)(i) received less
than reasonably equivalent value or fair consideration for the issuance of the
Old Notes and (ii)(A) was insolvent at the time of the incurrence, (B) was
rendered insolvent by reason of such incurrence (and the application of
proceeds therefrom, including the distribution of funds to Holding from such
proceeds), (c) was engaged or was about to engage in a business or transaction
for which the assets remaining with the Company constituted unreasonably small
capital to carry on its business, or (D) intended to incur, or believed that it
would incur, debts beyond its ability to pay such debts as they mature, then,
in each such case, a court of competent jurisdiction could avoid, in whole or
in part, the Old Notes or, in the alternative, subordinate the Old Notes to
existing and future indebtedness of the Company. The measure of insolvency for
purposes of the foregoing will vary depending upon the law applied in such
case. Generally, however, the Company would be considered insolvent if the sum
of its debts, including contingent liabilities, was greater than all of its
assets at fair valuation or if the present fair saleable value of its assets
was less than the amount that would be required to pay the probable liability
on its existing debts, including contingent liabilities, as they become
absolute and matured.

The Company believes that, for purposes of the United States
Bankruptcy Code and state fraudulent transfer or conveyance laws, the Old Notes
were issued without the intent to hinder, delay or defraud creditors and for
proper purposes and in good faith, and that the Company, after the issuance of
the Old Notes and the application of proceeds therefrom, is solvent, has
sufficient capital for carrying on its business and is able to pay its debts as
they mature. There can be no assurance, however, that a court passing on such
questions would agree with the Company's view.

13
<PAGE> 20
CYCLICALITY

Demand for the Company's fence product line is heavily dependent on
the level of residential and commercial construction activity in the United
States. Construction activity is cyclical and is affected by the strength of
the general economy, by the strength of the regional economies in areas the
Company serves and by other factors beyond the Company's control, including
governmental expenditures, changes in interest rates and changes in banking and
tax laws.

Demand for the Company's wire mesh product line is substantially
dependent on infrastructure projects, including roads, bridges, runways and
sewage and drainage projects. The Company estimates that approximately 66% of
its sales of wire mesh in fiscal year 1996 was attributable to the
infrastructure construction industry. Demand for the Company's concrete
accessories product line also is dependent to a significant extent on the
infrastructure construction industry. The Company estimates that approximately
50% of its sales of concrete accessories in fiscal year 1996 was attributable
to the infrastructure construction industry. The infrastructure construction
industry is largely dependent on levels of government spending for such
projects, which in turn is subject to a variety of factors, including factors
inherent in the political process and limitations imposed by budgetary
considerations.

Demand for the Company's concrete accessories product line also is
dependent to a significant extent on the commercial construction industry. The
Company estimates that approximately 50% of its sales of concrete accessories
in fiscal year 1996 was attributable to the commercial construction industry.
Although the Company believes that the commercial construction industry is
somewhat less cyclical than the residential construction industry, the
commercial construction industry has experienced periods of sharp decline, as
evidenced by the severe decline that confronted the entire construction
industry during the early 1990s.

SEASONALITY

Sales of the Company's fence products have historically reflected
significant seasonality, with a substantial portion of the fence product line's
sales occurring in the period from mid-February through July. The Company
believes that this seasonality is significantly more pronounced in the
residential fence market than in the commercial fence market. The Company
estimates that approximately 50% of its fence product sales in fiscal year 1996
was allocable to each of the commercial and residential construction
industries. With the exception of January and February, which typically have
represented "slow" months for the wire mesh and concrete accessories product
lines, the Company's sales of wire mesh and concrete accessories have tended to
be distributed fairly evenly throughout the year. Although the Company believes
that the wire mesh and concrete accessories product lines, which focus on the
commercial and infrastructure construction industries, are less seasonal than
the fence product line even in the country's coldest regions, the Company's
wire mesh and concrete accessories product lines may exhibit somewhat more
pronounced characteristics of seasonality as the Company expands its
distribution network, through acquisitions and openings, into areas of colder
climates.

AVAILABILITY AND PRICE OF STEEL ROD

The Company's principal raw material is steel rod. The Company
purchases over 350,000 tons of steel rod annually. More than 50% of the
Company's supply of steel rod is obtained from overseas. The Company's ability
to continue to acquire steel rod from overseas on favorable terms may be
adversely affected by fluctuations in currency exchange rates, foreign taxes,
duties, tariffs, trade embargoes and other import limitations. The Company
purchases all of the steel rod that it acquires from overseas through
Mannesmann. Although the Company believes that it would be able to effectively
replace Mannesmann as a source of supply if the need were to arise, there can
be no assurance that it would be able to do so. Because steel rod comprises a
substantial portion of the Company's cost of goods sold (32% in fiscal year
1996), any increase in steel rod cost could have a significant effect on the
Company's cost of goods sold. Although the Company has in the past been able
to pass along increases in steel rod prices to its customers, there can be no
assurance that it will be successful in doing so in the future.

COMPETITION

The industries in which the Company operates are highly competitive.
The Company competes against national and regional competitors, some of whom
have substantially greater financial resources than the Company. The uniformity

14
<PAGE> 21
of products among competitors results in substantial pressure on pricing and
profit margins. While the Company believes that its purchasing power, its
nationwide distribution network and marketing capabilities and its
manufacturing efficiency allow it to competitively price the Company's
products, there can be no assurance that the Company will be able to maintain
or increase its current market share for its products or compete successfully
in the future.

ACQUISITIONS AND INTEGRATION OF ADDITIONAL BUSINESSES

The Company's ability to increase revenues and operating cash flow
over time depends, in part, on its success in consummating future acquisitions
upon satisfactory terms and integrating the acquired companies or assets into
the Company's operations. Although the Company frequently engages in
discussions with various parties regarding possible acquisitions, there can be
no assurance that acquisition opportunities will continue to be available or
that, if available, such acquisitions can be financed or consummated on terms
acceptable to the Company. In addition, future acquisitions will place
increasing demands on the Company's management and operational resources. The
Company's future performance will depend, in part, on its ability to manage
expanding operations and to adapt its operational systems to such expansions.
There can be no assurance that the Company will succeed at effectively and
profitably managing the integration of any future acquisitions. See "Business
- -- Business Strategy -- Broaden Distribution Network" and "Business -- Business
Strategy -- Grow Through Strategic Acquisitions."

INFLUENCE BY PRINCIPAL STOCKHOLDERS IN MANAGEMENT DECISIONS

All of the outstanding capital stock of the Company is owned by
Holding. More than 98% of the capital stock of Holding is owned by MMI
Products, L.L.C. ("Parent"). CVC, together with certain of its employees and
certain other persons affiliated or otherwise associated with CVC
(collectively, the "Citicorp Holders"), own common units of Parent ("Parent
Common Units") representing approximately 49% of the total voting power of all
outstanding Parent Common Units. In addition, the Parent Common Units owned
by the Citicorp Holders are convertible, at the election of the Citicorp
Holders, into another class of Parent Common Units representing approximately
84% of the total voting power of all outstanding Parent Common Units. See
"Security Ownership."

Pursuant to the limited liability company agreement of Parent (the
"Limited Liability Company Agreement"), the LLC must vote the shares of Holding
capital stock owned by the LLC in such manner as to ensure that one of the
three members of the Board of Directors of Holding is selected by CVC, one
member is the Chief Executive Officer of Holding and one member is selected
jointly by CVC and the members of Parent who are at such time executive
officers of Holding. In addition, the Limited Liability Company Agreement
provides that certain key actions on the part of Parent or any of its
subsidiaries (including the Company) require the prior consent of CVC.

As a result of such ownership in Parent and such provisions of the
Limited Liability Company Agreement, the Citicorp Holders, and CVC in
particular, exercise a significant amount of influence over the management of
the Company.

DEPENDENCE ON KEY PERSONNEL

The Company's success will depend, in large part, on the efforts,
abilities and experience of its executive officers, including Julius S. Burns,
the Company's President and Chief Executive Officer, and other key employees of
the Company. The loss of the services of one or more of such individuals could
have a material adverse effect on the Company's business. See "Management."

IMPACT OF ENVIRONMENTAL LAWS

The Company is subject to extensive and changing federal, state and
local environmental laws (including common law) and regulations ("Environmental
Laws") which govern among other things the discharge of pollutants into the air
and water as well as the handling and disposal of hazardous materials and could
impose liability for remediation costs or result in civil or criminal penalties
in cases of non-compliance. Compliance with Environmental Laws increases the
Company's costs of doing business. Additionally, Environmental Laws have been
subject to frequent change; therefore, the Company is unable to predict the
future costs or other future impact of Environmental Laws on its operations.
There can be no

15
<PAGE> 22
assurance that the Company will not incur material liability related to the
Company's operations and properties under Environmental Laws. See "Business --
Regulation -- Environmental Regulation."

LACK OF PUBLIC MARKET

Prior to the Exchange Offer, there has not been any public market for
the Old Notes. The Old Notes have not been registered under the Securities Act
and will be subject to restrictions on transferability to the extent that they
are not exchanged for Exchange Notes by holders who are entitled to participate
in the Exchange Offer. The holders of Old Notes (other than any such holder
that is an "affiliate" of the Company within the meaning of Rule 405 under the
Securities Act) who are not eligible to participate in the Exchange Offer are
entitled to certain registration rights, and the Company is required to file a
Shelf Registration Statement with respect to such Old Notes. The Exchange
Notes will constitute a new issue of securities with no established trading
market. The Exchange Notes will not be listed on any securities exchange and
the Company will not seek the admission thereof to trading in the National
Association of Securities Dealers Automated Quotation System. The Company has
been advised by the Initial Purchaser that it intends to make a market in the
Exchange Notes; however, the Initial Purchaser is not obligated to do so, and
any such market making activities may be discontinued at any time without
notice. In addition, such market making activity may be subject to the limits
imposed by the Securities Act and the Exchange Act and may be limited during
the Exchange Offer and the pendency of the Shelf Registration Statement.
Therefore, there can be no assurance that an active market for the Exchange
Notes will develop or as to liquidity of a trading market for the Exchange
Notes.

Depending on prevailing interest rates, the market for similar
securities and other factors, including the financial condition of the Company,
the Exchange Notes may trade at a discount from their principal amount.

EXCHANGE OFFER PROCEDURES

Issuance of the Exchange Notes in exchange for the Old Notes pursuant
to the Exchange Offer will be made only after a timely receipt by the Company
of such Old Notes, a properly completed and duly executed Letter of Transmittal
and all other required documents. Therefore, holders of the Old Notes desiring
to tender such Old Notes in exchange for Exchange Notes should allow sufficient
time to ensure timely delivery. The Company is under no duty to give
notification of defects or irregularities with respect to the tenders of Old
Notes for exchange. Old Notes that are not tendered or are tendered but not
accepted will, following the consummation of the Exchange Offer, continue to be
subject to the existing restrictions upon transfer thereof and, upon
consummation of the Exchange Offer, registration rights under the Registration
Rights Agreement generally will terminate. In addition, any holder of Old
Notes who tenders in the Exchange Offer for the purpose of participating in a
distribution of the Exchange Notes may be deemed to have received restricted
securities and, if so, will be required to comply with the registration and
prospectus delivery requirements of the Securities Act in connection with any
resale transactions. Each Participating Broker-Dealer that receives Exchange
Notes for its own account in exchange for Old Notes, where such Old Notes were
acquired by such Participating Broker-Dealer as a result of market-making
activities or other trading activities, must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Notes. See "Plan of
Distribution." To the extent that Old Notes are tendered and accepted in the
Exchange Offer, the trading market for untendered and tendered but unaccepted
Old Notes could be adversely affected. See "The Exchange Offer."

16
<PAGE> 23
USE OF PROCEEDS

The Company will not receive any cash proceeds from the issuance of
the Exchange Notes offered hereby. The Exchange Offer is intended to satisfy
certain of the Company's obligations under the Registration Rights Agreement.

The net proceeds to the Company from the Old Notes Offering were
approximately $116.1 million, after deducting discounts and commissions to the
Initial Purchaser and estimated offering expenses. The Company used the net
proceeds to (i) repay the Company's existing indebtedness under the term loan
portion of the Credit Facility of approximately $11.4 million, (ii) reduce the
Company's borrowings under the revolving loan portion of the Credit Facility by
approximately $37.7 million, (iii) repay the $10.0 million principal amount of,
plus accrued and unpaid interest on, the Mannesmann Senior Subordinated Debt
and (iv) distribute approximately $57.0 million to Holding for the redemption
by Holding of certain of its equity interests.

Indebtedness under the Credit Facility currently bears interest at a
floating rate (which weighted average rate was 8.53% at March 29, 1997). Prior
to the Old Notes Offering, the final maturity date of the Credit Facility was
December 12, 1999. In connection with the Old Notes Offering, the final
maturity date of the Credit Facility's revolving loan facility was extended to
December 12, 2001. See "Capitalization" and "Description of Credit Facility."

The Mannesmann Senior Subordinated Debt was terminated upon the
Company's payment thereof in full with proceeds from the Old Notes Offering.
The interest rate on the Mannesmann Senior Subordinated Debt was a floating
rate (which rate was 9.25% at March 29, 1997) and the Mannesmann Senior
Subordinated Debt was due and payable on December 13, 1999. The aggregate
principal amount of the Mannesmann Senior Subordinated Debt was increased from
$5.0 million to $10.0 million in December 1996. Proceeds from the additional
$5.0 million of Mannesmann Senior Subordinated Debt were used to repay
borrowings under the Credit Facility. See "Capitalization."

17
<PAGE> 24
CAPITALIZATION

The following table sets forth the actual cash and cash equivalents
and capitalization of the Company at March 29, 1997 and as adjusted to give
effect to the Old Notes Offering and the use of proceeds therefrom. This table
should be read in conjunction with "Use of Proceeds," "Selected Financial
Data," "Management's Discussion and Analysis of Financial Condition and Results
of Operations" and the Company's financial statements, including the notes
thereto, appearing elsewhere in this Prospectus.

<TABLE>
<CAPTION>
MARCH 29, 1997
----------------------
ACTUAL AS ADJUSTED
--------- -----------
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE
AMOUNTS)
<S> <C> <C>
Cash and cash equivalents ............................................... $ 953 $ 953
========= =========
Long-term debt, including current maturities:
Credit Facility:
Revolving credit facility(1) ....................................... $ 37,763 $ 230
Term loan facility(2) .............................................. 11,600 --
Mannesmann Senior Subordinated Debt ................................... 10,000 --
11 1/4% Notes due 2007 ................................................ -- 120,000
Capital lease obligations ............................................. 3,471 3,471
--------- ---------
Total long-term debt, including current
maturities .................................................. 62,834 123,701
Stockholder's equity (deficit):
Common stock, $1 par value; 500,000 shares authorized;
252,000 shares issued and outstanding .............................. 252 252
Additional paid-in capital ............................................ 14,695 14,695
Retained earnings (deficit)(3) ........................................ 14,514 (42,453)
--------- ---------
Total stockholder's equity (deficit) .......................... 29,461 (27,506)
--------- ---------
Total capitalization ..................................... $ 92,295 $ 96,195
========= =========
</TABLE>

- ---------

(1) As of April 15, 1997 (the day prior to the consummation of the Old
Notes Offering), the revolving credit facility had an outstanding
principal balance of $41.0 million. The increase in the amount
outstanding on such date over the amount outstanding as of March 29,
1997 was due primarily to seasonal borrowings. The Credit Facility
provides for total revolving credit facility borrowings of up to $48.5
million outstanding at any time subject to a maximum borrowing base
limit. If the Old Notes Offering had been consummated on March 29,
1997, the Company would have had available borrowing capacity of
$43.5 million under the revolving credit portion of the Credit
Facility.

(2) The principal balance of the term loan portion of the Credit Facility
as of April 15, 1997 was approximately $11.4 million, based on the
scheduled monthly mandatory principal payments of $200,000 beginning
February 1, 1997. The term loan facility was terminated with the
consummation of the Old Notes Offering and the application of proceeds
therefrom.

(3) The reduction in retained earnings results from a distribution of
approximately $57.0 million to Holding used to redeem certain of
Holding's equity interests.

18
<PAGE> 25
SELECTED FINANCIAL DATA

The following table sets forth selected historical financial data for
the Company for each of the three fiscal years in the period ended December 28,
1996 and for the three month periods ended March 30, 1996 and March 29, 1997
and selected pro forma financial data for the fiscal year ended December 28,
1996 and the three month period ended March 29, 1997. The selected historical
financial data for the three fiscal years in the period ended December 28, 1996
and the balance sheet data as of December 28, 1996 were derived from the
audited financial statements of the Company which have been audited by Ernst &
Young LLP, independent auditors. The selected historical financial
information for the three month periods ended March 30, 1996 and March 29, 1997
and the balance sheet data as of March 29, 1997, have been derived from the
unaudited interim financial statements of the Company and include, in the
opinion of the Company, all adjustments (consisting only of normal recurring
accruals) necessary to fairly present the data for such periods. The selected
pro forma financial data below reflect adjustments to the historical financial
statements of the Company to give effect to the consummation of the Old Notes
Offering and the application of proceeds therefrom, as if each had occurred on
December 31, 1995 (the beginning of fiscal year 1996). The selected pro forma
financial data are not necessarily indicative of either future results of
operations or the results that might have occurred had the transactions
actually been consummated as of December 31, 1995. This information should be
read in conjunction with the "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the Company's financial statements,
including the notes thereto, appearing elsewhere in this Prospectus.

<TABLE>
<CAPTION>
FISCAL YEAR THREE MONTHS ENDED
--------------------------------------------------------- ---------------------
MARCH 30, MARCH 29,
1992 1993 1994 1995(1) 1996(2) 1996 1997
--------- --------- --------- --------- --------- --------- ---------
(UNAUDITED)
(IN THOUSANDS, EXCEPT RATIOS)
<S> <C> <C> <C> <C> <C> <C> <C>
Income Statement Data:
Net sales ................................... $ 152,435 $ 166,731 $ 197,617 $ 233,284 $ 283,402 $ 51,777 $ 69,587
Cost of sales ............................... 129,433 141,614 163,473 196,123 238,439 44,182 60,426
--------- --------- --------- --------- --------- --------- ---------
Gross profit ................................ 23,002 25,117 34,144 37,161 44,963 7,595 9,161
Selling, general and administrative
expenses .................................. 16,168 16,397 17,098 19,196 23,143 5,368 6,315
Nonrecurring expenses(3) .................... -- 1,031 -- -- 3,106 -- --
Other expenses (income), net ................ 347 230 419 166 721 (34) (42)
Interest expense ............................ 6,923 6,144 6,237 7,395 7,429 1,774 1,502
--------- --------- --------- --------- --------- --------- ---------
Income (loss) before income taxes ........... (436) 1,315 10,390 10,404 10,564 487 1,386
Provision for income taxes .................. 120 499 2,878 4,058 4,227 196 554
--------- --------- --------- --------- --------- --------- ---------
Net income (loss) ........................... $ (556) $ 816 $ 7,512 $ 6,346 $ 6,337 $ 291 $ 832
========= ========= ========= ========= ========= ========= =========

Cash Flow Data:
Net cash provided by (used in) operating
activities ................................ $ 2,281 $ (145) $ 11,516 $ 12,745 $ 15,491 $ (71) $ (5,216)
Net cash used in investing activities ....... (1,448) (1,049) (2,452) (14,741) (24,314) (250) (1,149)
Net cash provided by (used in) financing
activities ................................ (516) 665 (8,891) 3,681 6,894 (1,630) 7,084
Other Financial Data:
Adjusted EBITDA(4) .......................... $ 9,481 $ 11,531 $ 19,997 $ 21,613 $ 28,047 $ 3,198 $ 4,194
Depreciation and amortization ............... 2,994 3,041 3,370 3,814 4,448 937 1,306
Capital expenditures ........................ 1,464 1,100 2,470 2,246 3,545 268 1,158
Cash dividends(5) ........................... 176 -- 308 -- -- -- --
Ratio of earnings to fixed charges(6) ....... -- 1.2x 2.5x 2.3x 2.3x 1.3x 1.8x

Pro Forma Financial Data:
Cash interest expense(7) .................... -- -- -- -- $ 15,470 -- $ 3,633
Ratio of Adjusted EBITDA to cash
interest expense(8) ....................... -- -- -- -- 1.8x -- --
Ratio of long-term debt to Adjusted
EBITDA(8) ................................. -- -- -- -- 4.4x -- --
Ratio of earnings to fixed charges(6) ....... -- -- -- -- 1.1x -- --
</TABLE>

19
<PAGE> 26
<TABLE>
<CAPTION>
FISCAL YEAR MARCH 29,
---------------------------------------------------- --------
1992 1993 1994 1995 1996 1997
-------- -------- -------- -------- -------- --------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Balance Sheet Data (at period end):
Working capital ............................. $ 17,831 $ 24,982 $ 29,222 $ 36,563 $ 33,149 $ 41,729
Total assets ................................ 74,434 77,058 86,498 103,856 135,263 146,858
Total long-term debt, including current
maturities ................................ 50,907 51,935 44,454 49,485 55,278 62,834
Stockholder's equity ........................ 1,240 2,056 9,260 15,606 28,534 29,461
</TABLE>

- ---------

(1) Includes historical results of operations of the assets acquired in
March 1995 pursuant to the Semmerling/Pioneer Acquisition for the
period from April 1, 1995 through December 30, 1995.

(2) Includes historical results of operations of the net assets acquired
pursuant to the Atlantic Steel Acquisition for the period from August
1, 1996 through December 28, 1996.

(3) In fiscal year 1996, the Company recorded nonrecurring expenses
resulting from the modification of stock options granted in previous
years as part of the Recapitalization of the Company and Holding. See
Note 2 to the audited financial statements included elsewhere in this
Prospectus. In fiscal year 1993, the Company recorded nonrecurring
expense of $1.0 million relating to the write-down of certain
intangible assets.

(4) Adjusted EBITDA is defined as the sum of (i) income before interest,
income taxes, depreciation and amortization, and certain nonrecurring
expenses (see footnote (3) above) ("EBITDA") and (ii) for fiscal year
1996 the contribution to EBITDA of the net assets acquired in the
Atlantic Steel Acquisition effective July 31, 1996 on a pro forma
basis as if the Atlantic Steel Acquisition had occurred on December
31, 1995 (the beginning of fiscal year 1996). The pro forma
contribution to EBITDA for the Atlantic Steel Acquisition of $2.5
million is based on actual revenues, for the first six months of
fiscal year 1996, adjusted for the Company's costs of materials and
operating costs, which was consistent with actual results for the five
months of operations since August 1, 1996. EBITDA is presented because
it is a widely accepted financial indicator of a company's ability to
service and incur debt. EBITDA should not be considered in isolation
from or as a substitute for net income or cash flow measures prepared
in accordance with generally accepted accounting principles or as a
measure of a company's profitability or liquidity.

(5) Cash dividends in fiscal years 1992 and 1994 represent amounts
required to redeem the equity interests in Holding held by former
stockholders which had received equity interests in Holding upon the
sale to the Company of certain assets acquired for the fence product
line.

(6) For purposes of calculating the ratio of earnings to fixed charges,
earnings represent income before income taxes plus fixed charges.
Fixed charges consist of interest expense on all indebtedness plus the
interest portion of rental expense on noncancelable leases (estimated
to be representative of an interest factor), and amortization of
deferred financing costs. For fiscal year 1992 and the pro forma three
months ended March 29, 1997, earnings were insufficient to cover fixed
charges by approximately $436,000 and $873,000, respectively.

(7) Pro forma cash interest expense represents pro forma total interest
expense less $579,000 and $128,000 of amortization of deferred
financing costs for the fiscal year ended December 28, 1996 and the
three months ended March 29, 1997, respectively. Pro forma cash
interest expense has been based on the 11.25% rate on the Old Notes.

(8) The ratio for the three months ended March 29, 1997 is not presented
as the Company does not believe it is indicative of the ratio that may
be expected for the fiscal year ended January 3, 1998.

20
<PAGE> 27
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

The following is an analysis of the financial condition and results of
operations of the Company. This analysis should be read in conjunction with the
Company's financial statements, including the notes thereto, appearing
elsewhere in this Prospectus.

GENERAL

Product Lines

The Company's fence product line includes chain link fence fabric,
fittings and other related products which are manufactured and distributed by
the Company, as well as wood, vinyl, aluminum and ornamental iron fence
products which are manufactured by third parties and distributed by the
Company.

The Company's wire mesh product line consists of various classes of
wire mesh, which serves as a structural reinforcing grid for concrete
construction, including concrete pipe, roads, bridges, runways and sewage and
drainage projects. As a result of the Atlantic Steel Acquisition, the Company
also produces galvanized strand wire.

The Company's concrete accessories product line consists of over 2,000
specialized accessories used in concrete construction, including products used
to position and install steel reinforcing bar and wire mesh reinforcing grid.

The following table sets forth net sales by product line for the
periods indicated:

<TABLE>
<CAPTION>
FISCAL YEAR THREE MONTHS ENDED
---------------------------------------------------- --------------------------------
1994 1995 1996 MARCH 30, 1996 MARCH 29, 1997
---------------- ---------------- ---------------- --------------- ---------------
(UNAUDITED)
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Fence ...................... $ 117.2 59.3% $ 145.0 62.1% $ 165.0 58.2% $ 30.5 58.9% $ 33.4 48.0%
Wire mesh .................. 55.9 28.3 58.0 24.9 82.9 29.3 13.6 26.2 27.9 40.1
Concrete accessories ....... 24.5 12.4 30.3 13.0 35.5 12.5 7.7 14.9 8.3 11.9
-------- ----- -------- ----- -------- ----- ------- ----- ------- -----

Net sales .................. $ 197.6 100.0% $ 233.3 100.0% $ 283.4 100.0% $ 51.8 100.0% $ 69.6 100.0%
</TABLE>

Cyclicality

The Company's products are used in the residential, commercial and
infrastructure construction industries. These industries are both cyclical and
seasonal, and changes in demand for construction services have a material
impact on the Company's sales and profitability. Except for infrastructure
construction, the entire construction industry suffered a decline from 1990
through 1991 due to the combined impact of a cyclical recession and other
factors. The Company's net sales decreased 11.4% from $154.4 million in fiscal
year 1989 to $136.8 million in fiscal year 1991 and EBITDA declined 23.3% from
$12.6 million in fiscal year 1989 to $9.7 million in fiscal year 1991. The
Company's decline in net sales and EBITDA during this period was exacerbated by
management changes and a reorganization of the Company's operations. Despite
this downturn, the Company continued its ongoing strategy of acquiring smaller
competitors who were unable to withstand the downturn, especially in the fence
business. In addition to these acquisitions, the Company opened distribution
centers in new geographic markets. In 1992, the construction industry began to
recover and the Company's financial performance began to improve.

Although the Company believes that another cyclical downturn is
inevitable, the Company has implemented strategies which it believes will
mitigate the impact of any such downturn on its future operating results and
liquidity. First,

21
<PAGE> 28
the Company has increased its focus on products used in the commercial and
infrastructure construction industries, which historically have been less
cyclical than the residential construction industry. Second, the Company has
positioned its wire mesh and concrete accessories product lines to benefit from
anticipated increases in infrastructure spending. Third, the Company has
expanded its distribution network to serve diverse areas of high population and
construction growth, as well as to limit the effects of any regional economic
downturns.

Certain Acquisitions

On March 31, 1995, the Company strengthened its market position by
adding eight additional fence distribution centers and expanding its fence
product line with the addition of a new line of vinyl coated pipe and tubing
pursuant to the Semmerling/Pioneer Acquisition. The Semmerling/Pioneer
Acquisition contributed $21.3 million to the Company's net sales of fence
products for the nine month period ended December 30, 1995 and resulted in
increased sales to customers in locations served by pre-existing Company
distribution centers. In fiscal year 1996, the Company's fence sales benefited
from the inclusion of the Semmerling/Pioneer Acquisition for a full 12 months.
The Midwestern markets served by the distribution centers acquired in the
Semmerling/Pioneer Acquisition, together with the Company's existing
distribution centers in the Midwestern United States contributed $11.1 million
to the fence product line's $20.0 million increase in net sales in fiscal year
1996.

On July 31, 1996, the Company broadened its wire mesh distribution
network, increased its wire mesh production capacity and expanded its wire mesh
product line pursuant to the Atlantic Steel Acquisition, whereby the Company
acquired operating plants in Baltimore, Maryland, Tampa, Florida and Oregon,
Ohio, along with certain equipment. The Atlantic Steel Acquisition
significantly increased the Company's wire mesh production capacity and
expanded its wire mesh product line through the addition of galvanized strand
wire, which is sold to a diversified group of manufacturers and processors of
wire products. The Atlantic Steel Acquisition contributed $25.3 million of net
sales in fiscal year 1996.

The following table sets forth certain operating results as a
percentage of net sales for the periods indicated:

<TABLE>
<CAPTION>
FISCAL YEAR THREE MONTHS ENDED
----------------------- ------------------------------
1994 1995 1996 MARCH 30,1996 MARCH 29, 1997
----- ----- ----- ------------- --------------
(UNAUDITED)
(PERCENTAGE OF NET SALES)
<S> <C> <C> <C> <C> <C>
Net sales ......................................... 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of sales ..................................... 82.7 84.1 84.1 85.3 86.8
----- ----- ----- ----- -----
Gross profit ...................................... 17.3 15.9 15.9 14.7 13.2
Selling, general and administrative (SG&A)
expenses......................................... 8.7 8.2 8.2 10.4 9.1
Nonrecurring expenses -- stock options ............ -- -- 1.1 -- --
Other expenses, net ............................... 0.2 0.1 0.3 (0.1) (0.1)
----- ----- ----- ----- -----
Income before interest expense and income taxes ... 8.4 7.6 6.3 4.4 4.2
Interest expense .................................. 3.1 3.2 2.6 3.4 2.2
----- ----- ----- ----- -----
Income before income taxes ........................ 5.3 4.4 3.7 1.0 2.0
Provision for income taxes ........................ 1.5 1.7 1.5 0.4 0.8
----- ----- ----- ----- -----
Net income ........................................ 3.8% 2.7% 2.2% 0.6% 1.2%
===== ===== ===== ===== =====
EBITDA margin(1) .................................. 10.1% 9.3% 9.0%(2) 6.2% 6.0%
</TABLE>

- ---------

(1) EBITDA is a widely accepted financial indicator of a company's ability
to service and incur debt. EBITDA should not be considered in
isolation from or as a substitute for net income or cash flow measures
prepared in accordance with generally accepted accounting principles
or as a measure of a company's profitability or liquidity. EBITDA
margin is defined as (i) the sum of income before interest, income
taxes, depreciation and amortization, and nonrecurring expenses,
divided by (ii) net sales.

(2) EBITDA margin for fiscal year 1996 excludes the pro forma effect of
the Atlantic Steel Acquisition for months preceding the date of
acquisition.

22
<PAGE> 29
COMPARISON OF THREE MONTHS ENDED MARCH 29, 1997 AND MARCH 30, 1996

Net Sales. Net sales increased 34% or $17.8 million in the first
quarter of fiscal year 1997 over the first quarter of fiscal year 1996.
Approximately 81% or $14.4 million of the fiscal year 1997 sales increase is
attributable to the Atlantic Steel Acquisition which occurred on July 31, 1996
and the Florida Wire and Gateway Acquisitions, which occurred in the fourth
quarter of fiscal year 1996. The remaining increase of approximately $3.4
million resulted from increased sales activity in wood and vinyl fence systems
and bulk sales of tubing.

Gross Profit. Gross profit in the first quarter of fiscal year 1997
increased approximately $1.6 million, or 21%, over the first quarter of fiscal
year 1996 due to the increase in net sales. Gross margin percentages declined
by approximately 1.5% due primarily to increased sales in lower margin mesh
products as a result of the Atlantic Steel and Florida Wire Acquisitions. Also
contributing to the lower gross margin percentages were start-up costs of a new
concrete accessories product line manufacturing facility placed into operation
during the first quarter of fiscal year 1997.

SG&A Expenses. Selling, general and administrative expenses increased
approximately $1.0 million but declined as a percentage of net sales during the
first quarter of fiscal year 1997 from 9% as compared to 10% in the first
quarter of fiscal year 1996. The gross margin percentage decline due to the
Atlantic Steel and Florida Wire Acquisitions was offset by the relatively low
levels of selling expense required for these mesh and wire products which are
generally sold in truckload quantities direct from the manufacturing plant to
the customer. No distribution center sales force is required for mesh and wire
products as is required in the fence and concrete accessories product lines.

Interest Expense. Interest expense declined $272,000, or 15%, during
the first quarter of fiscal year 1997 as compared to the first quarter of
fiscal year 1996. Although borrowing levels were higher during the first
quarter of fiscal year 1997 than in fiscal year 1996 as a result of acquisition
activity in the latter part of fiscal year 1996, these increases were more than
offset by: (a) lower rates and administrative fees under the Credit Facility;
(b) redemption in December 1996 of subordinated notes payable to affiliates of
$14.8 million that incurred interest at an average rate of 13.5% in 1996; and
(c) reduction in interest for inventory purchases financed by a supplier.

Net Income. Net income increased 186% in the first quarter of fiscal
year 1997 to $832,000, up $541,000 over the first quarter of fiscal year 1996.
The improvement was due primarily to increased sales and gross profits of mesh
products, the introduction of galvanized wire and steeltex mesh sales resulting
from the Atlantic Steel Acquisition in fiscal year 1996, and lower interest
expense.

EBITDA. EBITDA is widely accepted financial indicator of a company's
ability to service and incur debt. The Company's EBITDA for the first quarter
of fiscal year 1997 and fiscal year 1996 was $4.2 million and $3.2 million,
respectively. The increase in EBITDA is primarily due to higher net income and
an increase of almost $400,000 in depreciation and amortization expenses
primarily as a result of fiscal year 1996 asset acquisitions. EBITDA should
not be considered in isolation from or as a substitute for net income or cash
flow measures prepared in accordance with generally accepted accounting
principles or as a measure of a company's profitability or liquidity. EBITDA
is defined as the sum of income before interest, income taxes, depreciation and
amortization, and non-recurring expenses.

COMPARISON OF FISCAL YEARS ENDED DECEMBER 28, 1996 AND DECEMBER 30, 1995

Net Sales. The Company's net sales increased to $283.4 million in
fiscal year 1996, an increase of $50.1 million, or 21.5%, over fiscal year
1995. The wire mesh product line, which contributed $24.9 million of the
increase, benefitted from the Atlantic Steel Acquisition, which added $25.3
million of net sales in fiscal year 1996, and new business. Partially
offsetting these increases was the mid-year loss of a customer due to price
competition. The fence product line, which contributed $20.0 million of the
total net sales increase, benefitted in fiscal year 1996 from the full twelve
month impact of the Semmerling/Pioneer Acquisition. The fence product line also
benefitted from the opening of a new fence distribution center in Raleigh,
North Carolina and Olympics-related construction activity in the Atlanta,
Georgia area. The concrete accessories product line, which contributed $5.2
million of the increase in net sales, benefitted primarily from continued
increases in sales of paving products and the opening of three new distribution
centers.

23
<PAGE> 30
Gross Profit. The Company's gross profit increased to $45.0 million in
fiscal year 1996, an increase of $7.8 million, or 21.0%, over fiscal year 1995.
Gross profit margin was 15.9% in both years. The increase in gross profit was
primarily related to higher sales volume. The Atlantic Steel Acquisition
contributed $2.9 million of the gross profit increase for the five months of
operations included in fiscal year 1996. The fence product line contributed
$2.7 million of the gross profit increase, $1.7 million of which was from
Midwestern distribution centers benefiting from a full 12 months impact of the
Semmerling/Pioneer Acquisition.

SG&A Expenses. The Company's SG&A expenses increased to $23.1 million
in fiscal year 1996, an increase of $3.9 million, or 20.6%, from fiscal year
1995. SG&A expense as a percentage of net sales did not change in fiscal year
1996 versus fiscal year 1995. Acquisitions and openings of new distribution
centers across all product lines contributed to the increase as well as higher
provisions for uncollectible accounts receivable and incentive compensation
expense as compared to fiscal year 1995.

Nonrecurring Expenses -- Stock Options. During fiscal year 1996, the
Company incurred certain nonrecurring expenses relating to Holding stock
options granted in previous years to employees and a supplier of the Company.
The aggregate effect of these expenses was $3.1 million (see Note 2 to the
financial statements included elsewhere in this Offering Memorandum).

Other Expenses, Net. Other expenses, net, increased $0.6 million in
fiscal year 1996 to $0.7 million as compared to fiscal year 1995. Approximately
$0.3 million of the increase was due to net gains of $0.1 million on disposals
of fixed assets in fiscal year 1995 compared to net losses on disposals of $0.2
million in fiscal year 1996. Charges relating to closure of a concrete
accessories manufacturing facility during fiscal year 1996 and tornado damage
at a wire mesh facility, contributed $0.2 million to the increase.

Interest Expense. Interest expense was $7.4 million in both fiscal
year 1996 and fiscal year 1995. In fiscal year 1996, the Company's interest
expense decreased due to the repayment of deferred interest on subordinated
debt obligations (the deferral of interest payments had previously resulted in
higher rates) and lower rates on the Company's revolving loan portion of its
Credit Facility. These reductions were offset by the Company's higher level of
debt which increased primarily to finance acquisitions.

Provision for Income Taxes. The Company's effective tax rate in fiscal
year 1996 of 40% was one percentage point higher than the rate for fiscal year
1995 as a result of the Company being subject to a higher statutory federal
income tax rate and the expansion of operations in states with higher effective
income tax rates.

Net Income. Net income was $6.3 million in both fiscal year 1996 and
fiscal year 1995. Higher income was offset primarily by the $3.1 million of
nonrecurring expenses ($1.9 million net of tax) relating to Holding stock
options.

EBITDA. The Company's EBITDA of $25.5 million for fiscal year 1996 was
$3.9 million or 18.2% higher than the $21.6 million in EBITDA for fiscal year
1995. EBITDA contributed by the Atlantic Steel Acquisition in fiscal year 1996
was $2.5 million. EBITDA margin decreased to 9.0% from 9.3%. The decrease in
EBITDA margin was due primarily to the increase in other expenses, as discussed
above.

COMPARISON OF FISCAL YEARS ENDED DECEMBER 30, 1995 AND DECEMBER 31, 1994

Net Sales. Net sales increased to $233.3 million in fiscal year 1995,
an increase of $35.7 million, or 18.0%, over fiscal year 1994. The fence
product line contributed $27.8 million to the increase. The eight fence
distribution centers acquired in the Semmerling/Pioneer Acquisition contributed
$21.3 million to this increase. The concrete accessories product line
contributed $5.8 million to the increase in net sales due primarily to
increased concrete construction activity, increased sales of concrete paving
products, and price increases. Net sales of wire mesh increased $2.1 million,
or 3.8%, in fiscal year 1995 compared to fiscal year 1994.

Gross Profit. The Company's gross profit increased to $37.2 million in
fiscal year 1995, an increase of $3.0 million or 8.8% over fiscal year 1994,
due to higher sales volumes and price increases from the concrete accessories
product line. Gross profit margin decreased to 15.9% in fiscal year 1995 from
17.3% in fiscal year 1994, due primarily to unusually low

24
<PAGE> 31
raw material costs in fiscal year 1994 (steel rod acceptable for producing
non-critical wire mesh products was acquired at below market prices) and the
addition in 1995 of fixed costs for the fence distribution centers and vinyl
coating operation acquired pursuant to the Semmerling/Pioneer Acquisition,
without an immediate corresponding increase in net sales.

SG&A Expenses. SG&A expenses increased to $19.2 million in fiscal year
1995, an increase of $2.1 million or 12.3% over fiscal year 1994, due primarily
to the increased sales force for the distribution centers acquired in the
Semmerling/Pioneer Acquisition, and the amortization of intangibles relating to
that acquisition. SG&A expense as a percentage of net sales decreased to 8.2%
in fiscal year 1995 from 8.7% in fiscal year 1994. A decrease in the provision
for incentive compensation coupled with consolidation efficiencies in financial
and administrative functions relating to the Semmerling/Pioneer Acquisition
accounted for the majority of the improvement. Minimal additional financial and
administrative expense was incurred in fiscal year 1995 despite revenue growth
of $35.7 million over fiscal year 1994.

Interest Expense. Interest expense increased from $6.2 million in
fiscal year 1994 to $7.4 million in fiscal year 1995 due primarily to the
financing of higher levels of raw material purchases, other working capital
needs and the Semmerling/Pioneer Acquisition.

Provision for Income Taxes. Although income before income taxes in
both fiscal years 1995 and 1994 was $10.4 million, the provision for income
taxes increased to $4.1 million (an effective tax rate of 39.0%) in fiscal year
1995, an increase of $1.2 million over fiscal year 1994. The fiscal year 1994
provision of $2.9 million (an effective tax rate of 27.7%) benefited from the
carry forward of net operating losses from previous years. No further
significant carry forwards were available for the fiscal year 1995 provision.

Net Income. The Company's net income of $6.3 million in fiscal year
1995 decreased $1.2 million or 15.5% from $7.5 million for fiscal year 1994.
The decrease was primarily the result of unusually high fiscal year 1994 gross
profits, and net operating loss carry forwards no longer being available to
reduce the fiscal year 1995 income tax provision.

EBITDA. The Company's EBITDA of $21.6 million for fiscal year 1995
increased $1.6 million or 8.1% over the $20.0 million in EBITDA for fiscal year
1994. EBITDA margin decreased to 9.3% from 10.1%. The increase in EBITDA and
the decrease in EBITDA margin resulted from the combination of the factors
described above.

LIQUIDITY AND CAPITAL RESOURCES

The Company's primary cash needs have historically been for operating
expenses, working capital, interest payments, capital expenditures for ongoing
operations and business acquisitions. In fiscal year 1996, the Company's
primary sources of capital to finance such needs included bank borrowings and
cash flow from operations. In addition, in fiscal year 1996, the Company repaid
$14.8 million of subordinated notes payable primarily to affiliates, plus
accrued interest. To finance the repayment (i) Holding made a capital
contribution to the Company of approximately $3.5 million in cash and loaned
the Company approximately $5.8 million and (ii) the Company borrowed an
additional $5.0 million of Mannesmann Senior Subordinated Debt and an
additional $1.0 million of bank debt.

During the first quarter of 1997, $5.2 million of cash was used for
operating expenses and working capital as compared to $71,000 in the comparable
period of 1996. The first quarter 1997 increase in accounts receivable
decreased cash flow from operations by almost $2.2 million more than the first
quarter of 1996 due to higher sales levels primarily as a result of the
Atlantic Steel Acquisition. Additional cash of $2.3 million was also utilized
during the first quarter of 1997 to redeem certain equity interests in Holding.
Capital expenditures increased in the first quarter of 1997 over the comparable
1996 period due primarily to investments in leasehold improvements and
equipment for a new concrete accessories product line manufacturing facility.
Investments in capital equipment during the three months ended March 30, 1996
and March 29, 1997 were $0.3 million and $1.2 million, respectively. Funds for
operating and investing activities were provided during the first quarter of
1997 through the Credit Facility.

Net cash provided by operating activities in fiscal year 1996 was
$15.5 million as compared to $12.7 million in fiscal year 1995. The increase of
$2.8 million was due primarily to increased fiscal year 1996 income after
excluding non-cash charges of $3.1 million ($1.9 million net of tax) relating
to stock options. Cash provided by operating activities

25
<PAGE> 32
increased from $11.5 million in fiscal year 1994 to $12.7 million in fiscal
year 1995 due primarily to working capital reductions in fiscal year 1995
compared to working capital increases in fiscal year 1994.

The Company invested $2.5 million, $2.2 million and $3.5 million in
capital expenditures during fiscal years 1994, 1995, and 1996, respectively.
When the value of equipment acquired under capital lease obligations is
included, the total investment in each of the three fiscal years was $3.6
million, $3.5 million and $5.0 million, respectively. The Company's capital
expenditures generally relate to the replacement or refurbishment of machinery
and equipment. Approximately $4.0 million of fiscal year 1997 budgeted capital
expenditures of $5.4 million reflects replacement and refurbishment
expenditures. The remaining $1.4 million is primarily for the expansion of wire
mesh product line manufacturing capabilities.

The Company has pursued and intends to continue to pursue a strategy
of business acquisitions that will broaden its distribution network, complement
or extend its existing product lines or increase its production capacity. Such
acquisitions utilized cash of $20.9 million and $13.7 million in fiscal year
1996 and fiscal year 1995, respectively.

The Company expects that anticipated cash flows from operations (net
of increased interest costs) and the incurrence of additional lease obligations
will, absent acquisitions, result in minimal, if any, borrowings under the
Company's revolving loan portion of its Credit Facility for the foreseeable
future. The revolving loan portion of the Company's Credit Facility is also
expected to be available to finance future acquisitions. It is possible that,
depending upon the Company's future operating cash flows and the size of
potential acquisitions, the Company will seek additional sources of financing
subject to limitations set forth in the Indenture.

EFFECT OF INFLATION

The impact of inflation on the Company's operations has not been
significant in recent years. There can be no assurance, however, that a high
rate of inflation in the future will not have an adverse effect on the
Company's operating results.

SEASONALITY

Sales of the Company's products in the fence product line have
historically reflected significant elements of seasonality with a substantial
portion of the Company's fence product line sales occurring in the period from
mid- February through July. Fence sales can remain strong into the early autumn
if weather conditions remain favorable. With the exception of January and
February, which typically have represented "slow" months for the wire mesh and
concrete accessories product lines, the Company's sales for wire mesh and
concrete accessories have tended to be distributed fairly evenly throughout the
year. Although the Company believes that the wire mesh and concrete accessories
businesses, which focus on the commercial and infrastructure construction
industries, are less seasonal than the fence business even in the country's
coldest regions, the Company's wire mesh and concrete accessories product lines
may exhibit somewhat more pronounced characteristics of seasonality as the
Company expands its distribution network, through acquisitions and openings
into areas of colder climates in an effort to further expand its distribution
network.

26
<PAGE> 33
BUSINESS

GENERAL

Demand for the Company's products is subject to trends in the
residential, commercial and infrastructure construction industries. The Company
is increasing its focus on products used in the commercial and infrastructure
construction industries, which historically have been less seasonal and less
cyclical than the residential construction industry. Although the Company
estimates that approximately 50% of its fence sales in fiscal year 1996 were
attributable to each of the commercial and residential construction industries,
the Company has implemented strategies designed to further increase the
percentage of its fence sales to the commercial construction industry.
Specifically, the Company is emphasizing its "authorized dealer program"
pursuant to which leading fence contractors throughout the country have agreed
to purchase at least half of their fence requirements from the Company. As a
result, the number of dealers participating in the Company's program has
increased from approximately 150 in fiscal year 1994 to approximately 300 in
fiscal year 1996. In addition, the Company's wire mesh and concrete accessories
product lines, which have been increasing as a percentage of the Company's
total net sales, are marketed primarily to the commercial and infrastructure

27
<PAGE> 34
construction industries, rather than the residential construction industry. The
Company estimates that approximately 73% of its wire mesh sales in fiscal year
1996 was attributable to the commercial and infrastructure construction
industries (with sales to the infrastructure and commercial construction
industries representing approximately 66% and 7%, respectively). The Company
estimates that substantially all of its concrete accessories sales in fiscal
year 1996 were attributable to the commercial and infrastructure construction
industries (with sales to each of the commercial and infrastructure
construction industries representing approximately 50%). In addition, the
Company anticipates that demand for the products in its wire mesh and concrete
accessories product lines is likely to increase as the level of infrastructure
development activity increases. The Company expects spending for infrastructure
projects to continue to increase over the next decade, as major elements of the
nation's infrastructure require replacement or substantial improvement.

BACKGROUND

The Company, which was organized in 1953, was acquired by CVC and
members of the Company's management in 1986. The Company's products consisted
solely of the fence product line until 1989 when the Company acquired the wire
mesh and concrete accessories lines. Since 1989, the Company has grown through
strategic acquisitions to become a leading national supplier of construction
related products.

BUSINESS STRATEGY

INTRODUCE NEW PRODUCTS. The Company intends to further expand its product
offerings in each of its primary product lines to better serve its customers
and promote customer loyalty by providing "one-stop shopping." The Company
believes that its extensive distribution network provides a platform for
introducing new products manufactured by the Company or third parties as well
as for new products that the Company acquires through acquisitions. The Company
recently expanded its concrete accessories product line to include reinforcing
bar splicing products and welded dowel assemblies. The Company also expanded
its wire mesh product line to include galvanized strand wire as a result of its
purchase of certain assets from Atlantic Steel in July 1996. In addition, the
Company expanded its fence product line to include wood, vinyl, aluminum and
ornamental iron fence, which products are manufactured by third parties and
distributed by the Company. Sales of third-party products, which represented
an estimated 42% of the Company's net sales in fiscal year 1996, allow the
Company to utilize its distribution network to increase sales and cash flow
without making significant capital investments.

CAPITALIZE ON RAW MATERIALS PURCHASING POWER. The Company benefits from
significant raw material purchasing economies since all of the products that it
manufactures are produced primarily from steel rod. The Company is able to buy
raw material in significantly larger quantities than would be the case if each
of the Company's product lines were part of separate stand-alone enterprises.
Because of such large volume purchases, the Company believes that it typically
purchases steel rod at a cost of up to 5% below industry standard. Since steel
rod cost comprises a substantial portion of the Company's cost of goods sold
(approximately 32% in fiscal year 1996), the Company believes that such cost
savings provide a significant competitive advantage. The Company intends to
continue to capitalize on its purchasing power to take advantage of raw
material acquisition costs that it believes are lower than industry standard.

28
<PAGE> 35
FOCUS ON INFRASTRUCTURE AND COMMERCIAL CONSTRUCTION INDUSTRIES. The Company has
positioned itself to take advantage of the anticipated increase in
infrastructure construction spending. Demand for the wire mesh and concrete
accessories product lines is dependent, to a significant extent, on
infrastructure development projects, including roads, bridges, runways and
sewage and drainage projects. Infrastructure construction spending is
anticipated to increase as major components of the nation's infrastructure are
replaced or substantially improved. In addition, the Company will continue to
focus on increasing its sales to the commercial and infrastructure construction
industries, which historically have been less seasonal and less cyclical than
the residential construction industry.

ACQUISITIONS

On July 31, 1996, the Company broadened its wire mesh distribution
network, increased its wire mesh production capacity and expanded its product
line through the Atlantic Steel Acquisition. Pursuant to the Atlantic Steel
Acquisition, the Company acquired operating plants in Baltimore, Maryland,
Tampa, Florida and Oregon, Ohio, along with certain equipment. The Atlantic
Steel Acquisition significantly increased the Company's wire mesh production
capacity and expanded its wire mesh product line through the addition of
galvanized strand wire, which is sold to a diversified group of manufacturers
and processors of wire products.

On October 14, 1996, the Company expanded its concrete accessories
distribution network and increased its production capacity for concrete
accessories pursuant to the Gateway Acquisition. The Gateway Acquisition
increased the Company's production capacity for steel reinforcing bar support
and strengthened the Company's presence in the Midwestern United States.

In addition, on October 31, 1996, the Company further broadened its
wire mesh distribution network and increased its wire mesh production capacity
with the Company's acquisition of a wire mesh production facility in North
Miami Beach, Florida pursuant to the Florida Wire Acquisition. The Florida Wire
Acquisition enhanced the Company's ability to capitalize on demand for wire
mesh created by the relatively high level of construction activity in Florida
and other areas of the Southeastern United States.

PRINCIPAL PRODUCTS

The Company manufactures and distributes its products along three
principal product lines: fence, wire mesh and concrete accessories. All of the
products manufactured by the Company are produced primarily from steel rod. The
Company has established leading market positions for each of its principal
product lines by, among other things, offering a wide variety of high quality
products that serve a broad range of functions for the residential, commercial
and infrastructure construction industries. Sales of fence, wire mesh and
concrete accessories accounted for approximately 58%, 29% and 13%,
respectively, of the Company's $283.4 million of net sales during fiscal year
1996.

29
<PAGE> 36
Fence

The Company manufactures and distributes a full line of high quality
fence products. The Company believes that it is the largest manufacturer of
chain link fence products in the United States and the second largest
distributor of fence products in the United States.

The Company manufactures fence products at six principal manufacturing
facilities. Such products include chain link fence fabric, a full line of
aluminum die cast and galvanized pressed steel fittings, PVC color coated wire
and vinyl coated colored pipe, tubing and fittings.

The Company also distributes a variety of fence products that it
purchases from third parties. Such products include pipe, tubing, wood, vinyl,
aluminum and ornamental iron fence products, gates, hardware and other related
products. In addition, the Company assembles wooden fence panels at several of
its facilities from wood materials purchased by the Company for use in the
installation of residential wood fences.

The Company's fence products are used in a variety of applications.
The Company's chain link fence products primarily serve as security fencing at
residential, commercial and governmental facilities, including manufacturing
and other industrial facilities, warehouses, schools, airports, correctional
institutions, military facilities, recreational facilities, swimming pools and
dog kennels. The Company's PVC color coated wire, together with vinyl coated
colored pipe, tubing and fittings, are used primarily for tennis courts and
other residential applications. The Company's other fence products are used
primarily in the construction of wood, vinyl, aluminum or ornamental iron fence
systems, and in the construction of all sizes and styles of fence gates for the
residential and commercial markets.

In fiscal year 1996, approximately 38% of the Company's sales of fence
products represented products manufactured by the Company. The remaining fence
products were purchased as finished goods from third parties for distribution
by the Company. The Company purchases the substantial majority of its finished
fence products from domestic manufacturers. The Company believes that its full
line of fence products provides a competitive advantage by enabling it to
provide "one-stop shopping" to its customers, thereby promoting customer
loyalty.

Wire Mesh

The Company manufactures and distributes one of the largest lines of
wire mesh in the United States. The Company believes that it is the largest
manufacturer and distributor of wire mesh products in the United States, with a
market share of approximately 29% for fiscal year 1996. The Company also
manufactures galvanized strand wire that is sold to other manufacturers of wire
products.

The Company manufactures three principal classes of wire mesh,
consisting of commodity building mesh (Class B-2), pipe mesh (Class C) and
structural mesh (Class D). The Company's wire mesh is produced from wire that
ranges in size from 1/8-inch diameter to 3/4-inch diameter, in both smooth and
deformed patterns. The Company believes that it is the only company that
provides this broad range of wire diameters in its wire mesh products. In
addition, the Company recently acquired production capacity for a line of
galvanized strand wire pursuant to the Atlantic Steel Acquisition.

Class B-2 mesh is a commodity building mesh used in housing and light
commercial construction, including driveways, slab foundations and concrete
walls. Class B-2 mesh accounted for approximately 24% of the Company's wire
mesh product line sales in fiscal year 1996. Class C mesh is used to construct
reinforced concrete pipe for, among other things, drainage and sewage systems
and water treatment facilities. The Company has been producing pipe mesh for
over 40 years and has been a leader in this market since the early 1970's. This
class of mesh accounted for approximately 33% of the Company's wire mesh
product line sales in fiscal year 1996. Class D mesh is a structural wire mesh
that is designed as an alternative to steel reinforcing bar for certain types
of concrete construction, including roads, bridges and other heavy construction
projects. The Company markets its structural mesh as a cost-effective
alternative to steel reinforcing bar. Although structural mesh has a higher
initial cost to the customer than does steel reinforcing bar, the Company
believes that the overall construction cost to the customer is generally lower
if structural mesh is utilized. This class of mesh accounted for approximately
31% of the Company's wire mesh product line sales in fiscal year 1996.
Galvanized strand wire is used

30
<PAGE> 37
by manufacturers and processors of all types of wire products, including
shelving, household and automotive products. Galvanized strand wire accounted
for approximately 11% of the Company's wire mesh product line sales in fiscal
year 1996.

The Company believes that its wire mesh product line provides a number
of competitive advantages. The Company's broad range of wire diameters in its
wire mesh product line provides a competitive advantage by permitting the
Company to produce a wide range of custom wire mesh products in a cost
effective manner. In addition, the Company's many years of experience as a
producer of pipe mesh have permitted it to become an industry leader in
innovations such as deformed fabric (which provides stronger bonding of the
concrete to the wire) and higher tensile strength (which reduces the amount of
steel required to reinforce concrete pipe). The Company also believes that the
market for structural wire mesh, which offers the Company relatively high
margins compared to other classes of wire mesh, presents a significant growth
opportunity.

Concrete Accessories

The Company manufactures and distributes a full line of high quality
concrete accessories, consisting of over 2,000 individual products. The Company
believes that it is the second largest manufacturer and distributor of concrete
accessories in the United States.

The Company's concrete accessories include supports for steel
reinforcing bars and wire mesh, form ties and related products, basket
assemblies (including welded and loose dowel basket assemblies) and anchors and
inserts (including imbedded attachments and lifting devices, composite
structural wire members and prestress strand hold down anchors). Sales of
supports for steel reinforcing bars and wire mesh, form ties and related
products, basket assemblies, and anchors and inserts are estimated by the
Company to be approximately 45%, 20%, 20% and 8%, respectively, of the
Company's concrete accessories product line sales in fiscal year 1996. Although
the Company manufactures most of its concrete accessories products, certain
products, such as plastic supports for steel reinforcing bar and certain types
of form ties, are purchased from third parties for distribution by the Company.
The Company continually introduces new products to its concrete accessories
product line in its efforts to provide a full line of concrete accessories to
its customers.

The Company's concrete accessories are used in a variety of
applications. The Company's supports for steel reinforcing bars and wire mesh
are used to position and install steel reinforcing bars and wire mesh in the
construction of roads, bridges and other heavy construction projects. The
Company's welded and loose dowel basket assemblies are used to reinforce joints
between concrete pieces in the paving of roads, highways and runways. The
Company's anchors and inserts are used to fasten and lift precast panels and
floor panels in the construction of, among other things, commercial buildings.

In fiscal year 1996, the Company estimates that approximately 80% of
the Company's sales of concrete accessories represented products manufactured
by the Company. The remaining 20% of concrete accessories was purchased as
finished goods for resale by the Company through its 15 regional distribution
facilities. The Company generally purchases its finished concrete accessories
from domestic manufacturers.

PRODUCTION PROCESS

The Company manufactures its products at 15 principal facilities,
which are strategically located throughout the United States. Of the Company's
principal manufacturing facilities, six produce chain link fence fabric and
related products, six produce wire mesh and three produce concrete accessories.
The Company employs a combination of state-of-the-art and traditional
production methods to achieve cost efficiencies in its manufacturing processes.
In addition, while the Company's manufacturing facilities are geared primarily
toward high-volume, standardized production to promote efficiencies, many of
the Company's manufacturing facilities are capable of producing customized
products in response to specific customer requirements or applications that are
unique to particular geographic regions of the United States. Consequently,
each plant is configured to serve as both a high-volume producer of standard
products and a job lot producer of specialty products.

31
<PAGE> 38
Fence

The Company manufacturers its fence products at six principal
manufacturing facilities, which generally operate 16 to 20 hours a day, five
days a week. In April, May and June, the busier months of the year, the
Company's manufacturing facilities often operate 24 hours a day, five to six
days a week.

The Company's chain link fence manufacturing process is virtually the
same at each of its fence manufacturing facilities. The dominant manufacturing
process, which is known as "GAW" or "galvanized after weaving," involves three
steps. The first step, wire drawing, transforms steel rod into steel wire,
primarily ranging in thickness from 12.5 gauge (.095 inches) to 6.0 gauge
(.0192 inches). In the second step, the wire is woven into chain link fabric by
automated fabric weaving machines pre-set to a specific width (which ranges
from three to 20 feet) of chain link fence fabric and to a specific "diamond"
size ranging from 3/8-inch to 2 3/8 inches. The third step consists of the
galvanizing process, which involves coating the surface of the steel wire with
zinc to provide, among other things, corrosion protection.

The Company also produces other types of coated wire fabric, including
polyvinyl chloride or "PVC" coated, aluminum coated and galvanized before
weaving ("GBW"). In addition, the Company manufactures a full line of aluminum
die cast and galvanized pressed steel fittings.

The Company's principal fence manufacturing facilities contain a total
of 16 wire drawing machines, 120 weaving machines, five hot-dipped galvanizing
lines, seven aluminum die cast machines, nine forming and stamping machines and
35 miscellaneous forming and coating machines.

Wire Mesh

The Company manufacturers its wire mesh products at six manufacturing
facilities, which generally operate 24 hours a day, five days a week.

The Company manufactures wire mesh with wire that ranges in size from
1/8-inch diameter to 3/4-inch diameter, in both smooth and deformed patterns.
The Company's wire mesh is manufactured from low-carbon steel rod, which is
cleaned by removing "mill scale" by passing the rod through a series of pulleys
that mechanically descales the rod. The rod is then pulled through a die that
reduces the area of the rod approximately 30 percent. This "cold working"
process produces wire that is clean, uniform in diameter and nearly 100 per
cent stronger than the original rod. The wire is then processed into the
finished product using automatic welding machines. This method of welding,
known as electrical resistance welding, produces a very strong welded joint
without weakening the steel as much as electrode welding.

Certain aspects of the production process vary depending on the class
of mesh being produced. Commodity building mesh generally is produced in roll
and sheet form and is made with small diameter wire. Pipe mesh generally is
custom-made to customer specifications. Additional steps in the process of
producing structural wire mesh often include bending the mesh to precise
shapes, cutting to exact sizes and preparing the surface to allow for the
application of special coatings.

The Company's principal wire mesh manufacturing facilities contain a
total of 65 wire drawing machines, 52 automatic mesh welders, one 35 strand
galvanizing line and 50 miscellaneous wire straightening and forming machines.

Concrete Accessories

The Company manufacturers its concrete accessories at three principal
manufacturing facilities, which generally operate 16 to 20 hours a day, five
days a week.

The Company's manufacturing process for concrete accessories consists
primarily of drawing steel rod into wire and then feeding coils of wire into
automatic forming and resistance welding machines which produce the finished
product. Additional manufacturing processes include various punch press
operations, threading, machining, painting and plastic and epoxy coating of
products, as well as numerous manually welded and assembled items. In addition
to steel rod, which is the primary raw material for concrete accessories, the
Company uses other raw materials such as round bar stock, slit steel coils,
reinforcing steel bars and paints, plastisol and epoxy powder used for various
coatings.

32
<PAGE> 39
The Company's principal concrete accessories manufacturing facilities
contain a total of four wire drawing machines, 37 automatic bar support
machines and over 200 miscellaneous cutting, forming, threading, welding and
coating machines.

RAW MATERIALS

The products in each of the Company's principal product lines are
manufactured primarily from steel rod. Because each of the Company's principal
product lines require large quantities of the same raw material, the Company
purchases steel rod in significantly larger quantities than would be the case
if the Company's product lines were part of separate stand-alone enterprises.
Because of such large volume purchases, the Company believes that it typically
purchases steel rod at a cost of up to 5% below industry standard. Since steel
rod cost comprises a substantial portion of the Company's cost of goods sold
(approximately 32% in fiscal year 1996), the Company believes such cost savings
provide a significant competitive advantage.

In recent years, more than 50% of the steel rod purchased by the
Company has been produced overseas. The Company, however, also purchases a
substantial amount of domestically produced steel rod. All of the Company's
purchases of foreign steel rod are made through Mannesmann, which arranges the
importation of rod from various overseas sources. The Company's major
suppliers of steel rod in the United States include Ameristeel, North Star
Steel, Keystone Steel and Raritan.

In the case of both domestic and foreign steel rod, the Company
negotiates quantities and pricing on a quarterly basis. Because all agreements
for the purchase of steel rod, whether foreign or domestic, are denominated in
United States dollars, the Company is not exposed to significant risks of
fluctuations in exchange rates for foreign currency with respect to such
agreements.

SALES AND MARKETING; PRINCIPAL CUSTOMERS

The Company distributes its products to customers in the residential,
commercial and infrastructure construction industries through its 55
Company-operated distribution centers, its authorized dealers or shipments of
truckload quantities from the plant. The Company believes that its extensive
distribution network provides a competitive advantage by allowing it to better
serve its customers through increased responsiveness and reduced freight costs.
The Company has over 3,900 customers, none of whom individually accounted for
more than 10% of the Company's revenues in fiscal year 1996. The Company
employs approximately 75 salespeople who have primary responsibility for
contacting, taking orders from, and maintaining the Company's relationship with
its customers. In addition, members of senior management have frequent contact
with many of the Company's customers to ensure that it is meeting the
customer's needs. Each distribution center also has dedicated customer service
representatives who assist customers on a daily basis with any questions or
concerns regarding the Company's products or customer orders. The Company
believes that it differentiates itself from its competitors by providing a
superior level of service and overall customer satisfaction.

Fence

The Company sells fence products principally to fence wholesalers and
residential and commercial contractors. Although the Company also sells some
fence products through home centers, such sales are not a primary focus of the
Company's sales efforts.

The Company's dedicated sales force for its fence product line
consists of approximately 48 employees whose sales territories cover the 48
contiguous states. Members of the fence sales force are paid a base salary plus
a bonus, a portion of which bonus is based on the profitability of the members'
respective sales territories and a portion of which is based on the overall
profitability of the fence product line. Sales generally are made through the
Company's 40 regional fence distribution centers (six of which are located at
the Company's fence manufacturing facilities), which are located in 28 states.
Because fence customer orders typically require rapid turn-around time, the
Company's distribution centers are strategically located near customers'
facilities. The Company also distributes its fence products through a network
of approximately 300 authorized dealers located throughout the country.

33
<PAGE> 40
Wire Mesh

The Company sells wire mesh products principally to construction
products distributors, industrial manufacturers (such as pre-casters of
concrete products), lumber yards and manufacturers and processors of all types
of wire products, including shelving, household and automotive products.

The Company's specialized sales force for the wire mesh product line
consists of approximately 13 employees whose sales territories cover the 48
contiguous states. Members of the wire mesh sales force generally have
engineering backgrounds which permit them to consult with customers regarding
product specifications. Members of the wire mesh sales force are paid a base
salary plus a bonus, a portion of which bonus is based on the profitability of
the members' respective sales territories and a portion of which is based on
the overall profitability of the wire mesh product line. Because orders for
wire mesh products typically do not require the quick turn-around time that is
required for fence products and concrete accessories, the Company's wire mesh
products are shipped directly from one of the Company's six wire mesh
manufacturing facilities to the customer, generally in truckload quantities.
The Company produces most of its wire mesh in response to particular customer
orders. The Company's light wire mesh used for residential construction,
however, generally is produced in standard patterns in anticipation of customer
orders.

Concrete Accessories

The Company sells its concrete accessories principally to large
reinforcing bar fabricators, commercial building supply dealers and
construction contractors.

The Company has a dedicated sales force for its concrete accessories
product line consisting of approximately 16 employees whose sales territories
cover the 48 contiguous states. Members of the sales force generally are paid a
base salary plus a bonus, a portion of which bonus is based on the
profitability of the members' sales territories and a portion of which is based
on the overall profitability of the concrete accessories product line. The
Company's concrete accessories are distributed primarily through 15 regional
distribution centers (three of which are located at the Company's concrete
accessories manufacturing facilities). Because orders for concrete accessories
typically require rapid turn-around time, these distribution centers are
strategically located near customers' facilities.

COMPETITION

Fence

The Company's major national competitor for fence products is
Master-Halco, Inc., which has a more extensive local distribution network than
does the Company. The Company believes, however, that the Company's more
extensive fence manufacturing capabilities provide an advantage to major
accounts. The Company also competes with two strong regional competitors for
fence products, one of which operates primarily on the East Coast, with
particular emphasis on Florida, and one of which operates only manufacturing
facilities (with no internal distribution network) primarily east of the Rocky
Mountains. The Company's remaining competitors for fence products are smaller
regional manufacturers and wholesalers.

Although the ability to sell fence products at a competitive price is
an important competitive factor, the Company believes that other factors, such
as perceived quality of product and service and ability to deliver products to
customers quickly, are also important to its fence customers. The Company
believes that its reputation for quality and service and its ability to deliver
product quickly due to the locations of its 40 fence distribution centers,
enable the Company to obtain a slight premium in its sales price for fence
products, as compared to its principal competitors.

Wire Mesh

The Company's major competitor for wire mesh is Insteel Wire Products,
Inc. The Company faces strong regional competitors in the Midwestern,
Southeastern and Mid-Atlantic states. The Company also faces competition from
smaller regional manufacturers and wholesalers of wire mesh products.

34
<PAGE> 41
The Company believes that its ability to produce a greater variety of
products in a wider geographical area provides an advantage to major accounts.
The Company believes that its willingness and ability to provide custom-made
products that fit its customers' individual needs provides the Company with a
significant competitive advantage. In addition, the Company believes that its
raw material costs (which the Company believes are lower than many of its
competitors) enhance the Company's ability to compete effectively with respect
to product price in the wire mesh market.

Concrete Accessories

The concrete accessories product line faces competition from several
significant competitors. Dayton-Superior Corporation is the leading full line
national participant in the concrete accessories market, with a market share
greater than that of the Company. The Company also faces strong full line
competition from a regional competitor and from two other significant
competitors, who offer a more limited number of products.

The Company believes that price, product selection and ability to
deliver product quickly are the principal competitive factors in the concrete
accessories market. The Company believes that its raw material costs (which the
Company believes are lower than many of its competitors) enhance the Company's
ability to compete effectively with respect to product price in the concrete
accessories market. The Company also believes that its extensive concrete
accessories product line enables it to compete effectively. In addition, the
Company believes that its ability to deliver its concrete accessories products
quickly as a result of the locations of its regional distribution facilities is
a competitive advantage for the Company.

REGULATION

Environmental Regulation

The Company is subject to extensive and changing federal, state and
local Environmental Laws including laws and regulations that relate to air and
water quality, impose limitations on the discharge of pollutants into the
environment and establish standards for the treatment, storage and disposal of
toxic and hazardous wastes. Stringent fines and penalties may be imposed for
non-compliance with these Environmental Laws. In addition, Environmental Laws
could impose liability for costs associated with investigating and remediating
contamination at the Company's facilities or at third-party facilities at
which the Company has arranged for the disposal treatment of hazardous
materials.

Although no assurances can be given, the Company believes that the
Company and its operations are in compliance in all material respects with all
Environmental Laws and the Company is not aware of any non-compliance or
obligation to investigate or remediate contamination that could reasonably be
expected to result in material liability. This being said, Environmental Laws
continue to be amended and revised to impose stricter obligations. The Company
cannot predict the effect such future requirements, if enacted, would have on
the Company although the Company believes that such regulations would be
enacted over time and would affect the industry as a whole.

Health and Safety Matters

The Company's facilities and operations are governed by laws and
regulations, including the federal Occupational Safety and Health Act, relating
to worker health and workplace safety. The Company believes that appropriate
precautions are taken to protect employees and others from workplace injuries
and harmful exposure to materials handled and managed at its facilities. While
it is not anticipated that the Company will be required in the near future to
expend material amounts by reason of such health and safety laws and
regulations, the Company is unable to predict the ultimate cost of compliance
with these changing regulations.

PROPERTIES

The following chart contains certain information regarding each of the
Company's manufacturing and distribution facilities as of April 26, 1997.

35
<PAGE> 42
<TABLE>
<CAPTION>
SIZE
LOCATION USE LEASED/OWNED (SQ. FT.)(1)
-------- --- ------------ ------------
<S> <C> <C> <C>
Corporate Headquarters
Houston, Texas Administrative (Corporate Leased 10,689
Headquarters)

Fence Product Line
Whittier, California Distribution/Manufacturing Owned 28,910
Tacoma, Washington Distribution Leased 7,440
Riverside, California Distribution Leased 19,700
Murray, Utah (Salt Lake City)(2) Distribution Leased 11,282
Houston, Texas Distribution/Manufacturing Owned 140,190
Dallas, Texas Distribution Leased 10,000
Denver, Colorado Distribution Leased 9,600
Jacksonville, Florida(2) Distribution Leased 9,000
New Orleans, Louisiana Distribution Leased 15,860
Statesville, North Carolina Distribution/Manufacturing Owned 73,829
Forest Park, Georgia (Atlanta) Distribution Leased 3,675
Hyattsville, Maryland Distribution Leased 10,560
Charlotte, North Carolina(2) Distribution Leased 17,666
Nashville, Tennessee Distribution Leased 6,500
Birmingham, Alabama Distribution Leased 7,300
Richmond, Virginia Distribution Leased 2,000
Columbia, South Carolina Distribution Leased 11,200
Lawrenceville, Georgia (Atlanta) Distribution Leased 3,500
Raleigh, North Carolina Distribution Leased 6,834
Pennsauken, New Jersey Distribution Leased 3,834
New Paris, Indiana Distribution/Manufacturing Owned(3) 61,313
Berkeley, Missouri (St. Louis) Distribution Leased 7,500
Indianapolis, Indiana Distribution Leased 36,608
Westfield, Massachusetts Distribution Owned 50,000
Kansas City, Missouri Distribution Leased 35,000
Columbus, Ohio Distribution Leased 10,430
Louisville, Kentucky Distribution Leased 16,000
Davie, Florida(2) Distribution Leased 18,543
Strongsville, Ohio (Cleveland) Distribution Leased 10,943
Brighton, Michigan (Detroit) Distribution/Manufacturing Leased 65,890
Wheeling, Illinois (Chicago) Distribution Leased 35,713
Markham, Illinois (Chicago) Distribution Leased 12,524
Milwaukee, Wisconsin Distribution Leased 4,200
Brooklyn Park, Minnesota (Minneapolis) Distribution Leased 15,000
Johnston, Iowa (Des Moines) Distribution Leased 4,900
Tonawanda, New York (Buffalo) Distribution Leased 26,000
Pittsburgh, Pennsylvania Distribution Leased 5,500
Harrison, Arkansas Distribution/Manufacturing Owned 72,881
Tampa, Florida(2) Distribution Owned 70,142

Wire Mesh Product Line
Houston, Texas Manufacturing Owned(3) 130,922
Jacksonville, Florida Manufacturing Owned 145,846
Baltimore, Maryland Manufacturing Owned 235,000
</TABLE>

36
<PAGE> 43
<TABLE>
<CAPTION>
SIZE
LOCATION USE LEASED/OWNED (SQ. FT.)(1)
-------- --- ------------ ------------
<S> <C> <C> <C>
Oregon, Ohio (Toledo) Manufacturing Leased 90,000
Tampa, Florida Manufacturing Owned (3) 21,450
North Miami Beach, Florida (Miami) Manufacturing Owned 43,500

Concrete Accessories Product Line
Houston, Texas Distribution Leased 14,560
New Orleans, Louisiana Distribution Leased 10,000
Hackensack, New Jersey Distribution Leased 15,000
Newington, Virginia Distribution Leased 21,645
Decatur, Georgia Distribution Leased 4,000
Anaheim, California Distribution Leased 19,000
Ft. Worth, Texas Distribution/Manufacturing Leased/Owned 161,520
Davie, Florida (4) Distribution Leased 18,543
Phoenix, Arizona Distribution Leased 8,871
Hazelton, Pennsylvania Distribution/Manufacturing Leased 76,800
Chicago, Illinois Distribution Leased 69,425
Tampa, Florida (4) Distribution/Manufacturing Owned 70,142
Jacksonville, Florida (4) Distribution Leased 9,000
Charlotte, North Carolina (4) Distribution Leased 17,666
Murray, Utah, (Salt Lake City) (4) Distribution Leased 11,282
</TABLE>

- ---------

(1) Does not include square footage of outside storage and other outdoor
areas.
(2) This property also contains a distribution center and/or manufacturing
facility for concrete accessories.
(3) A portion of the property is also leased.
(4) This property also contains a distribution center for fence products.

The Company believes that its existing facilities provide adequate
manufacturing and distribution capacity for its needs. The Company also
believes that all of the leases were entered into on market terms.

The lenders under the Credit Facility have first mortgages on each of
the Company's owned manufacturing facilities and distribution centers.

LEGAL PROCEEDINGS

The Company is involved in various claims and lawsuits incidental to
its business. The Company does not believe that these claims and lawsuits in
the aggregate will have a material adverse affect on the Company's business,
financial condition and results of operations.

A former stockholder of Holding (the "Dissenting Stockholder") has
exercised its statutory appraisal rights pursuant to the Delaware General
Corporation Law (the "DGCL") with respect to the merger of a "shell"
corporation into Holding (the "Recapitalization Merger") which occurred as part
of a recapitalization of the Company and Holding that occurred on December 13,
1996. On February 4, 1997, the Dissenting Stockholder filed a petition with the
Delaware Court of Chancery requesting that such court determine the fair value
of the Dissenting Stockholder's shares of common stock of Holding ("Holding
Common Stock") as of the time of the Recapitalization Merger (the "Appraisal
Proceeding"). With respect to the Appraisal Proceeding, the Company has
recorded a liability to Holding in an amount equal to $3.7 million (which is
equal to the amount the Dissenting Stockholder would have received for its
Holding Common Stock if it had not exercised its statutory appraisal rights).
Although management believes that the value that the Recapitalization Merger
provided to be paid to the holders of Holding Common Stock was fair to such
holders, there can be no assurance that the Delaware Court of Chancery will
agree.

37
<PAGE> 44
EMPLOYEES

As of April 26, 1997, the Company had approximately 1,750 employees,
all of whom were full time employees. The Company is a party to seven
collective bargaining agreements with five unions, of which a total of
approximately 270 employees are members. Such collective bargaining agreements
cover employees of the Baltimore, Maryland, Tampa, Florida, Whittier,
California, Hackensack, New Jersey, Chicago, Illinois, and Oregon, Ohio
facilities. The Company considers its relations with its employees to be good.

38
<PAGE> 45
MANAGEMENT

The following table sets forth certain information regarding the
Company's directors, and executive officers, including their respective ages.

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Julius S. Burns . . . . . . . . . . . . 65 President and Chief Executive Officer; Director
Thomas F. McWilliams . . . . . . . . . 54 Director
Carl L. Blonkvist . . . . . . . . . . . 60 Director
Robert N. Tenczar . . . . . . . . . . . 47 Vice President, Chief Financial Officer and Secretary
James M. McCall . . . . . . . . . . . . 54 Vice President -- General Manager -- Mesh
Davy J. Wilkes . . . . . . . . . . . . 59 Vice President -- General Manager -- Concrete Accessories
</TABLE>

Julius S. Burns has been President and Chief Executive Officer and a
director of the Company since February 1989. At the present time, Mr. Burns is
also acting general manager of the fence product line of the Company. Prior to
February 1989, Mr. Burns served as President and General Manager of Ivy Steel &
Wire Company, Inc., a predecessor to the Company, for 13 years. Mr. Burns has
31 years of related industry experience.

Thomas F. McWilliams has been a director of the Company since 1992.
Mr. McWilliams is Managing Director of CVC, a small business investment
company, and has been affiliated with CVC since 1983. Mr. McWilliams is a
member of CVC's three-person investment committee. Mr. McWilliams is a director
of Chase Brass Industries, Inc., a metals processing company, Ergo Science
Corporation, a pharmaceutical product development company and various other
private companies.

Carl L. Blonkvist has been a director of the Company since April 1997.
Mr. Blonkvist is Senior Vice President of Operations for the Brinkmann
Corporation, and has been affiliated with the Brinkmann Corporation since June
1996. Mr. Blonkvist was Senior Vice President of Coca-Cola Foods from January
1994 to April 1996, and was a Senior Partner of Computer Science Corporation, a
consulting firm, from 1991 to 1994. In 1984, Mr. Blonkvist formed Paragon
Consulting Group, a consulting firm specializing in operations strategy, which
was purchased by Computer Science Corporation in 1991. From 1965 to 1984, Mr.
Blonkvist served in various management positions of increasing responsibility
at Booz, Allen & Hamilton, a consulting firm.

Robert N. Tenczar has been Vice President, Chief Financial Officer and
Secretary of the Company since May 1993. From 1985 to 1993, Mr. Tenczar was
employed by Baker Hughes Incorporated, Houston, Texas, most recently as Vice
President -- Finance of its Envirotech Controls division.

James M. McCall has been employed with the Company and its
predecessors in various management positions of increasing responsibility since
1975, most recently as the Company's Vice President -- General Manager -- Mesh
since 1989. Mr. McCall has 33 years of related industry experience.

Davy J. Wilkes has been employed by the Company and its predecessors
since 1974, most recently as the Company's Vice President -- General Manager --
Concrete Accessories. Mr. Wilkes has 37 years of related industry experience.

Each director holds office until the next annual meeting of
stockholders of the Company or until their successor is duly elected and
qualified. All officers are elected annually and serve at the direction of the
Board of Directors. The bylaws of the Company provide for a three member Board
of Directors. Directors of the Company are reimbursed for all expenses actually
incurred for each Board meeting which they attend. Directors do not receive a
fee for any meetings they attend. The executive officers of the Company are
elected by the Board of Directors to serve at the discretion of the Board.

39
<PAGE> 46
OTHER KEY EMPLOYEES

The Company believes that the following non-executive officers, who
are responsible for management of key regional divisions, are expected to make
significant contributions to the business of the Company.

Michael W. Babcock has been employed by the Company and its
predecessors since 1973, most recently as the Company's Vice President and/or
General Manager of the Fence Midwest region. Prior to that, Mr. Babcock was
Sales Manager of the Midwest region from 1977 to December 1984. Mr. Babcock is
50 years old.

Michael W. Weaver has been Vice President and General Manager of the
Fence Southwest region since January 1991. Mr. Weaver was Sales Manager of the
Fence Eastern region from 1983 to 1990. He has served the Company and
predecessor businesses since 1971. Mr. Weaver is 50 years old.

John Amos has been Vice President and General Manager of the Fence
Western region since September 1988. Prior to that, Mr. Amos was Vice President
and Chief Operating Officer of the Anchor Post Products Division of PPA
Industries, a predecessor to the Company. Mr. Amos had been with the Anchor
Post Products division of PPA Industries and its predecessor companies in
various positions of increasing responsibility since 1946. Mr. Amos is 70 years
old.

William H. Stewart has been Vice President and/or General Manager of
the Fence Eastern region since August 1987. Prior to his promotion to General
Manager, Mr. Stewart served on various management positions of increasing
responsibility with the Company and its predecessors since 1969. Mr. Stewart
has 27 years of related industry experience. Mr. Stewart is 50 years old.

EXECUTIVE COMPENSATION

The following table sets forth the compensation for fiscal year 1996
awarded to or earned by the chief executive officer of the Company and the
three other most highly compensated executive officers of the Company whose
salary and bonus exceeded $100,000 for services rendered in all capacities.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION(1)
------------------------ ALL OTHER
NAME AND PRINCIPAL POSITION SALARY BONUS COMPENSATION
--------------------------- ---------- ---------- ------------
<S> <C> <C> <C>
Julius S. Burns
President and Chief Executive Officer . . . . . . . . . . . . $ 250,020 $ 400,000 $ 24,063(2)
James M. McCall
Vice President -- General Manager -- Mesh . . . . . . . . . . 139,860 99,495 9,217(3)
Robert N. Tenczar
Vice President and Chief Financial Officer . . . . . . . . . 114,600 83,700 4,861(4)
Davy J. Wilkes
Vice President -- General Manager -- Concrete Accessories . . 111,600 53,100 11,700(5)
</TABLE>

- ---------

(1) The named executive officers did not receive annual compensation not
properly categorized as salary or bonus, except for certain
perquisites and other personal benefits which are not shown because
the aggregate amount of such compensation for each of the named
executive officers during the fiscal year did not exceed the lesser of
$50,000 of 10% of total salary and bonus reported for such executive
officer.
(2) Represents a $1,344 annual contribution to the 401(k) Plan (as defined
herein) and a $22,719 annual contribution to the Pension Plan (as
defined herein).
(3) Represents a $600 annual contribution to the 401(k) Plan and a $8,617
annual contribution to the Pension Plan.
(4) Represents a $716 annual contribution to the 401(k) Plan and a $4,145
annual contribution to the Pension Plan.
(5) Represents a $842 annual contribution to the 401(k) Plan and a $10,858
annual contribution to the Pension Plan.

40
<PAGE> 47
None of the executive officers named in the Summary Compensation table
were granted options to purchase any capital stock of Holding during fiscal
year 1996.

The table below sets forth information concerning each exercise of
options for Series A Junior Preferred Stock, par value $.01 per share, of
Holding (the "Holding Series A Junior Preferred Stock"), during fiscal year
1996 by the executive officers named in the Summary Compensation Table, the
number of exercisable and unexercisable options for Holding Series A Junior
Preferred Stock held by them and the fiscal year-end value of such exercisable
and unexercisable options.

AGGREGATED HOLDING OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUE

<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS
SHARES FISCAL YEAR-END(1) AT FISCAL YEAR-END(1)
ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Julius S. Burns ... -- -- 8,900.10 -- $778,010 --
James M. McCall ... -- -- 2,205.16 -- 192,766 --
Davy J. Wilkes .... -- -- 1,350.91 -- 118,091 --
</TABLE>

- ---------

(1) All outstanding options for Holding Series A Junior Preferred Stock
were terminated in April 1997 in connection with the consummation of
the Old Notes Offering. The number of shares of Holding Series A
Junior Preferred Stock for which such options were exercisable
increased from time to time as dividends accrued with respect to
shares of outstanding Holding Series A Junior Preferred Stock (whether
or not such dividends were paid).

MERCHANTS METALS HOLDING COMPANY 1988 STOCK OPTION PLAN

Certain eligible employees and non-employee directors of the Company
and Holding may be granted options to purchase up to an aggregate of 30,000
Holding Class A Common Stock (as defined herein) pursuant to the Merchant
Metals Holding Company 1988 Stock Option Plan (the "Holding Stock Option
Plan"). The Holding Stock Option Plan is administered by the Administration
Committee, the members of which are appointed by the Board of Directors of
Holding. Presently, the members of the Administration Committee consists of
the current members of the Board of Directors of Holding (which are the same
persons who constitute the Board of Directors of the Company).

The Administration Committee has the ability to determine, among other
things, which individuals will be granted options under the Holding Stock
Option Plan and such committee has the ability to determine the exercise price,
term (up to ten years) and vesting schedule of the options granted under the
Holding Stock Option Plan.

Any unexpired and unexercised options (or portion thereof) will be
forfeited if an employee ceases to be in the employ of the Company for any
reason other than disability, death or retirement. If an employee ceases to be
in the employ of the Company by reason of disability or upon retirement, any
unexercised options (or portions thereof) shall terminate on the date that is
three months from the date of such employee's termination by reason of
disability or retirement, as applicable (unless such option expires by its
terms on an earlier date).

In the event an employee dies while in the employ of the Company, any
option granted to such employee pursuant to the Holding Stock Option Plan will
be exercisable during the three month period commencing on the date following
the date of his death (unless it expires sooner under its terms). Such options
will terminate at the end of such three month period to the extent such options
were not exercised during such three month period.

As of June 1, 1997, there were outstanding options to purchase 17,890
shares of Holding Class A Common Stock at an exercise price of $1.00 per share.
Options for an additional 12,110 shares of Holding Class A Common Stock are
available for issuance under the Holding Stock Option Plan.

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<PAGE> 48
401(k) PLAN

The Company maintains the MMI Products Inc. 401(k) Savings Plan (the
"401(k) Plan") under Section 401(k) of the Internal Revenue Code of 1986 (the
"Code"). All Company employees are eligible to participate in the 401(k) Plan
after one year of employment. Employees may elect to make pre-tax contributions
to the 401(k) Plan, subject to applicable statutory maximum limits. The Company
makes matching contributions (subject to statutory limits) in an amount equal
to 25% of the participant's contributions on the first 2% of compensation
contributed by an employee under the 401(k) Plan. In addition, the Company may
make additional contributions in such amounts as it may elect. Company
contributions vest 25% per year of the participant's service with the Company.

PENSION PLAN

The Company maintains the MMI Products, Inc. Pension Plan (the
"Pension Plan"), which is a money purchase defined contribution plan. The
Pension Plan, which is intended to be qualified under Section 401(a) of the
Code, is subject to the provisions of the Employee Retirement Income Security
Act of 1974 ("ERISA"). Employees of the Company (other than employees covered
by a collective bargaining agreement) generally are eligible to participate in
the Pension Plan after one year of employment. The Company makes annual
contributions to the Pension Plan for each eligible employee in accordance with
a formula that is based on the participant's age and level of compensation. The
Pension Plan provides for one time 100% vesting after five years of service.

EMPLOYMENT AGREEMENT

Julius S. Burns, the Company's President and Chief Executive Officer,
has entered into an employment agreement with the Company that will expire
(unless renewed) on December 31, 1999. The agreement provides for a base salary
of $250,000 per year, which may be increased annually in the discretion of the
Board of Directors, and a discretionary annual bonus based on performance
criteria established from time to time by the Board of Directors.

If Mr. Burns' employment is terminated as a result of his death or
total disability, then Mr. Burns (or his estate in the event of his death)
shall be entitled to receive Mr. Burns' base salary accrued through the date of
termination plus bonus payment prorated to the date of termination based on Mr.
Burns' bonus for the previous year.

If Mr. Burns' employment is terminated by the Company for Cause (as
defined therein), Mr. Burns will be entitled to receive only his base salary
accrued through the date of termination. If Mr. Burns' employment is terminated
by the Company other than for Cause, Mr. Burns will be entitled to receive, as
a lump sum payment, the amounts to which he (or his estate) would have been
entitled in the event of his death or total disability, plus monthly severance
equal to his base salary for the lesser of twelve months or the remaining term
of the employment agreement.

If Mr. Burns' employment is terminated by the Company within one year
following a "change in control," then, in addition to the compensation to which
Mr. Burns would be entitled in the event of termination other than for Cause
(and in lieu of any other bonus payment), Mr. Burns will be entitled to receive
a bonus payment prorated for the lesser of 12 months or the remaining term of
the Employment Agreement.

PUT AGREEMENT

Upon Julius S. Burns' death, any Parent Common Units that Mr. Burns
owns will automatically be exchanged for a like number of shares of Holding
Common Stock. Mr. Burns has entered into the Amended and Restated Put
Agreement (the "Burns Put Agreement") pursuant to which Mr. Burns' estate will
have, upon satisfaction of certain conditions, the option during the 90 day
period following his death to cause Holding (or its designee) to repurchase
Holding Common Stock held by Mr. Burns at such time of his death as have a fair
market value of up to $2.0 million (the "Put Right"). The Put Right may be
exercised only if at the time of Mr. Burns' death: (a) Mr. Burns was an
employee of Holding or any of its subsidiaries; (b) Mr. Burns had either (i)
retired at or after age 67, (ii) voluntarily terminated his employment with
Holding or any of its subsidiaries for Good Reason (as defined therein) within
six months following a Change in Control (as defined therein), (iii) been
terminated by Holding or any of its subsidiaries without Cause (as defined
therein) or (iv)

42
<PAGE> 49
otherwise retired with the consent of the Board of Directors of Holding; or (c)
Mr. Burns was no longer employed by Holding due to a disability recognized by
the Board of Directors of Holding.

The purchase price to be paid by Parent upon the exercise of the Put
Right shall be payable through the application of proceeds payable under
certain life insurance contracts purchased by Holding (with a maximum aggregate
premium of up to $100,000) to provide funds to pay the maximum purchase price
of $2,000,000. The Burns Put Agreement will terminate on December 31, 2000,
unless earlier terminated in accordance with its terms. Holding, in its sole
discretion, may elect to terminate the Burns Put Agreement, at any time prior
to Mr. Burns' death, if Mr. Burns is in material default of his obligations
under that certain Non-Competition Agreement dated as of December 31, 1994,
between Mr. Burns and the Company.

NON-COMPETITION AGREEMENT

Julius S. Burns has entered into a Non-Competition Agreement with the
Company under which he has agreed not to: (i) disclose, during or after the
term of his employment, any of the Confidential Information (as defined
therein) to any person or entity for any reason or purpose whatsoever, (ii)
solicit or induce for a period of two years following termination any person
employed by, or the agent of, the Company to terminate his contract of
employment or agency with the Company and (ii) compete with the Company in any
business in which the Company is engaged in at the date of termination in any
state in the United States of America in which the Company has made sales
during the 12 months immediately preceding termination for a period of two
years following termination. If Mr. Burns is terminated by the Board of
Directors of the Company by written or oral notice, Mr. Burns' non-competition
restriction will apply only for a period of one year, plus the number of months
the Company elects to pay monthly severance payments to Mr. Burns after the
expiration of such one year period.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Board of Directors of the Company is responsible for determining
executive officer compensation. Julius S. Burns currently serves as both a
director and the President and Chief Executive Officer of the Company.

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<PAGE> 50
SECURITY OWNERSHIP

The Company is a wholly owned subsidiary of Holding. More than 98% of
the capital stock of Holding is owned by Parent. No director or named
executive officer owns shares of Holding Securities (as defined herein). The
following table and the accompanying footnotes set forth, as of June 12, 1997,
the beneficial ownership of Parent's equity interests by (i) each person who is
known to the Company to own beneficially more than 5% of either class of
Parent's outstanding Common Units, (ii) each director and named executive
officer, and (iii) all directors and officers as a group. On all matters
submitted to a vote of the members of Parent, holders of Parent Class A Common
Units and Parent Class B Common Units (as defined herein) are entitled to cast,
in the aggregate, (i) 50.5% of the total number of votes and (ii) 49.5% of the
total number of votes, respectively, entitled to be cast by holders of all of
the Parent Common Units then outstanding.

<TABLE>
<CAPTION>
NUMBER OF PERCENT OF CLASS
COMMON UNITS OF COMMON UNITS
--------------------- -------------------- PERCENT OF TOTAL
NAME AND ADDRESS CLASS A CLASS B(1) CLASS A CLASS B VOTING POWER(2)
- -------------------------- ------- ---------- ------- ------- ----------------
<S> <C> <C> <C> <C> <C>
Julius S. Burns ....................... 58,902 -- 52.2% -- 26.3%
c/o MMI Products, Inc.
515 West Greens Rd., Ste. 710
Houston, Texas 77067
Thomas F. McWilliams .................. -- 17,014(3) -- 2.6% 1.3%
c/o Citicorp Venture Capital Ltd.
399 Park Avenue
14th Floor, Zone 4
New York, New York 10043
Robert N. Tenczar ..................... 7,500 -- 6.6% -- 3.4%
c/o MMI Products, Inc.
515 West Greens Rd., Ste. 710
Houston, Texas 77067
James M. McCall ....................... 13,850 -- 12.3% -- 6.2%
c/o MMI Products, Inc.
515 West Greens Rd., Ste. 710
Houston, Texas 77067
Davy J. Wilkes ........................ 10,450 -- 9.3% -- 4.7%
c/o Meadow Steel Products
5110 Santa Fe Road
Tampa, Florida 33619
Citicorp Venture Capital Ltd .......... -- 497,473(4) -- 76.3% 37.8%
399 Park Avenue
14th Floor, Zone 4
New York, New York 10043
CCT Partners III ...................... -- 87,789(5) -- 13.5% 6.7%
c/o Citicorp Venture Capital Ltd.
399 Park Avenue
14th Floor, Zone 4
New York, New York 10043
William T. Comfort .................... -- 34,154 -- 5.2% 2.6%
c/o Citicorp Venture Capital Ltd.
399 Park Avenue
14th Floor, Zone 4
New York, New York 10043
Michael W. Babcock .................... 7,520 -- 6.7% -- 3.4%
c/o Merchants Metals
71347 CR 23
New Paris, Indiana 46553
Michael Weaver ........................ 9,160 -- 8.1% -- 4.1%
4901 Langley Road
Houston, Texas
All Directors and Executive
Officers as a Group ................. 90,702 17,014 80.3% 2.6% 41.8%
</TABLE>

44
<PAGE> 51
- ---------
* Less than one percent (1%).
(1) Each Parent Class B Common Unit is convertible at any time, at the
option of the holder, into one Parent Class A Common Unit.
(2) Represents the total voting power represented by the Parent Class A
Common Units or Parent Class B Common Units held by each of the
indicated persons.
(3) Includes 4,006 Parent Class B Common Units owned of record by Alchemy,
L.P., an affiliate of Mr. McWilliams.
(4) Does not include 87,789 Parent Class B Common Units held by CCT
Partners III, an affiliate of CVC, as to which CVC disclaims
beneficial ownership.
(5) Does not include 497,473 Parent Class B Common Units held by CVC, an
affiliate of CCT Partners III, as to which CCT Partners III disclaims
beneficial ownership.

INDEMNIFICATION OF DIRECTORS

The Company has entered into Indemnification Agreements with certain
of its directors and executive officers pursuant to which it will indemnify
such persons against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement incurred as a result of the fact that such person,
in his or her capacity as a director or officer, is made or threatened to be
made a party to any suit or proceeding. Such persons will be indemnified to the
fullest extent now or hereafter permitted by the DGCL. The Indemnification
Agreements also provide for the advancement of certain expenses to such
directors and officers in connection with any such suit or proceeding.

45
<PAGE> 52
CERTAIN TRANSACTIONS

REDEMPTION OF HOLDING PREFERRED STOCK AND REPURCHASE OF STOCK OPTIONS

A portion of the proceeds of the Old Notes Offering was used to
distribute to Holding sufficient funds to permit Holding to redeem all of the
outstanding Holding Series A Junior Preferred Stock and the Series B Senior
Preferred Stock, par value $.01 per share, of Holding (the Holding Series B
Senior Preferred Stock," and together with the Holding Series A Junior
Preferred Stock, the "Holding Preferred Stock"), and to repurchase certain
options held by Mannesmann and members of the Company's management that were
exercisable for shares of Holding Series A Junior Preferred Stock. The number
of shares of Holding Series A Junior Preferred Stock for which such options
were exercisable increased automatically as dividends accrued with respect to
shares of outstanding Holding Series A Junior Preferred Stock. Upon completion
of the Old Notes Offering, Thomas F. McWilliams, Julius S. Burns, James M.
McCall, Davy J. Wilkes, CVC, CCT Partners III, William T. Comfort, Michael W.
Babcock, and Michael Weaver received in the aggregate approximately $1,170,000,
$2,281,000, $539,000, $411,000, $40,545,000, $7,155,000, $1,287,000, $288,000
and $143,000, respectively, for their shares of Holding Preferred Stock and
their options.

THE RECAPITALIZATION

On December 13, 1996, the Company and Holding effected a
recapitalization transaction (the "Recapitalization") pursuant to which the
indebtedness of the Company and the equity of Holding were significantly
restructured. Pursuant to the Recapitalization, the Company repaid (i)
approximately $192,000 of the Company's subordinated indebtedness (plus accrued
but unpaid interest) held by Thomas F. McWilliams, a director of the Company,
and (ii) approximately $14,250,000 of the Company's subordinated indebtedness
(plus accrued but unpaid interest) held by CVC and an affiliate of CVC.

Also pursuant to the Recapitalization, as a result of the
Recapitalization Merger, the capital stock of Holding outstanding prior to the
Recapitalization Merger was converted into the right to receive cash. As a
result, (i) CVC became entitled to receive approximately $37,355,000, (ii)
Thomas F. McWilliams became entitled to receive approximately $822,000, (iii)
Julius S. Burns, the Company's President and Chief Executive Officer and a
director of the Company, became entitled to receive approximately $1,749,000,
(iv) James M. McCall and Davy J. Wilkes, who are executive officers of the
Company, became entitled to receive approximately $485,000 and $373,000,
respectively, and (v) Michael W. Babcock and Michael Weaver, each of whom owns
in excess of 5% of the Holding Class A Common Stock, became entitled to receive
approximately $182,000 and $63,000, respectively.

Immediately following the Recapitalization Merger, pursuant to the
Recapitalization, (i) CVC and an affiliate of CVC purchased shares of Holding
Common Stock and Holding Preferred Stock for an aggregate of approximately
$46,709,000 and (ii) Messrs. McWilliams (together with an affiliated limited
partnership), Burns, Tenczar, McCall, Wilkes, Babcock, Weaver and Comfort
purchased shares of Holding Common Stock and Holding Preferred Stock for
aggregate purchase prices of approximately $1,149,000, $1,487,000, $8,000,
$342,000, $289,000, $150,000, $72,000 and $1,279,000, respectively.

CONTRIBUTION OF HOLDING COMMON STOCK TO PARENT

On June 12, 1997, in connection with the formation of Parent, holders
of Holding Common Stock representing more than 98% of the voting power of
Holding contributed (the "Contribution") all of their respective shares of
Holding Common Stock to Parent in exchange for the same number of Parent Common
Units. As a result of the Contribution, Parent owns more than 98% of Holding
Common Stock (representing more than 98% of the voting power of Holding).

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<PAGE> 53
THE EXCHANGE OFFER

PURPOSE AND EFFECT OF THE EXCHANGE OFFER

The Old Notes were originally sold by the Company on April 16, 1997 to
the Initial Purchaser pursuant to the Purchase Agreement. The Initial
Purchaser subsequently resold the Old Notes to qualified institutional buyers
in reliance on Rule 144A under the Securities Act and to a limited number of
institutional accredited investors that agreed to comply with certain transfer
restrictions and other conditions. As a condition to the completion of the Old
Notes Offering, the Company entered into the Registration Rights Agreement with
the Initial Purchaser pursuant to which the Company agreed to use its best
efforts to cause to be filed with the Commission the Exchange Offer
Registration Statement on the appropriate form under the Securities Act with
respect to an offer to exchange the Old Notes for Exchange Notes. The Exchange
Notes will be substantially identical to the Old Notes, except that the
Exchange Notes will bear a Series B designation and will have been registered
under the Securities Act and, therefore will not contain terms with respect to
transfer restrictions (other than those that might be imposed by state
securities laws) and will not be entitled to registration rights or other
rights under the Registration Rights Agreement. In the event that (i) the
Exchange Offer is not available to any holder or may not be consummated
because, in either case, it would violate applicable securities laws or because
the applicable interpretations of the staff of the Commission would not permit
the Company to effect the Exchange Offer, or (ii) for any other reason the
Exchange Offer is not consummated within 165 days of the Closing Date, the
Company will use its reasonable best efforts to cause to be filed with the
Commission, no later than 195 days after the completion of the Old Notes
Offering, the Shelf Registration Statement. The Company will use its best
efforts to cause the Shelf Registration Statement to be declared effective on
or before the 75th day after the required filing date.

Under existing interpretations of the staff of the Commission, the
Exchange Notes would, in general, be freely transferable after the Exchange
Offer without further registration under the Securities Act. However, any
purchaser of Old Notes who is an "affiliate" of the Company or intends to
participate in the Exchange Offer for the purpose of distributing the Exchange
Notes (i) will not be able to rely on the interpretations of the staff of the
Commission, (ii) will not be able to tender its Old Notes in the Exchange Offer
and (iii) must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any sale or transfer of
the Old Notes, unless such sale or transfer is made pursuant to an exemption
from such requirements.

Each holder who wishes to exchange such Old Notes for Exchange Notes
in the Exchange Offer will be required to make certain representations,
including representations that (i) it is not an affiliate of the Company, (ii)
it is not engaged in, and does not intend to engage in, and has no arrangement
or understanding with any person to participate in, a distribution of the
Exchange Notes and (iii) it is acquiring the Exchange Notes in its ordinary
course of business. In addition, broker-dealers receiving Exchange Notes in
the Exchange Offer will have a prospectus delivery requirement with respect to
resales of Exchange Notes. The Commission has taken the position that such
broker-dealers may fulfill their prospectus delivery requirements with respect
to the Exchange Notes (other than a resale of an unsold allotment from the
original sale of Old Notes) with the prospectus contained in the Exchange Offer
Registration Statement. Under the Registration Rights Agreement, the Company
is required to allow such broker-dealers to use the prospectus contained in the
Exchange Offer Registration Statement in connection with the resale of such
Exchange Notes for a period of 180 days after the Exchange Offer Registration
Statement is declared effective.

The Registration Rights Agreement provides that, to the extent not
prohibited by any applicable law or Commission policy, (i) the Company will
cause to be filed with the Commission an Exchange Offer Registration Statement
on or prior to 60 days after the completion of the Old Notes Offering, (ii) the
Company will use its best efforts to have such Exchange Offer Registration
Statement declared effective under the Securities Act by the Commission on or
prior to 135 days after the completion of the Old Notes Offering, (iii) the
Company shall have commenced the Exchange Offer and shall use its best efforts
to cause the Exchange Offer to be consummated on or prior to 165 days after the
completion of the Old Notes Offering, and (iv) the Company, if it is obligated
to cause the Shelf Registration Statement to be filed with the Commission, will
cause to be filed with the Commission the Shelf Registration Statement, no
later than 195 days after the completion of the Old Notes Offering, and use
its reasonable best efforts to cause the Shelf Registration Statement to be
declared effective by the Commission. The Company shall use its best efforts
to keep such Shelf Registration Statement continuously effective, supplemented
and amended until the second anniversary of the completion of the Old Notes
Offering or such

47
<PAGE> 54
shorter period that will terminate when all the securities covered by the Shelf
Registration Statement have been sold pursuant to the Shelf Registration
Statement.

If (i) the Company fails to file any of the registration statements
required by the Registration Rights Agreement on or prior to the date specified
for such filing, (ii) any of such registration statements are not declared
effective by the Commission on or prior to the date specified for such
effectiveness (the "Effectiveness Target Date"), (iii) the Company fails to
consummate the Exchange Offer on or prior to 30 days after the Effectiveness
Target Date with respect to the Exchange Offer Registration Statement (if the
Company is required by the Registration Rights Agreement to complete the
Exchange Offer), or (iv) the Shelf Registration Statement or the Exchange Offer
Registration Statement is declared effective but thereafter ceases to be
effective or usable during the periods specified in the Registration Rights
Agreement (each such event referred to in clauses (i) through (iv) above, a
"Registration Default"), then the Company will be required to pay Liquidated
Damages to each holder affected by such Registration Default on each interest
payment date. Liquidated Damages shall accrue from and after the date of each
Registration Default, and shall continue to accrue thereafter until such
Registration Default has been cured or waived as set forth in the Registration
Rights Agreement, at a rate equal to 0.25% per annum of the principal amount of
Old Notes during the first 90-day period immediately following the occurrence
of such Registration Default, which rate shall increase by an additional 0.25%
per annum on the first day of each subsequent 90-day period up to a maximum
rate equal to 1.0% per annum.

The summary herein of certain provisions of the Registration Rights
Agreement does not purport to be complete and is subject to, and is qualified
in its entirety by, all the provisions of the Registration Rights Agreement, a
copy of which is filed as an exhibit to the Exchange Offer Registration
Statement of which this Prospectus is a part.

Following the consummation of the Exchange Offer, holders of the Old
Notes who were eligible to participate in the Exchange Offer but who did not
tender their Old Notes will not have any further registration rights and such
Old Notes will continue to be subject to certain restrictions on transfer.
Accordingly, the liquidity of the market for such Old Notes could be adversely
affected.

TERMS OF THE EXCHANGE OFFER

Upon the terms and subject to the conditions set forth in this
Prospectus and in the Letter of Transmittal, the Company will accept any and
all Old Notes validly tendered and not withdrawn prior to 5:00 p.m., New York
time, on the Expiration Date. The Company will issue $1,000 principal amount
of Exchange Notes in exchange for each $1,000 principal amount of outstanding
Old Notes accepted in the Exchange Offer. Holders may tender some or all of
their Old Notes pursuant to the Exchange Offer. However, Old Notes may be
tendered only in integral multiples of $1,000.

The form and terms of the Exchange Notes are the same as the form and
terms of the Old Notes except that (i) the Exchange Notes bear a Series B
designation and a different CUSIP Number from the Old Notes, (ii) the Exchange
Notes have been registered under the Securities Act and hence will not bear
legends restricting the transfer thereof and (iii) the holders of the Exchange
Notes will not be entitled to certain rights under the Registration Rights
Agreement, including the provisions providing for an increase in the interest
rate on the Old Notes in certain circumstances relating to the timing of the
Exchange Offer, all of which rights generally will terminate when the Exchange
Offer is terminated. The Exchange Notes will evidence the same debt as the Old
Notes and will be entitled to the benefits of the Indenture.

As of the date of this Prospectus, $120,000,000 aggregate principal
amount of Old Notes were outstanding. The Company has fixed the close of
business on _______________, 1997 as the record date for the Exchange Offer for
purposes of determining the persons to whom this Prospectus and the Letter of
Transmittal will be mailed initially.

Holders of Old Notes do not have any appraisal or dissenters rights
under the General Corporation Law of Delaware or the Indenture in connection
with the Exchange Offer. The Company intends to conduct the Exchange Offer in
accordance with the applicable requirements of the Exchange Act and the rules
and regulations of the Commission thereunder.

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<PAGE> 55
The Company shall be deemed to have accepted validly tendered Old
Notes when, as and if the Company has given oral or written notice thereof to
the Exchange Agent. The Exchange Agent will act as agent for the tendering
holders for the purpose of receiving the Exchange Notes from the Company.

If any tendered Old Notes are not accepted for exchange because of an
invalid tender, the occurrence of certain other events set forth herein or
otherwise, the certificates for any such unaccepted Old Notes will be returned,
without expense, to the tendering holder thereof as promptly as practicable
after the Expiration Date.

Holders who tender Old Notes in the Exchange Offer will not be
required to pay brokerage commissions or fees or, subject to the instructions
in the Letter of Transmittal, transfer taxes with respect to the exchange of
Old Notes pursuant to the Exchange Offer. The Company will pay all charges and
expenses, other than transfer taxes in certain circumstances, in connection
with the Exchange Offer. See " -- Fees and Expenses."

EXPIRATION DATE; EXTENSIONS; AMENDMENTS

The term "Expiration Date" shall mean 5:00 p.m., New York time, on
_________,1997, unless the Company, in its sole discretion, extends the
Exchange Offer, in which case the term "Expiration Date" shall mean the latest
date and time to which the Exchange offer is extended. Notwithstanding the
foregoing, the Company will not extend the Expiration Date beyond
___________________, 1997.

In order to extend the Exchange Offer, the Company will notify the
Exchange Agent of any extension by oral or written notice and will mail to the
registered holders an announcement thereof, each prior to 9:00 a.m., New York
time, on the next business day after the previously scheduled expiration date.

The Company reserves the right, in its sole discretion, (i) to delay
accepting any Old Notes, to extend the Exchange Offer or to terminate the
Exchange Offer if any of the conditions set forth below under " -- Conditions"
shall not have been satisfied, by giving oral or written notice of such delay,
extension or termination to the Exchange Agent or (ii) to amend the terms of
the Exchange Offer in any manner. Any such delay in acceptance, extension,
termination or amendment will be followed as promptly as practicable by oral or
written notice thereof to the registered holders.

INTEREST ON THE EXCHANGE NOTES

The Exchange Note will bear interest from the most recent date to
which interest has been paid or duly provided for on the Old Note surrendered
in exchange for such Exchange Note or, if no interest has been paid or duly
provided for on such Old Note, from April 16, 1997. Interest on the Exchange
Notes is payable semi-annually on each April 15 and October 15, commencing on
October 15, 1997.

Holders of Old Notes whose Old Notes are accepted for exchange will
not receive accrued interest on such Old Notes for any period from and after
the last date to which interest has been paid or duly provided for on the Old
Notes prior to the original issue date of the Exchange Notes or, if no such
interest has been paid or duly provided for will not receive any accrued
interest on such Old Notes, and will be deemed to have waived, the right to
receive any interest on such Old Notes accrued from and after the last date to
which interest has been paid or duly provided for on the Old Notes or, if no
such interest has been paid or duly provided for, from and after April 16,
1997.

PROCEDURES FOR TENDERING

For a holder of Old Notes to tender Old Notes validly pursuant to the
Exchange Offer, a properly completed and duly executed Letter of Transmittal
(or facsimile thereof), with any required signature guarantee, or (in the case
of a book-entry transfer), an Agent's Message in lieu of the Letter of
Transmittal, and any other required documents, must be received by the Exchange
Agent at the address set forth in the Letter of Transmittal prior to 5:00 p.m.,
New York time, on the Expiration Date. In addition, prior to 5:00 p.m., New
York time, on the Expiration Date, either (a) certificates for tendered Old
Notes must be received by the Exchange Agent at such address or (b) such Old
Notes must be transferred pursuant to the procedures for book-entry transfer
described below (and a confirmation of such tender received by the Exchange
Agent, including an Agent's Message if the tendering holder has not delivered a
Letter of Transmittal).

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<PAGE> 56
The term "Agent's Message" means a message transmitted by the
Depository, received by the Exchange Agent and forming part of the confirmation
of a book-entry transfer, which states that the Depository has received an
express acknowledgment from the participant in the Depository tendering Old
Notes which are the subject of such book-entry confirmation that such
participant has received and agrees to be bound by the terms of the Letter of
Transmittal and that the Company may enforce such agreement against such
participant. In the case of an Agent's Message relating to guaranteed
delivery, the term means a message transmitted by the Depository and received
by the Exchange Agent, which states that the Depository has received an express
acknowledgment from the participant in the Depository tendering Old Notes that
such participant has received and agrees to be bound by the Notice of
Guaranteed Delivery.

By tendering Old Notes pursuant to the procedures set forth above,
each holder will make to the Company the representations set forth above in the
third paragraph under the heading " -- Purpose and Effect of the Exchange
Offer."

The tender by a holder and the acceptance thereof by the Company will
constitute agreement between such holder and the Company in accordance with the
terms and subject to the conditions set forth herein and in the Letter of
Transmittal.

THE METHOD OF DELIVERY OF OLD NOTES AND THE LETTER OF TRANSMITTAL AND
ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND SOLE
RISK OF THE HOLDER. AS AN ALTERNATIVE TO DELIVERY BY MAIL, HOLDERS MAY WISH TO
CONSIDER OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE
EXPIRATION DATE. NO LETTER OF TRANSMITTAL OR NOTES SHOULD BE SENT TO THE
COMPANY. HOLDERS MAY REQUEST THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL
BANKS, TRUST COMPANIES OR NOMINEES TO EFFECT THE ABOVE TRANSACTIONS FOR SUCH
HOLDERS.

Any beneficial owner whose Old Notes are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and who wishes
to tender should contact the registered holder promptly and instruct such
registered holder to tender on such beneficial owner's behalf. see "Instruction
to Registered Holder and/or Book-Entry Transfer Facility Participant from
Owner" included with the Letter of Transmittal.

Signatures on a Letter of Transmittal or a notice of withdrawal, as
the case may be, must be guaranteed by an Eligible Institution (as defined
below) unless the Old Notes tendered pursuant thereto are tendered (i) by a
registered holder who has not completed the box entitled "Special Registration
Instructions" or "Special Delivery Instructions" on the Letter of Transmittal
or (ii) for the account of an Eligible Institution. In the event that
signatures on a Letter of Transmittal or a notice of withdrawal, as the case
may be, are required to be guaranteed, such guarantee must be by a member firm
of the Medallion System (an "Eligible Institution").

If the Letter of Transmittal is signed by a person other than the
registered holder of any Old Notes listed therein, such Old Notes must be
endorsed or accompanied by a properly completed bond power, signed by such
registered holder as such registered holder's name appears on such Old Notes
with the signature thereon guaranteed by an Eligible Institution.

If the Letter of Transmittal or any Old Notes or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
offices of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and evidence
satisfactory to the Company of their authority to so act must be submitted with
the Letter of Transmittal.

The Company understands that the Exchange Agent will make a request
promptly after the date of this Prospectus to establish accounts with respect
to the Old Notes at the book-entry transfer facility, The Depository Trust
Company ("DTC" or the "Book-Entry Transfer Facility"), for the purpose of
facilitating the Exchange Offer, and subject to the establishment thereof, any
financial institution that is a participant in the Book-Entry Transfer
Facility's system may make book-entry delivery of Old Notes by causing such
Book-Entry Transfer Facility to transfer such Old Notes into the Exchange
Agent's account with respect to the Old Notes in accordance with the Book-Entry
Transfer Facility's procedures for such transfer. Although delivery of the Old
Notes may be effected through book-entry transfer into the Exchange Agent's
account at the Book-Entry Transfer Facility, an appropriate Letter of
Transmittal properly completed and duly executed with any required signature
guarantee, or, in the case of a book-entry transfer, an Agent's Message in lieu
of the

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<PAGE> 57
Letter of Transmittal and all other required documents must in each case be
transmitted to and received or confirmed by the Exchange Agent at its address
set forth in the Letter of Transmittal on or prior to the Expiration Date, or,
if the guaranteed delivery procedures described below are complied with, within
the time period provided under such procedures. Delivery of documents to the
Book-Entry Transfer Facility does not constitute delivery to the Exchange
Agent.

The Exchange Agent and DTC have confirmed that the Exchange Offer is
eligible for the DTC Automated Tender Offer Program ("ATOP"). Accordingly, DTC
participants may electronically transmit their acceptance of the Exchange Offer
by causing DTC to transfer Old Notes to the Exchange Agent in accordance with
DTC's ATOP procedures for transfer. DTC will then send an Agent's Message to
the Exchange Agent.

All questions as to the validity, form, eligibility (including time of
receipt), acceptance of tendered Old Notes and withdrawal of tendered Old Notes
will be determined by the Company in its sole discretion, which determination
will be final and binding. The Company reserves the absolute right to reject
any and all Old Notes not properly tendered or any Old Notes the Company's
acceptance of which would, in the opinion of counsel for the Company, be
unlawful. The Company also reserves the right in its sole discretion to waive
any defects, irregularities or conditions of tender as to particular Old Notes.
The Company's interpretation of the terms and conditions of the Exchange Offer
(including the instructions in the Letter of Transmittal) will be final and
binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of Old Notes must be cured within such time as the
Company shall determine. Although the Company intends, to notify holders of
defects or irregularities with respect to tenders of Old Notes, neither the
Company, the Exchange Agent nor any other person shall incur any liability for
failure to give such notification. Tenders of Old Notes will not be deemed to
have been made until such defects or irregularities have been cured or waived.
Any Old Notes received by the Exchange Agent that are not properly tendered and
as to which the defects or irregularities have not been cured or waived will be
returned by the Exchange Agent to the tendering holders, unless otherwise
provided in the Letter of Transmittal, as soon as practicable following the
Expiration Date.

GUARANTEED DELIVERY PROCEDURES

Holders who wish to tender their Old Notes and (i) whose Old Notes are
not immediately available, (ii) who cannot deliver their Old Notes, the Letter
of Transmittal or any other required documents to the Exchange Agent or (iii)
who cannot complete the procedures for book-entry transfer, prior to the
Expiration Date, may effect a tender if:

(a) the tender is made through an Eligible Institution;

(b) prior to the Expiration Date, the Exchange Agent
receives from such Eligible Institution a properly completed and duly
executed Notice of Guaranteed Delivery (by facsimile transmission,
mail or hand delivery) setting forth the name and address of the
holder, the certificate number(s) of such Old Notes and the principal
amount of Old Notes tendered, stating that the tender is being made
thereby and guaranteeing that, within five New York Stock Exchange
trading days after the Expiration Date, the Letter of Transmittal (or
facsimile thereof) together with the certificate(s) representing the
Old Notes (or a confirmation of book-entry transfer of such Old Notes
into the Exchange Agent's account at the Book-Entry Transfer
Facility), and any other documents required by the Letter of
Transmittal will be deposited by the Eligible Institution with the
Exchange Agent; and

(c) such properly completed and executed Letter of
Transmittal (of facsimile thereof), as well as the certificates
representing all tendered Old Notes in proper form for transfer (or a
confirmation of book-entry transfer of such Old Notes into the
Exchange Agent's account at the Book-Entry Transfer Facility), and all
other documents required by the Letter of Transmittal are received by
the Exchange Agent upon five New York Stock Exchange trading days
after the Expiration Date.

Upon request to the Exchange Agent, a Notice of Guaranteed Delivery
will be sent to holders who wish to tender their Old Notes according to the
guaranteed delivery procedures set forth above.

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<PAGE> 58
WITHDRAWAL OF TENDERS

Except as otherwise provided herein, tenders of Old Notes may be
withdrawn at any time prior to 5:00 p.m., New York time, on the Expiration
Date.

To withdraw a tender of Old Notes in the Exchange Offer, a telegram,
telex, letter or facsimile transmission notice of withdrawal must be received
by the Exchange Agent at its address set forth in the Letter of Transmittal
prior to 5:00 p.m., New York time, on the Expiration Date. Any such notice of
withdrawal must (i) specify the name of the person having deposited the Old
Notes to be withdrawn (the "Depositor"), (ii) identify the Old Notes to be
withdrawn (including the certificate number(s) and principal amount of such Old
Notes, or, in the case of Old Notes transferred by book-entry transfer, the
name and number of the account at the Book-Entry Transfer Facility to be
credited), (iii) be signed by the holder in the same manner as the original
signature on the Letter of Transmittal by which such Old Notes were tendered
(including any required signature guarantees) or be accompanied by documents of
transfer sufficient to have the Trustee with respect to the Old Notes register
the transfer of such Old Notes into the name of the person withdrawing the
tender and (iv) specify the name in which any such Old Notes are to be
registered, if different from that of the Depositor. All questions as to the
validity, form and eligibility (including time of receipt) of such notices will
be determined by the Company, whose determination shall be final and binding on
all parties. Any Old Notes so withdrawn will be deemed not to have been
validly tendered for purposes of the Exchange Offer and no Exchange Notes will
be issued with respect thereto unless the Old Notes so withdrawn are validly
retendered. Any Old Notes which have been tendered but which are not accepted
for exchange will be returned to the holder thereof without cost to such holder
as soon as practicable after withdrawal, rejection of tender or termination of
the Exchange Offer. Properly withdrawn Old Notes may be retendered by
following one of the procedures described above under " -- Procedures for
Tendering" at any time prior to the Expiration Date.

CONDITIONS

Notwithstanding any other term of the Exchange offer, the Company
shall not be required to accept for exchange, or exchange Exchange Notes for,
any Old Notes, and may terminate or amend the Exchange Offer as provided herein
before the acceptance of such Old Notes, if:

(a) any action or proceeding is instituted or threatened
in any court or by or before any governmental agency with respect to
the Exchange Offer which, in the Company's reasonable discretion,
might materially impair the ability of the Company to proceed with the
Exchange Offer or any material adverse development has occurred in any
existing action or proceeding with respect to the Company or any of
its subsidiaries; or

(b) any law, statute, rule, regulation or interpretation
by the staff of the Commission is proposed, adopted or enacted, which,
in the Company's reasonable discretion, might materially impair the
ability of the Company to proceed with the Exchange offer or
materially impair the contemplated benefits of the Exchange offer to
the Company; or

(c) any governmental approval has not been obtained,
which approval the Company shall, in the Company's reasonable
discretion, deem necessary for the consummation of the Exchange Offer
as contemplated hereby; or

(d) there shall have occurred (1) any general suspension
of, or limitation on prices for, trading in securities in the United
States securities or financial markets, (2) any significant adverse
change in the price of the Old Notes or in the United States
securities or financial markets, (3) a material impairment in the
trading market for debt securities, (4) a declaration of a banking
moratorium or any suspension of payments in respect of banks in the
United States (whether or not mandatory), (5) any limitation (whether
or not mandatory) by a government authority, or other event that, in
the reasonable judgment of the Company, might affect the extension of
credit by banks or other lending institutions in the United States; or

(e) a commencement of war, armed hostilities or other
national or international crisis directly or indirectly involving the
United States.

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<PAGE> 59
If the Company determines in its reasonable discretion that any of the
conditions are not satisfied, the Company may (i) refuse to accept any Old
Notes and return all tendered Old Notes to the tendering holders, (ii) extend
the Exchange Offer and retain all Old Notes tendered prior to the expiration of
the Exchange Offer, subject, however, to the rights of holders to withdraw such
Old Notes (see "-- Withdrawal of Tenders"), or (iii) waive such unsatisfied
conditions with respect to the Exchange Offer and accept all properly tendered
Old Notes which have not been withdrawn.

EXCHANGE AGENT

United States Trust Company of Texas, N.A. (the "Exchange Agent") has
been appointed as Exchange Agent for the Exchange Offer. Questions and
requests for assistance, requests for additional copies of this Prospectus or
of the Letter of Transmittal and requests for Notice of Guaranteed Delivery
should be directed to the Exchange Agent at the address indicated in the Letter
of Transmittal. Delivery to an address other than as set forth in the Letter
of Transmittal will not constitute a valid delivery.

FEES AND EXPENSES

The expenses of soliciting tenders will be borne by the Company. The
principal solicitation is being made by mail; however, additional solicitation
may be made by telegraph, telecopy, telephone or in person by officers and
regular employees of the Company and its affiliates.

The Company has not retained any dealer-manager in connection with the
Exchange Offer and will not make any payments to brokers, dealers, or others
soliciting acceptances of the Exchange Offer. The Company, however, will pay
the Exchange Agent reasonable and customary fees for its services and will
reimburse it for its reasonable out-of-pocket expenses in connection therewith.

The cash expenses to be incurred in connection with the Exchange Offer
will be paid by the Company. Such expenses include fees and expenses of the
Exchange Agent and Trustee, accounting and legal fees and printing costs, among
others.

ACCOUNTING TREATMENT

The Exchange Notes will be recorded at the same carrying value as the
Old Notes, which is face value, as reflected in the Company's accounting
records on the date of exchange. Accordingly, no gain or loss for accounting
purposes will be recognized by the Company. The expenses of the Exchange Offer
will be expensed over the term of the Exchange Notes.

CONSEQUENCES OF FAILURE TO EXCHANGE

The Old Notes that are not exchanged for Exchange Notes pursuant to
the Exchange Offer will remain restricted securities. Accordingly, such Old
Notes may be resold only (i) to the Company (upon redemption thereof or
otherwise), (ii) so long as the Old Notes are eligible for resale pursuant to
Rule 144A, to a person inside the United States whom the seller reasonably
believes is a qualified institutional buyer within the meaning of Rule 144A
under the Securities Act in a transaction meeting the requirements of Rule
144A, in accordance with Rule 144 under the Securities Act, (iii) pursuant to
another exemption from the registration requirements of the Securities Act (and
based upon an opinion of counsel, if the Company so requests), (iv) outside the
United States to a foreign person in a transaction meeting the requirements of
Rule 904 under the Securities Act, or (v) pursuant to an effective registration
statement under the Securities Act, in each case in accordance with any
applicable securities laws of any state of the United States.

RESALE OF THE EXCHANGE NOTES

With respect to resales of Exchange Notes, based on interpretations by
the staff of the Commission set forth in no-action letters issued to third
parties (for example, the letters of the commission to (i) Exxon Capital
Holdings Corporation, available May 13, 1988, (ii) Morgan Stanley & Co., Inc.
available June 5, 1991 and (iii) Shearson & Sterling, available July 2, 1993),
the Company believes that a holder or other person (other than a person that is
an affiliate of the Company within the meaning of Rule 405 under the Securities
Act) who receives Exchange Notes in exchange for Old Notes in the

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<PAGE> 60
ordinary course of business and who is not participating, does not intend to
participate, and has no arrangement or understanding with any person to
participate, in the distribution of the Exchange Notes, will be allowed to
resell the Exchange Notes to the public without further registration under the
Securities Act and without delivering to the purchasers of the Exchange Notes a
prospectus that satisfies the requirements of Section 10 of the Securities Act.
However, if any holder acquires Exchange Notes in the Exchange Offer for the
purpose of distributing or participating in a distribution of the Exchange
Notes, such holder cannot rely on the position of the staff of the Commission
enunciated in such no-action letters or any similar interpretive letters, and
must comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any resale transaction, unless an exemption
from registration is otherwise available. Further, each Participating
Broker-Dealer that receives Exchange Notes for its own account in exchange for
Old Notes, where such Old Notes were acquired by such Participating
Broker-Dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Notes.

Each holder of Old Notes who wishes to exchange Old Notes for Exchange
Notes in the Exchange Offer will be required to represent that (i) it is not an
affiliate of the Company, (ii) it is not engaged in, and does not intend to
engage in, and has no arrangement or understanding with any person to
participate in, a distribution of the Exchange Notes and (iii) it is acquiring
the Exchange Notes in its ordinary course of business. Each broker-dealer that
receives Exchange Notes for its own account pursuant to the Exchange Offer must
acknowledge that it acquired the Old Notes for its own account as the result of
market-making activities or other trading activities and must agree that it
will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such Exchange Notes. The Letter of Transmittal
states that by so acknowledging and by delivering a prospectus, a broker-dealer
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act. Based on the position taken by the staff of the Division
of Corporation Finance of the Commission in the interpretive letters referred
to above, the Company believes that Participating Broker-Dealers who acquired
Old Notes for their own accounts as a result of market-making activities or
other trading activities may fulfill their prospectus delivery requirements
with respect to the Exchange Notes received upon exchange of such Old Notes
(other than Old Notes which represent an unsold allotment from the original
sale of the Old Notes) with a prospectus meeting the requirements of the
Securities Act, which may be the prospectus prepared for an exchange offer so
long as it contains a description of the plan of distribution with respect to
the resale of such Exchange Notes. Accordingly, this Prospectus, as it may be
amended or supplemented from time to time, may be used by a Participating
Broker-Dealer during the period referred to below in connection with resales of
Exchange Notes received in exchange for Old Notes where such Old Notes were
acquired by such Participating Broker-Dealer for its own account as a result of
market-making or such other trading activities. Subject to certain provisions
set forth in the Registration Rights Agreement, the Company has agreed that
this Prospectus, as it may be amended or supplemented from time to time, may be
used by a Participating Broker-Dealer in connection with resales of such
Exchange Notes for a period ending 180 days after the date on which the
Exchange Offer Registration Statement is declared effective. However, a
Participating Broker-Dealer who intends to use this Prospectus in connection
with the resale of Exchange Notes received in exchange for Old Notes pursuant
to the Exchange Offer must notify the Company, or cause the Company to be
notified, on or prior to the Expiration Date, that it is a Participating
Broker-Dealer. Such notice may be given in the space provided for that purpose
in the Letter of Transmittal or may be delivered to the Exchange Agent at one
of the addresses set forth in the Letter of Transmittal. See "Plan of
Distribution." Any Participating Broker-Dealer who is an "affiliate" of the
Company may not rely on such interpretive letters and must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction.

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<PAGE> 61
DESCRIPTION OF EXCHANGE NOTES

GENERAL

The Old Notes were issued and the Exchange Notes will be issued
pursuant to the Indenture dated April 16, 1997 (the "Indenture") between the
Company and U.S. Trust Company of Texas, N.A., as trustee (the "Trustee"). The
terms of the Exchange Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act"). The Exchange Notes are subject to all such
terms, and holders of Exchange Notes are referred to the Indenture and the
Trust Indenture Act for a statement thereof. The following summary of certain
provisions of the Exchange Notes and the Indenture does not purport to be
complete and is qualified in its entirety by reference to the Exchange Notes
and the Indenture, including the definitions therein of certain terms used
below. Copies of the Indenture will be made available to prospective purchasers
of Exchange Notes as set forth below under " -- Additional Information." The
definitions of certain terms used in the following summary are set forth below
under " -- Certain Definitions." Capitalized terms used herein and not
otherwise defined shall have the respective meanings assigned to them in the
Indenture.

The Old Notes are, and the Exchange Notes will be, general unsecured
obligations of the Company, limited to $200.0 million aggregate principal
amount outstanding at any given time of which $120.0 million aggregate
principal amount was issued in the Old Notes Offering. Additional amounts may
be issued in one or more series from time to time subject to the limitations
set forth under " -- Certain Covenants -- Limitation on Incurrence of
Indebtedness and Issuance of Disqualified Stock" and restrictions contained in
the Credit Facility. The Exchange Notes will rank pari passu with any Old Notes
that remain outstanding following the Exchange Offer. The Notes will be
subordinated in right of payment to the prior payment in full of all Senior
Indebtedness of the Company and senior or pari passu in right of payment to all
existing and future subordinated Indebtedness of the Company, in each case,
whether outstanding on the date of the Indenture or incurred thereafter. See "
- -- Subordination." The Exchange Notes will be issued only in fully registered
form, without coupons, in denominations of $1,000 and any integral multiple
thereof. No service charge will be made for any registration of transfer or
exchange of Notes, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Initially, the Trustee will act as paying agent and registrar for the Exchange
Notes. The form and terms of the Exchange Notes are the same as the form and
terms of the Old Notes except that (i) the Exchange Notes bear a Series B
designation, (ii) the Exchange Notes have been registered under the Securities
Act and, therefore, will not bear legends restricting the transfer thereof, and
(iii) the holders of the Exchange Notes will not be entitled to certain rights
under the Registration Rights Agreement, including the provisions providing for
an increase in the interest rate on the Old Notes in certain circumstances
relating to the timing of the Exchange Offer, which rights will terminate when
the Exchange Offer is consummated.

The Company does not currently have any Subsidiaries. If, in the
future, the Company creates or acquires any Subsidiaries, it will be permitted
to designate Subsidiaries as either "Restricted Subsidiaries," which will be
subject to all the provisions of the Indenture, or as "Unrestricted
Subsidiaries," which generally will not be subject to the provisions of the
Indenture (other than certain provisions, such as those establishing the
requirements that must be met in order for a Subsidiary to be treated as an
Unrestricted Subsidiary and the provisions described under the "Limitation on
Restricted Payments" and "Transactions with Affiliates" covenants and the
related definitions, which will limit the Company's ability to make investments
in, or otherwise engage in transactions with, Unrestricted Subsidiaries). The
following Description of Exchange Notes has been prepared as though the Company
currently has Subsidiaries that have been designated as Restricted
Subsidiaries.

PRINCIPAL, MATURITY AND INTEREST

The Exchange Notes will mature on April 15, 2007. Interest on the
Exchange Notes will accrue at the rate of 11.25% per annum and will be payable
semi-annually in arrears on April 15 and October 15 of each year, commencing on
October 15, 1997, to holders of record on the immediately preceding April 1 and
October 1. Interest on the Exchange Notes will accrue from the most recent date
to which interest has been paid or duly provided for on the Old Note
surrendered in exchange for such Exchange Note or, if no interest has been paid
or duly provided for on such Old Note, from April 16, 1997. Interest will be
computed on the basis of a 360-day year comprised of twelve 30-day months.

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<PAGE> 62
The Exchange Notes will be payable as to principal, premium, if any,
interest and Liquidated Damages, if any, thereon at the office or agency of the
Company maintained for such purpose within the City and State of New York or,
at the option of the Company, payment of interest and Liquidated Damages, if
any, thereon may be made by check mailed to the holders of the Exchange Notes
at their respective addresses set forth in the register of holders of the
Notes; provided that all payments with respect to Global Notes will be required
to be made by wire transfer of immediately available funds to the accounts
specified by the holders thereof. Until otherwise designated by the Company,
the Company's office or agency in New York will be the office of the Trustee
maintained for such purpose.

The Trustee is Paying Agent and Registrar under the Indenture. The
Company may act as Paying Agent or Registrar under the Indenture, and the
Company may change the Paying Agent or Registrar without notice to the holders
of the Exchange Notes.

OPTIONAL REDEMPTION

The Notes will not be redeemable at the Company's option prior to
April 15, 2002. Thereafter, the Notes will be subject to redemption at the
option of the Company, in whole or in part, upon not less than 30 nor more than
60 days' notice, at the redemption prices (expressed as percentages of
principal amount) set forth below plus accrued and unpaid interest and
Liquidated Damages, if any, thereon to the applicable redemption date, if
redeemed during the twelve-month period beginning on April 15 of the years
indicated below:

<TABLE>
<CAPTION>
YEAR PERCENTAGE
---- ----------
<S> <C>
2002 . . . . . . . . . . . . . . . 105.625%
2003 . . . . . . . . . . . . . . . 103.750%
2004 . . . . . . . . . . . . . . . 101.875%
2005 and thereafter . . . . . . . . 100.000%
</TABLE>

Notwithstanding the foregoing, on or prior to April 15, 2000, the
Company may, at its option, redeem at any time or from time to time up to 35%
of the aggregate original principal amount of the Notes (including, for this
purpose, one or more series of notes issued under the Indenture after the
Closing Date) issued at a redemption price equal to 111.25% of the principal
amount thereof, plus accrued and unpaid interest and Liquidated Damages, if
any, thereon to the redemption date, with the net cash proceeds of one or more
Public Equity Offerings; provided, however, that at least $78.0 million in
aggregate principal amount of Notes remains outstanding following each such
redemption; provided, further, that notice of such redemption shall be given
not later than 30 days, and such redemption shall occur not later than 60 days,
after the date of the closing of any such Public Equity Offering.

SELECTION AND NOTICE

If less than all of the Notes are to be redeemed at any time,
selection of Notes for redemption will be made by the Trustee in compliance
with the requirements of the principal national securities exchange, if any, on
which the Notes are listed, or, if the Notes are not so listed, on a pro rata
basis, by lot or by such other method as the Trustee shall deem fair and
appropriate, unless otherwise provided in the Indenture, provided that no Notes
of $1,000 principal amount or less shall be redeemed in part. Notices of
redemption shall be mailed by first class mail to each holder of Notes to be
redeemed at its registered address. If any Note is to be redeemed in part only,
the notice of redemption that relates to such Note shall state the portion of
the principal amount thereof to be redeemed. A new Note in principal amount
equal to the unredeemed portion thereof will be issued in the name of the
holder thereof upon cancellation of the original Note. On and after the
redemption date (unless the Company shall default in the payment of the
redemption price, together with accrued and unpaid interest and Liquidated
Damages, if any, thereon to the redemption date), interest will cease to accrue
on Notes or portions thereof called for redemption.

MANDATORY REDEMPTION

Except as set forth below under " -- Repurchase at the Option of
Holders," the Company is not required to make mandatory redemption or sinking
fund payments with respect to the Exchange Notes.

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<PAGE> 63
REPURCHASE AT THE OPTION OF HOLDERS

Change of Control

Upon the occurrence of a Change of Control, each holder of Notes will
have the right to require the Company to repurchase all or any part (equal to
$1,000 or an integral multiple thereof) of such holder's Notes pursuant to the
offer described below (the "Change of Control Offer") at a repurchase price in
cash equal to 101% of the aggregate principal amount thereof, plus accrued and
unpaid interest and Liquidated Damages, if any, thereon to the date of
repurchase (the "Change of Control Payment Date"). Notice of a Change of
Control Offer shall be prepared by the Company and shall be mailed by the
Company with a copy to the Trustee or, at the option of the Company and at the
expense of the Company, by the Trustee within 30 days following a Change of
Control to each holder of the Notes and such Change of Control Offer must
remain open for at least 30 and not more than 40 days (unless otherwise
required by applicable law). In addition, the Company will comply with the
requirements of Rule 14e-1 under the Exchange Act and any other securities
laws, rules and regulations thereunder to the extent such laws, rules and
regulations are applicable in connection with the repurchase of the Notes in
connection with a Change of Control.

On the Change of Control Payment Date, the Company will, to the extent
lawful, (i) accept for payment Notes or portions thereof tendered pursuant to
the Change of Control Offer, (ii) deposit with the Paying Agent an amount equal
to the Change of Control Payment in respect of all Notes or portions thereof so
tendered, and (iii) deliver or cause to be delivered to the Trustee the Notes
so accepted together with an Officers' Certificate stating the aggregate
principal amount of Notes or portions thereof accepted for payment by the
Company. The Paying Agent will promptly mail to each holder of Notes so
accepted the Change of Control Payment for such Notes, and the Trustee will
promptly authenticate and mail (or cause to be transferred by book-entry) to
each holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered, if any; provided that each such new Note will be in a
principal amount of $1,000 or an integral multiple thereof. The Company will
publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.

With respect to the sale of assets referred to in the definition of
"Change of Control," the phrase "all or substantially all" as used in the
Indenture varies according to the facts and circumstances of the subject
transaction, has no clearly established meaning under New York law (which
governs the Indenture) and is subject to judicial interpretation. Accordingly,
in certain circumstances there may be a degree of uncertainty in ascertaining
whether a particular transaction would involve a disposition of "all or
substantially all" of the assets of a person and therefore it may be unclear
whether a Change of Control has occurred and whether the Notes are subject to a
Change of Control Offer.

The Credit Facility prohibits the Company from purchasing any Notes at
the time of a Change of Control. In addition, the Credit Facility provides that
certain Change of Control events (among other things) with respect to the
Company will constitute a default thereunder. An event of default under the
Credit Facility could result in an acceleration of the indebtedness thereunder,
in which case the subordination provisions of the Notes would require payment
in full (or provision therefor) of such Senior Indebtedness of the Company
before repurchase or other payments in respect of the Notes. Any future credit
agreements or other agreements relating to Senior Indebtedness to which the
Company becomes a party may contain similar restrictions and provisions. In the
event a Change of Control occurs at a time when the Company is prohibited from
purchasing Notes, the Company could seek the consent of its lenders to the
purchase of Notes or could attempt to refinance the borrowings that contain
such prohibition. If the Company does not obtain such a consent or repay such
borrowings, the Company will remain prohibited from purchasing Notes. In each
case, the Company's failure to purchase tendered Notes would constitute an
Event of Default under the Indenture, which would, in turn, constitute a
default under the Credit Facility. In such circumstances, the subordination
provisions in the Indenture would likely restrict payments to the holders of
Notes.

Asset Sales

The Indenture provides that the Company will not, and will not permit
any of its Restricted Subsidiaries to, engage in any Asset Sale, unless: (i)
the Company or such Restricted Subsidiary, as the case may be, receives
consideration at the time of such Asset Sale at least equal to the Fair Market
Value (evidenced by a resolution of the Board of Directors set forth in an
Officers' Certificate delivered to the Trustee) of the assets sold or otherwise
disposed of; and (ii) except in the case

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of Permitted Asset Swaps, at least 75% of the consideration therefor received
by the Company or such Restricted Subsidiary is in the form of cash or Cash
Equivalents; provided, however, that the amount of (a) any liabilities (as
shown on the Company's or such Restricted Subsidiary's most recent balance
sheet or in the notes thereto) of the Company or such Restricted Subsidiary
(other than liabilities that are by their terms subordinated in right of
payment to the Notes) that are assumed by the transferee of any such assets,
and (b) any notes or other obligations received by the Company or such
Restricted Subsidiary from such transferee that are immediately converted by
the Company or such Restricted Subsidiary into cash (to the extent of the cash
so received), shall be deemed to be cash for purposes of this provision.

Within 360 days after the receipt of the Net Proceeds from an Asset
Sale, the Company shall apply the Net Proceeds from such Asset Sale to: (i)
permanently reduce Senior Indebtedness; (ii) permanently reduce Indebtedness of
the Restricted Subsidiary that sold properties or assets in the Asset Sale; or
(iii) acquire properties and assets to replace the properties and assets that
were the subject of the Asset Sale or properties and assets that will be used
in the same or a similar line of business as the Company was engaged in on the
date of the Indenture or reasonable extensions, developments or expansions
thereof or activities ancillary thereto. Pending the final application of any
such Net Proceeds, the Company may invest such Net Proceeds in any manner that
is not prohibited by the Indenture. Any Net Proceeds from the Asset Sale that
are not applied as provided in the first sentence of this paragraph will be
deemed to constitute "Excess Proceeds." When the aggregate cumulative amount of
Excess Proceeds exceeds $5.0 million, the Company shall make an offer to all
holders of Notes (an "Asset Sale Offer") to purchase the maximum principal
amount of Notes that may be purchased out of the Excess Proceeds, at an offer
price in cash in an amount equal to 100% of the principal amount thereof plus
accrued and unpaid interest and Liquidated Damages, if any, thereon to the date
of purchase, in accordance with the procedures set forth in the Indenture. To
the extent that the aggregate amount of Notes tendered pursuant to an Asset
Sale Offer is less than the Excess Proceeds, the Company may use such
deficiency for general corporate purposes in any manner provided by the
Indenture. If the aggregate principal amount of Notes surrendered by holders
thereof exceeds the amount of Excess Proceeds, the Trustee shall select the
Notes to be purchased on a pro rata basis. Upon completion of such offer to
purchase, the amount of Excess Proceeds shall be reset at zero. The Asset Sale
Offer must be commenced within 30 days following the first date on which the
Company has cumulative Excess Proceeds of at least $5.0 million and remain open
for at least 30 and not more than 40 days (unless otherwise required by
applicable law). The Company will comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws, rules and regulations
thereunder to the extent such laws, rules and regulations are applicable in
connection with the repurchase of Notes pursuant to Asset Sale Offer. The
agreements governing certain outstanding Senior Indebtedness of the Company
will require that the Company and its Subsidiaries apply all proceeds from
asset sales to repay in full outstanding obligations under such Senior
Indebtedness prior to the application of such proceeds to repurchase
outstanding Notes.

SUBORDINATION

The payment of principal of, premium, if any, interest and Liquidated
Damages, if any, on the Notes will be subordinated in right of payment, as set
forth in the Indenture, to the prior payment in full of all Senior
Indebtedness, whether outstanding on the date of the Indenture or thereafter
incurred.

Upon any distribution to creditors of the Company in a liquidation or
dissolution of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property, an
assignment for the benefit of creditors or any marshaling of the Company's
assets and liabilities, the holders of Senior Indebtedness of the Company will
be entitled to receive payment in full in cash or Cash Equivalents of all
Obligations due in respect of such Senior Indebtedness of the Company
(including interest after the commencement of any such proceeding at the rate
specified in the applicable Senior Indebtedness instrument of the Company)
before the holders of Notes will be entitled to receive any payment of
principal of, premium, if any, interest and Liquidated Damages, if any, on the
Notes, and until all Obligations with respect to Senior Indebtedness of the
Company are paid in full in cash or Cash Equivalents, any distribution to which
the holders of Notes would be entitled shall be made to the holders of Senior
Indebtedness of the Company; provided that notwithstanding the foregoing,
holders of Notes may receive: (i) Capital Stock (other than Disqualified
Stock); (ii) securities that are subordinated at least to the same extent as
the Notes to Senior Indebtedness of the Company and to any securities issued in
exchange for Senior Indebtedness of the Company; and (iii) payments made from
the trust described under " -- Legal Defeasance and Covenant Defeasance."

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The Company also may not make any payment of principal of, premium, if
any, interest and Liquidated Damages, if any, on the Notes (except in such
subordinated securities or from such trust) if: (i) a default in the payment of
the principal of, premium, if any, and interest on Designated Senior
Indebtedness of the Company occurs and is continuing beyond any applicable
period of grace; or (ii) any other default occurs and is continuing with
respect to Designated Senior Indebtedness of the Company that permits holders
of the Designated Senior Indebtedness of the Company as to which such default
relates to accelerate its maturity and the Trustee receives a written notice of
such default ("Payment Blockage Notice") from the holders of such Designated
Senior Indebtedness of the Company. Payments on the Notes may and shall be
resumed (i) in the case of a payment default, upon the date on which such
default is cured or waived or otherwise has ceased to exist and (ii) in case of
any other default, the earlier of the date on which such other default is cured
or waived or otherwise has ceased to exist or 179 days after the date on which
the applicable Payment Blockage Notice is received, unless, in the case of
either clause (i) or (ii), the maturity of any Designated Senior Indebtedness
of the Company has been accelerated, and such acceleration remains in full
force and effect. No new period of payment blockage may be commenced within 360
days after the receipt by the Trustee of any prior Payment Blockage Notice. No
non-payment default that existed or was continuing on the date of delivery of
any Payment Blockage Notice to the Trustee shall be, or be made, the basis for
a subsequent Payment Blockage Notice. Following the expiration of any period
during which the Company is prohibited from making payments on the Notes
pursuant to a Payment Blockage Notice, the Company will be obligated to resume
making any and all required payments in respect of the Notes, including,
without limitation, any missed payments, unless the maturity of any Designated
Senior Indebtedness has been accelerated, and such acceleration remains in full
force and effect.

The Indenture requires that the Company promptly notify holders of
Senior Indebtedness in accordance with the notice provisions of the applicable
agreements of the Company if payment of the Notes is accelerated because of an
Event of Default.

As a result of the subordination provisions described above, in the
event of a liquidation or insolvency, holders of Notes may recover less,
ratably, than creditors of the Company who are holders of Senior Indebtedness.
After giving effect to the Old Notes Offering, the principal amount of Senior
Indebtedness of the Company outstanding as of March 29, 1997 was approximately
$3.7 million. The Indenture limits, subject to certain financial tests, the
amount of additional Indebtedness, including Senior Indebtedness, that the
Company and its Restricted Subsidiaries can incur. See " -- Certain Covenants
- -- Limitation on the Incurrence of Indebtedness and Issuance of Disqualified
Stock."

CERTAIN COVENANTS

Limitation on Restricted Payments

The Indenture provides that the Company will not, and will not permit
any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or
pay any dividend or make any distribution on account of Equity Interests, other
than (x) dividends or distributions payable in Equity Interests (other than
Disqualified Stock) of the Company or (y) dividends or distributions payable to
the Company or a Wholly Owned Subsidiary of the Company that is a Restricted
Subsidiary; (ii) purchase, redeem or otherwise acquire or retire for value any
Equity Interests of the Company or any Affiliate of the Company (other than any
such Equity Interests owned by the Company or a Wholly Owned Subsidiary of the
Company that is a Restricted Subsidiary); (iii) purchase, redeem, repay,
defease or otherwise acquire or retire for value any Indebtedness that is
subordinated in right of payment to the Exchange Notes; (iv) make any
Investment (other than a Permitted Investment); or (v) make any payment of any
amount currently recorded by the Company as payable to Holding in respect of
the undistributed merger consideration relating to the Recapitalization (all
such payments and other actions set forth in clauses (i) through (v) above
being collectively referred to as "Restricted Payments"), unless, at the time
of and after giving effect to such Restricted Payment:

(a) no Default or Event of Default shall have occurred
and be continuing or would occur as a consequence thereof;

(b) the Company would, at the time of such Restricted
Payment and after giving pro forma effect thereto as if such
Restricted Payment had been made at the beginning of the applicable
four-quarter period, have been permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Fixed Charge Coverage Ratio
test

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set forth in the first paragraph of the covenant described below under
the caption " -- Limitation on the Incurrence of Indebtedness and
Issuance of Disqualified Stock;" and

(c) such Restricted Payment (the amount of any such
payment, if other than cash, to be determined in good faith by the
Board of Directors, whose determination shall be conclusive and
evidenced by a resolution in an Officers' Certificate delivered to the
Trustee), together with the aggregate of all other Restricted Payments
made by the Company and its Restricted Subsidiaries after the date of
the Indenture (including Restricted Payments permitted by the next
succeeding paragraph other than pursuant to clause (iii) and clause
(vii) thereof), shall not exceed the sum of (w) 50% of the
Consolidated Net Income of the Company for the period (taken as one
accounting period) commencing on the first day of the Company's second
fiscal quarter in fiscal year 1997 and ending on the last day of the
Company's most recently ended fiscal quarter for which internal
financial statements are available at the time of such Restricted
Payment (or, if such Consolidated Net Income for such period is a
deficit, 100% of such deficit as a negative number), plus (x) 100% of
the aggregate net cash proceeds received by the Company from the
issuance or sale since the date of initial issuance of the Notes of
Equity Interests of the Company or of debt securities of the Company
that have been converted into such Equity Interests (other than Equity
Interests (or convertible debt securities) sold to a Subsidiary of the
Company and other than Disqualified Stock or debt securities that have
been converted into Disqualified Stock), plus (y) the aggregate cash
received by the Company as capital contributions to the Company after
the date of initial issuance of the Notes (other than from a
Subsidiary), plus (z) any cash received by the Company after the date
of initial issuance of the Notes as a dividend or distribution from
any of its Unrestricted Subsidiaries or from the sale of any of its
Unrestricted Subsidiaries less the cost of disposition and taxes, if
any (but in each case excluding any such amounts included in
Consolidated Net Income).

The foregoing provisions will not prohibit (i) the payment of any
dividend within 60 days after the date of declaration thereof, if at said date
of declaration such payment would have complied with the provisions of the
Indenture; (ii) the redemption, repurchase, retirement or other acquisition of
any Equity Interests of the Company, or the defeasance, redemption or
repurchase of subordinated Indebtedness in exchange for, or out of the proceeds
of, the substantially concurrent sale (other than to a Subsidiary of the
Company) of Equity Interests of the Company (other than any Disqualified Stock)
or out of the net proceeds of a substantially concurrent cash capital
contribution received by the Company; provided that the amount of any such
proceeds that are utilized for any such redemption, repurchase, retirement,
defeasance or other acquisition shall be excluded from clause (x) of the
preceding paragraph; (iii) the repayment, defeasance, redemption or repurchase
of subordinated Indebtedness with the net proceeds from an incurrence of
Refinancing Indebtedness in a Permitted Refinancing; (iv) the purchase,
redemption or retirement by the Company of shares of its common stock held by
an employee or former employee of the Company or any of its Restricted
Subsidiaries issued under the Management Plans pursuant to the terms of such
Management Plans; provided that (a) the purchase, redemption or retirement
results from the retirement, termination of employment, death or disability (as
defined in the relevant Management Plan) of the employee or former employee and
(b) the amount of any such payments does not exceed $2.0 million in the
aggregate; (v) the payment of dividends to Holding in an amount equal to the
amount required by Holding to pay federal, state and local income taxes to the
extent such income taxes are attributable to the income of the Company; (vi)
distributions of up to $500,000 annually to Holding to pay its bona fide
operating expenses; (vii) distributions to Holding from the proceeds of the Old
Notes Offering in an amount sufficient to permit Holding to consummate the
transactions described under "Use of Proceeds" in the Offering Memorandum;
(viii) payments to purchase a life insurance policy, and the use of the
proceeds therefrom, to fund the Company's obligations pursuant to the Burns Put
Agreement; (ix) distributions to Holding of an amount equal to such amounts as
may be necessary to fund a final judgment, final arbitration or mediation award
or final settlement of pending litigation of Holding related to the
Recapitalization (and to pay reasonable expenses, including legal fees, in
connection therewith); (x) any Investment made with the proceeds of a
substantially concurrent sale (other than to a Restricted Subsidiary of the
Company) of Capital Stock of the Company (other than Disqualified Stock);
provided, however, the proceeds of such sale shall not be (and have not been)
included in clause (c) of the immediately preceding paragraph; (xi) the
repayment in full of all Obligations in respect of the Mannesmann Senior
Subordinated Debt outstanding as of the date of the Indenture; or (xii) other
restricted payments of up to $1.0 million; provided, further, however, that at
the time of, and after giving effect to, any Restricted Payment permitted under
clauses (i), (ii), (iii) and (iv) no Default or Event of Default shall have
occurred and be continuing; provided, further, that the Restricted Payments
described in clauses (vii), (viii), (ix) and (xi) shall not be counted in
computing the aggregate amount of all Restricted Payments made pursuant to the
Indenture.

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For purposes of the foregoing calculations, the amount of any
Investment that constitutes a Restricted Payment shall be equal to the greater
of (i) the net book value of such Investment and (ii) the fair market value of
such Investment (in each case as certified by a resolution of the independent
directors of the Company if the book value or fair market value of such
investment exceeds $1.0 million).

Not later than the date of making any Restricted Payment, the Company
shall deliver to the Trustee an Officers' Certificate stating that such
Restricted Payment is permitted and setting forth the basis upon which the
calculations required by the covenant "Limitation on Restricted Payments" were
computed, which calculations may be based upon the Company's latest available
financial statements.

Limitation on the Incurrence of Indebtedness and Issuance of Disqualified Stock

The Indenture provides that the Company will not, and will not permit
any of its Restricted Subsidiaries to, directly or indirectly, create, incur,
issue, assume, guarantee or otherwise become directly or indirectly liable with
respect to (collectively, "incur" and, correlatively, "incurred" and
"incurrence") any Indebtedness (including, without limitation, Acquired Debt)
and that the Company will not issue any Disqualified Stock and will not permit
any of its Restricted Subsidiaries to issue any shares of preferred stock;
provided, however, that the Company may incur Indebtedness if the Fixed Charge
Coverage Ratio for the Company's most recently ended four full fiscal quarters
for which internal financial statements are available immediately preceding the
date on which such additional Indebtedness is incurred, determined on a pro
forma basis in accordance with Article 1 of Regulation S-X under the Securities
Act, or any successor provision, as if the additional Indebtedness had been
incurred at the beginning of such four-quarter period, would have been greater
than 2.00 to 1.00.

The foregoing limitations will not apply to:

(i) Indebtedness incurred by the Company under the Credit
Facility in an aggregate principal amount not to exceed the Borrowing
Base Amount;

(ii) additional Indebtedness incurred by the Company in
respect of Capital Lease Obligations or Purchase Money Obligations in
an aggregate principal amount not to exceed $10.0 million at any time
outstanding;

(iii) Existing Indebtedness outstanding on the date of the
Indenture;

(iv) Indebtedness represented by the Notes and the
Indenture;

(v) Hedging Obligations; provided that the notional
principal amount of any Interest Rate Agreement does not exceed the
principal amount of the Indebtedness to which such agreement relates;
provided, further, that any Currency Agreement does not increase the
outstanding loss potential or liabilities other than as a result of
fluctuations in foreign currency exchange rates;

(vi) Indebtedness of the Company to any of its Wholly
Owned Subsidiaries that is a Restricted Subsidiary, and Indebtedness
of any Wholly Owned Subsidiary of the Company that is a Restricted
Subsidiary to the Company or any of its Wholly Owned Subsidiaries that
is a Restricted Subsidiary (the Indebtedness incurred pursuant to this
clause (vi) being hereinafter referred to as "Intercompany
Indebtedness"); provided that in the case of Indebtedness of the
Company such obligations shall be unsecured and subordinated in all
respects to the Company's obligations pursuant to the Notes; provided,
further, that an incurrence of Indebtedness shall be deemed to have
occurred upon (a) any sale or other disposition of Intercompany
Indebtedness to a Person other than the Company or any of its
Restricted Subsidiaries, (b) any sale or other disposition of Equity
Interests of any Restricted Subsidiary of the Company which holds
Intercompany Indebtedness such that such Restricted Subsidiary ceases
to be a Restricted Subsidiary after such sale or other disposition or
(c) designation of a Restricted Subsidiary as an Unrestricted
Subsidiary;

(vii) in addition to Indebtedness specified in clauses (i)
through (vi) above and clause (viii) below, additional Indebtedness in
an aggregate principal amount not to exceed $15.0 million at any time
outstanding; and

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(viii) the incurrence by the Company of Indebtedness issued
in exchange for, or the proceeds of which are used to extend,
refinance, renew, replace, defease or refund Indebtedness incurred
pursuant to the Fixed Charge Coverage Ratio test set forth in the
first paragraph of this covenant or pursuant to clauses (iii) or (iv)
of this covenant in whole or in part (the "Refinancing Indebtedness");
provided, however, that (A) the aggregate principal amount of such
Refinancing Indebtedness shall not exceed the aggregate principal
amount of Indebtedness so extended, refinanced, renewed, replaced,
defeased or refunded; (B) the Refinancing Indebtedness shall have a
Weighted Average Life to Maturity equal to or greater than the
Weighted Average Life to Maturity of the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded; (c) if the
Indebtedness being extended, refinanced, renewed, replaced, defeased
or refunded is pari passu with or subordinated in right of payment to
the Notes, the Refinancing Indebtedness shall be pari passu with or
subordinated, as the case may be, in right of payment to the Notes on
terms at least as favorable to the holders of Notes as those contained
in the documentation governing the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded (any such
extension, refinancing, renewal, replacement, defeasance or refunding
being referred to as a "Permitted Refinancing").

Limitation on Liens

The Indenture provides that the Company will not, and will not permit
any of its Restricted Subsidiaries to, directly or indirectly, create, incur,
assume or suffer to exist any Lien on any asset now owned or hereafter acquired
or on any income or profits therefrom or assign or convey any right to receive
income therefrom, except Permitted Liens.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries

The Indenture provides that the Company will not, and will not permit
any of its Restricted Subsidiaries to, directly or indirectly, create or
otherwise cause or suffer to exist or become effective any consensual
encumbrance or restriction on the ability of any Restricted Subsidiary to: (i)
pay dividends or make any other distributions to the Company or any of its
Restricted Subsidiaries (a) on its Capital Stock or (b) with respect to any
other interest or participation in, or measured by, its profits; (ii) pay any
indebtedness owed to the Company or any of its Restricted Subsidiaries; (iii)
make loans or advances to the Company or any of its Restricted Subsidiaries; or
(iv) transfer any of its properties or assets to the Company or any of its
Restricted Subsidiaries, except for such encumbrances or restrictions existing
under or by reason of (a) Existing Indebtedness as in effect on the date of the
Indenture, (b) the Indenture and the Notes, (c) applicable law, (d) any
instrument governing Indebtedness or Capital Stock of a Person acquired by the
Company or any of its Restricted Subsidiaries as in effect at the time of such
acquisition (except to the extent such Indebtedness was incurred in connection
with or in contemplation of such acquisition), which encumbrance or restriction
is not applicable to any Person, or the properties or assets of any Person,
other than the Person, or the property or assets of the Person, so acquired,
(e) customary nonassignment provisions in leases entered into in the ordinary
course of business and consistent with past practices, (f) Purchase Money
Obligations for property acquired in the ordinary course of business that
impose restrictions of the nature described in clause (iv) above on the
property so acquired, or (g) Refinancing Indebtedness; provided that the
restrictions contained in the agreements governing such Refinancing
Indebtedness are no more restrictive with respect to the provisions set forth
in clauses (i), (ii), (iii) and (iv) above than those contained in the
agreements governing the Indebtedness being refinanced.

Limitation on Merger, Consolidation or Sale of Assets

The Indenture provides that the Company may not consolidate or merge
with or into (whether or not the Company is the surviving corporation), or
sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of its properties or assets in one or more related
transactions, to another Person or entity unless: (i) the Company is the
surviving corporation or the Person formed by or surviving any such
consolidation or merger (if other than the Company) or to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have been
made is a corporation organized or existing under the laws of the United
States, any state thereof or the District of Columbia; (ii) the Person formed
by or surviving any such consolidation or merger (if other than the Company) or
the Person to which such sale, assignment, transfer, lease, conveyance or other
disposition shall have been made assumes all the obligations of the Company
under the Notes and the Indenture pursuant to a supplemental indenture in a
form reasonably satisfactory to the Trustee; (iii) immediately before or
immediately after giving effect to such transaction no Default or Event of
Default shall have occurred

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and be continuing; and (iv) the Company or any Person formed by or surviving
any such consolidation or merger, or to which such sale, assignment, transfer,
lease, conveyance or other disposition shall have been made will, at the time
of such transaction and after giving pro forma effect thereto as if such
transaction had occurred at the beginning of the applicable four-quarter
period, be permitted to incur at least $1.00 of additional Indebtedness
pursuant to the Fixed Charge Coverage Ratio test set forth in the covenant
entitled "Limitation on Incurrence of Indebtedness and Issuance of Disqualified
Stock."

Limitation on Transactions with Affiliates

The Indenture provides that the Company will not, and will not permit
any of its Restricted Subsidiaries to, directly or indirectly, sell, lease,
license, transfer or otherwise dispose of any of its properties or assets to,
or purchase any property or assets from, or enter into any contract, agreement,
understanding, loan, advance or guarantee with, or for the benefit of, any
Affiliate (each of the foregoing, an "Affiliate Transaction"), unless: (i) such
Affiliate Transaction is on terms that are no less favorable to the Company or
the relevant Restricted Subsidiary than those that would have been obtained in
a comparable arms' length transaction by the Company or such Restricted
Subsidiary with an unrelated Person; and (ii) the Company delivers to the
Trustee (a) with respect to any Affiliate Transaction involving aggregate
payments in excess of $1.0 million, a resolution of the Board of Directors set
forth in an Officers' Certificate certifying that such Affiliate Transaction
complies with clause (i) above and such Affiliate Transaction is approved by a
majority of the disinterested members, if any, of the Board of Directors and
(b) with respect to any Affiliate Transaction involving aggregate payments in
excess of $5.0 million, an opinion as to the fairness to the Company or such
Restricted Subsidiary from a financial point of view issued by a nationally
recognized independent financial advisor; provided, however, that (i) any
reasonable fees and compensation provided to, and indemnity provided on behalf
of, officers, directors and employees of the Company and its Restricted
Subsidiaries as determined in good faith by the Board of Directors of the
Company, (ii) transactions between or among the Company and its Wholly Owned
Subsidiaries that are Restricted Subsidiaries, (iii) Restricted Payments
permitted by the covenant entitled "Limitation on Restricted Payments," (iv)
loans in aggregate amount not to exceed $1,000,000 at any time outstanding to
employees of the Company and its Restricted Subsidiaries in the ordinary course
of business which are approved by the Board of Directors of the Company, and
(v) the consummation of the transactions described under the caption "Use of
Proceeds" in the Offering Memorandum, in each case, shall not be deemed to be
Affiliate Transactions.

Limitation on Guarantees by Subsidiaries

The Company will not permit any Restricted Subsidiary, directly or
indirectly, by way of the pledge of any intercompany note or otherwise, to
assume, guarantee or in any other manner become liable with respect to any
Indebtedness of any Person other than Indebtedness under the Credit Facility or
Indebtedness incurred pursuant to Hedging Obligations incurred pursuant to the
"Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock"
covenant unless: (i) such Restricted Subsidiary simultaneously executes and
delivers a supplemental indenture to the Indenture, providing a guarantee of
payment of the Securities by such Restricted Subsidiary in the form required by
the Indenture (the "Guarantee"); and (ii) (a) if any such assumption, guarantee
or other liability of such Restricted Subsidiary is provided in respect of
Senior Indebtedness, the guarantee or other instrument provided by such
Restricted Subsidiary in respect of such Senior Indebtedness may be superior to
the Guarantee pursuant to subordination provisions no less favorable to the
holders of the Notes than those contained in the Indenture, and (b) if such
assumption, guarantee or other liability of such Subsidiary is provided in
respect of Indebtedness that is expressly subordinated to the Notes, the
guarantee or other instrument provided by such Restricted Subsidiary in respect
of such subordinated Indebtedness shall be subordinated to the Guarantee
pursuant to subordination provisions not less favorable to the holders of the
Notes than those contained in the Indenture.

Notwithstanding the foregoing, any such Guarantee of the Notes by a
Restricted Subsidiary shall provide by its terms that it shall be automatically
and unconditionally released and discharged, without any further action
required on the part of the Trustee or any holder, upon: (i) the unconditional
release of such Restricted Subsidiary from its liability in respect of the
Indebtedness in connection with which such Guarantee was executed and delivered
pursuant to the preceding paragraph; or (ii) any sale or other disposition (by
merger or otherwise) to any Person which is not a Restricted Subsidiary of the
Company, of all of the Company's Capital Stock in, or all or substantially all
of the assets of, such Restricted Subsidiary; provided that (a) such sale of
disposition of such Capital Stock or assets is otherwise in compliance with the

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terms of the Indenture and (b) such assumption, guarantee or other liability of
such Subsidiary has been released by the holders of the other Indebtedness of
the Company or its Restricted Subsidiaries so guaranteed.

Limitation on Layering Debt

The Indenture provides that the Company will not incur, create, issue,
assume, guarantee or otherwise become liable for any Indebtedness that is
subordinate or junior in right of payment to any Senior Indebtedness of the
Company and senior in any respect in right of payment to the Notes.

Limitation on Issuance and Sale of Stock of Restricted Subsidiaries

The Indenture provides that the Company will not, and will not permit
any of its Restricted Subsidiaries, to (a) transfer, convey, sell or otherwise
dispose of any shares of Capital Stock of any Restricted Subsidiary of the
Company (other than to the Company or a Wholly Owned Subsidiary that is a
Restricted Subsidiary of the Company), except that the Company and its
Restricted Subsidiaries may, in any single transaction, sell all, but not less
than all, of the issued and outstanding Capital Stock of a Restricted
Subsidiary to any Person, subject to complying with the provisions of the
Indenture described under "Repurchase at Option of Holders -- Asset Sales"
above and (b) issue shares of Capital Stock of a Restricted Subsidiary (other
than directors' qualifying shares), or securities convertible into, or
warrants, rights or options to subscribe for or purchase shares of, Capital
Stock of a Restricted Subsidiary of the Company to any Person other than to the
Company or a Wholly Owned Subsidiary that is a Restricted Subsidiary of the
Company.

Reports

The Indenture provides that whether or not required by the rules and
regulations of the Commission, so long as any Notes are outstanding, the
Company will furnish to the holders of Notes (i) all quarterly and annual
financial information that would be required to be contained in a filing with
the Commission on Forms 10-Q and 10-K if the Company were required to file such
Forms, including a "Management's Discussion and Analysis of Financial Condition
and Results of Operations" that describes the financial condition and results
of operations of the Company and its Subsidiaries and, with respect to the
annual information only, a report thereon by the Company's independent auditor
and (ii) all reports that would be required to be filed with the Commission on
Form 8-K if the Company were required to file such reports, all such reports to
be delivered to the holders and the Trustee not more than 15 days after the
date on which the related Form would be required to be filed with the
Commission. In addition, whether or not required by the rules and regulations
of the Commission, the Company will file a copy of all such information with
the Commission for public availability (unless the Commission will not accept
such a filing) and make such information available to investors or prospective
investors who request it in writing. In addition, the Company has agreed that,
for as long as any Old Notes remain outstanding, the Company will furnish to
the holders or beneficial holders of Old Notes and prospective purchasers of
Old Notes designated by the holders of Old Notes, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act.

Payments for Consent

The Indenture prohibits the Company and each of its Subsidiaries from,
directly or indirectly, paying or causing to be paid any consideration, whether
by way of interest, fee or otherwise, to any holder of any Notes for or as an
inducement to any consent, waiver or amendment of any terms or provisions of
the Notes unless such consideration is offered to be paid or agreed to be paid
to all holders of the Notes which so consent, waive or agree to amend in the
time frame set forth in solicitation documents relating to such consent, waiver
or agreement.

EVENTS OF DEFAULT AND REMEDIES

The Indenture provides that each of the following constitutes an Event
of Default: (i) default for 30 days in the payment when due of interest on, or
Liquidated Damages, if any, with respect to, any of the Notes, whether or not
prohibited by the subordination provisions of the Indenture; (ii) default in
payment when due (whether at maturity, upon redemption or repurchase, or
otherwise) of the principal of or premium, if any, on any of the Notes, whether
or not prohibited by the subordination provisions of the Indenture; (iii)
failure by the Company to comply with the provisions described under the

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covenants "Change of Control," "Asset Sales" and "Merger, Consolidation or Sale
of Assets;" (iv) failure by the Company or any Restricted Subsidiary for 30
days after notice to comply with any of its covenants or agreements in the
Indenture or the Notes other than those referred to in clauses (i), (ii) and
(iii) above; (v) default under any mortgage, indenture or instrument under
which there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Company or any of its Restricted
Subsidiaries (or the payment of which is guaranteed by the Company or any of
its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists,
or is created after the date of the Indenture, which default (a) is caused by a
failure to pay principal of such Indebtedness when due and prior to the
expiration of the grace period provided in such Indebtedness (a "Payment
Default") or (b) results in the acceleration of such Indebtedness prior to its
express maturity and, in each case described in clauses (a) and (b) of this
subsection (v), the principal amount of any such Indebtedness, together with
the principal amount of any other such Indebtedness under which there has been
a Payment Default or the maturity of which has been so accelerated, aggregates
$5.0 million or more; (vi) failure by the Company or any of its Restricted
Subsidiaries to pay final judgments aggregating in excess of $5.0 million,
which judgments are not paid, discharged or stayed for a period of 60 days
after their entry; and (vii) certain events of bankruptcy or insolvency with
respect to the Company or any of its Restricted Subsidiaries.

If any Event of Default occurs and is continuing, the Trustee or the
holders of at least 25% in principal amount of the then outstanding Notes may
declare all of the principal amount of the Notes, accrued and unpaid interest
thereon and all other Obligations thereunder to be due and payable immediately;
provided, however, that such declaration of acceleration may be rescinded under
certain circumstances specified in the Indenture. Notwithstanding the
foregoing, in the case of an Event of Default arising from certain events of
bankruptcy or insolvency with respect to the Company or its Restricted
Subsidiaries, all outstanding Notes will become due and payable without further
action or notice. Holders of the Notes may not enforce the Indenture or the
Notes except as provided in the Indenture. Subject to certain limitations,
holders of a majority in principal amount of the then outstanding Notes may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from holders of the Notes notice of any continuing Default or Event of
Default (except a Default or Event of Default relating to the payment of
principal, premium, interest or Liquidated Damages, if any) if the Trustee
determines that withholding such notice is in their interest.

In the case of any Event of Default occurring by reason of any willful
action (or inaction) taken (or not taken) by or on behalf of the Company with
the intention of avoiding payment of the premium that the Company would have
had to pay if the Company then had elected to redeem the Notes pursuant to the
optional redemption provisions of the Indenture, an equivalent premium shall
also become and be immediately due and payable to the extent permitted by law
upon the acceleration of the Notes. If an Event of Default occurs prior to
April 15, 2002, by reason of any willful action (or inaction) taken (or not
taken) by or on behalf of the Company with the intention of avoiding the
prohibition on redemption of the Notes prior to such date, then the premium
specified in the Indenture shall also become immediately due and payable to the
extent permitted by law upon the acceleration of the Notes.

The holders of a majority in aggregate principal amount of the Notes
then outstanding by notice to the Trustee may on behalf of the holders of all
of the Notes waive any existing Default or Event of Default and its
consequences under the Indenture except a continuing Default or Event of
Default in the payment of principal, premium, interest or Liquidated Damages,
if any, on the Notes.

The Company is required to deliver to the Trustee annually a statement
regarding compliance with the Indenture, and the Company is required, upon its
becoming aware of any Default or Event of Default, to deliver to the Trustee a
statement specifying such Default or Event of Default.

NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS

No past, present or future director, officer, employee, agent or
stockholder of the Company, as such, shall have any liability for any
obligations of the Company under the Notes, the Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their creation.
Each holder of Notes by accepting Notes waives and releases all such liability.
The waiver and release are part of the consideration for issuance of the Notes.
Such waiver may not be effective to waive liabilities under the federal
securities laws and it is the view of the Commission that such a waiver is
against public policy.

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LEGAL DEFEASANCE AND COVENANT DEFEASANCE

The Company may, at its option and at any time, elect to have all of
its obligations discharged with respect to the outstanding Notes ("Legal
Defeasance") except for (i) the rights of holders of outstanding Notes to
receive payments in respect of the principal of, premium, if any, interest and
Liquidated Damages, if any, on such Notes when such payments are due, (ii) the
Company's obligations with respect to the Notes concerning issuing temporary
Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and
the maintenance of an office or agency for payment and money for security
payments held in trust, (iii) the rights, powers, trusts, duties and immunities
of the Trustee, and the Company's obligations in connection therewith, and (iv)
the Legal Defeasance provisions of the Indenture. In addition, the Company may,
at its option and at any time, elect to have the obligations of the Company
released with respect to certain covenants that are described in the Indenture
("Covenant Defeasance") and thereafter any omission to comply with such
obligations shall not constitute a Default or Event of Default with respect to
the Notes. In the event Covenant Defeasance occurs, certain events (not
including nonpayment, bankruptcy, receivership, rehabilitation and insolvency
events) described under "Events of Default" will no longer constitute an Event
of Default with respect to the Notes.

In order to exercise either Legal Defeasance or Covenant Defeasance,
(i) the Company must irrevocably deposit with the Trustee, in trust, for the
benefit of the holders of the Notes, cash in U.S. dollars, non-callable
Government Securities, or a combination thereof, in such amounts as will be
sufficient, in the opinion of a nationally recognized firm of independent
certified public accountants, to pay the principal of, premium, if any,
interest and Liquidated Damages, if any, on the outstanding Notes on the Stated
Maturity or on the applicable redemption date, as the case may be; (ii) in the
case of Legal Defeasance, the Company shall have delivered to the Trustee an
opinion of counsel from nationally recognized tax counsel reasonably acceptable
to the Trustee confirming that (a) the Company has received from, or there has
been published by, the Internal Revenue Service a ruling, or (b) since the date
of the Indenture, there has been a change in the applicable federal income tax
law, in either case to the effect that, and based thereon such opinion of
counsel shall confirm that, the holders of the outstanding Notes will not
recognize income, gain or loss for federal income tax purposes as a result of
such Legal Defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case
if such Legal Defeasance had not occurred; (iii) in the case of Covenant
Defeasance, the Company shall have delivered to the Trustee an opinion of
counsel from nationally recognized tax counsel reasonably acceptable to the
Trustee confirming that the holders of the outstanding Notes will not recognize
income, gain or loss for federal income tax purposes as a result of such
Covenant Defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case
if such Covenant Defeasance had not occurred; (iv) no Default or Event of
Default shall have occurred and be continuing on the date of such deposit or
insofar as Events of Default from bankruptcy or insolvency events are
concerned, at any time in the period ending on the 91st day after the date of
deposit; (v) such Legal Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under any material agreement or
instrument (other than the Indenture) to which the Company or any of its
Restricted Subsidiaries is a party or by which the Company or any of its
Restricted Subsidiaries is bound; (vi) the Company shall have delivered to the
Trustee an opinion of counsel to the effect that after the 91st day following
the deposit, the trust funds will not be subject to the effect of any
applicable bankruptcy, insolvency, reorganization or similar laws affecting
creditors' rights generally; (vii) the Company shall have delivered to the
Trustee an Officers' Certificate stating that the deposit was not made by the
Company with the intent of preferring the holders of Notes over the other
creditors of the Company with the intent of defeating, hindering, delaying or
defrauding creditors of the Company; and (viii) the Company shall have
delivered to the Trustee an Officers' Certificate and an opinion of counsel,
each stating that the Company has complied with all conditions precedent
provided for relating to the Legal Defeasance or the Covenant Defeasance.

TRANSFER AND EXCHANGE

A holder may transfer or exchange Notes in accordance with the
Indenture. The Registrar and the Trustee may require a holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company is not required to transfer or exchange
any Note selected for redemption. Also, the Company is not required to transfer
or exchange any Note for a period of 15 days before a selection of Notes to be
redeemed.

The registered holder of a Note will be treated as its owner for all
purposes.

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AMENDMENT, SUPPLEMENT AND WAIVER

Except as provided in the next succeeding paragraphs and in the
Indenture, the Indenture or the Notes may be amended or supplemented with the
consent of the holders of at least a majority in principal amount of the Notes
then outstanding (including consents obtained in connection with a tender offer
or exchange offer for Notes), and any existing default or compliance with any
provision of the Indenture or the Notes may be waived with the consent of the
holders of a majority in principal amount of the then outstanding Notes
(including consents obtained in connection with a tender offer or exchange
offer for Notes).

Without the consent of each holder affected, an amendment or waiver
may not (with respect to any Notes held by a non-consenting holder of Notes):
(i) reduce the principal amount of Notes whose holders must consent to an
amendment, supplement or waiver; (ii) reduce the principal of or change the
fixed maturity of any Note or alter the provisions with respect to the
redemption of the Notes (other than provisions relating to the covenant
described above under "Asset Sales") or reduce the prices at which the Company
shall offer to purchase such Notes (pursuant to the covenants described under
"Repurchase at the Option of Holders"); (iii) reduce the rate of or change the
time for payment of interest on any Note; (iv) waive a Default or Event of
Default in the payment of principal of or premium, if any, interest or
Liquidated Damages, if any, on the Notes (except a rescission of acceleration
of the Notes by the holders of at least a majority in aggregate principal
amount of the Notes and a waiver of the payment default that resulted from such
acceleration); (v) make any Note payable in money other than that stated in the
Notes; (vi) make any change in the provisions of the Indenture relating to
waivers of past Defaults or the rights of holders of Notes to receive payments
of principal of or premium, if any, interest or Liquidated Damages, if any, on
the Notes; (vii) waive a redemption payment with respect to any Note; (viii)
make any change to the subordination provisions of the Indenture that adversely
affects holders of Notes; or (ix) make any change in the foregoing amendment
and waiver provisions.

Notwithstanding the foregoing, without the consent of any holder of
Notes, the Company and the Trustee may amend or supplement the Indenture or the
Notes to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of the Company's obligations to holders of the Notes
in the case of a merger or consolidation, to make any change that would provide
any additional rights or benefits to the holders of the Notes or that does not
adversely affect the legal rights under the Indenture of any such holder, or to
comply with requirements of the Commission in order to effect or maintain the
qualification of the Indenture under the Trust Indenture Act.

THE TRUSTEE

The Trustee under the Indenture has been appointed by the Company as
Registrar and Paying Agent with respect to the Notes and as Exchange Agent with
respect to the Exchange Offer.

The Indenture contains certain limitations on the rights of the
Trustee, should it become a creditor of the Company, to obtain payment of
claims in certain cases, or to realize on certain property received in respect
of any such claim as security or otherwise. The Trustee will be permitted to
engage in other transactions; however, if it acquires any conflicting interest
it must eliminate such conflict within 90 days, apply to the Commission for
permission to continue or resign.

The holders of a majority in principal amount of the then outstanding
Notes will have the right to direct the time, method and place of conducting
any proceeding for exercising any remedy available to the Trustee, subject to
certain exceptions. The Indenture provides that in case a Default or an Event
of Default shall occur (which shall not be cured), the Trustee will be
required, in the exercise of its power, to use the degree of care of a prudent
man in the conduct of his own affairs. Subject to such provisions, the Trustee
will be under no obligation to exercise any of its rights or powers under the
Indenture at the request of any holder of Notes, unless such holder shall have
offered to the Trustee security and indemnity satisfactory to it against any
loss, liability or expense.

CERTAIN DEFINITIONS

Set forth below are certain defined terms used in the Indenture.
Reference is made to the Indenture for a full disclosure of all such terms, as
well as any other capitalized terms used herein for which no definition is
provided.

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"Acquired Debt" means, with respect to any specified Person: (i)
Indebtedness of any other Person existing at the time such other Person merged
with or into or became a Restricted Subsidiary of such specified Person,
including, without limitation, Indebtedness incurred in connection with, or in
contemplation of, such other Person merging with or into or becoming a
Restricted Subsidiary of such specified Person; and (ii) Indebtedness secured
by a Lien encumbering any asset acquired by such specified Person.

"Affiliate" of any specified Person means any other Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling", "controlled by"
and "under common control with"), as used with respect to any Person, shall
mean the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; provided, however,
that beneficial ownership of 10% or more of the voting securities (or the
equivalents) of a Person shall be deemed to be control.

"Asset Sale" means any sale, transfer or other disposition (including,
without limitation, by merger, consolidation or sale-and-leaseback transaction)
of (i) shares of Capital Stock of a Subsidiary of the Company (other than
directors' qualifying shares), or (ii) property or assets of the Company or any
Restricted Subsidiary of the Company other than in the ordinary course of
business; provided, however, that an Asset Sale shall not include (a) any sale,
transfer or other disposition of shares of Capital Stock, property or assets by
a Restricted Subsidiary of the Company to the Company or to any Restricted
Subsidiary that is a Wholly Owned Subsidiary of the Company, (b) any sale,
transfer or other disposition of defaulted receivables for collection or any
sale, transfer or other disposition of property of assets in the ordinary
course of business, (c) any isolated sale, transfer or other disposition that
does not involve aggregate consideration in excess of $500,000 individually,
(d) the grant in the ordinary course of business of any non-exclusive license
of patents, trademarks, registrations therefor and other similar intellectual
property, (e) any Lien (or foreclosure thereon) securing Indebtedness to the
extent that such Lien is granted in compliance with the covenant set forth
under " -- Limitation on Liens" above, (f) any Restricted Payment permitted by
the covenant set forth under " -- Limitation on Restricted Payments" above,
(g) any disposition of assets or property in the ordinary course of business to
the extent such assets are obsolete, worn-out or no longer useful in the
Company's or any Restricted Subsidiaries' business, (h) the sale, lease,
conveyance or other disposition of all or substantially all of the assets of
the Company as permitted by the covenant set forth under " -- Limitation on
Merger, Consolidation or Sale of Assets" above; provided, that the assets not
so sold, leased, conveyed, disposed of or otherwise transferred shall be deemed
an Asset Disposition or (i) any disposition that constitutes a Change of
Control.

"Borrowing Base Amount" means, as to the Company, the sum of (x) 50%
of Finished Goods Inventory plus (y) 65% of Raw Materials Inventory plus (z)
85% of Receivables, determined on a consolidated basis in accordance with GAAP.

"Burns Put Agreement" means that certain Amended and Restated Put
Agreement dated as of December 13, 1996, by and between Julius S. Burns and
Holding, as in effect on the date of the Indenture.

"Capital Lease Obligation" means, at the time any determination
thereof is to be made, the amount of the liability in respect of a capital
lease that would at such time be so required to be capitalized on the balance
sheet in accordance with GAAP.

"Capital Stock" means (i) any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate
stock, (ii) in the case of a partnership, partnership interests (whether
general or limited) and (iii) any other interest or participation that confers
on a Person the right to receive a share of the profits and losses of, or
distributions of assets of, the issuing Person.

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obligations with a term of not more than seven days for underlying securities
of the types described in clauses (ii) and (iii) entered into with any
financial institution meeting the qualifications specified in clause (iii)
above, (v) commercial paper having the highest rating obtainable from Moody's
Investors Service, Inc. or Standard & Poor's Corporation and in each case
maturing within six months after the date of acquisition and (vi) shares of any
money market mutual fund, or similar fund, in each case having assets in excess
of $500 million, which invests solely in investments of the types described in
clauses (i) through (v) above.

"Change of Control" means the occurrence of any of the following
(whether or not otherwise permitted by the Indenture): (i) the sale, lease,
transfer, conveyance or other disposition, in one transaction or a series of
related transactions, directly or indirectly, of all or substantially all of
the assets of the Company and its Restricted Subsidiaries to any Person or
group (as such term is used in Sections 13(d) and 14(d) of the Exchange Act or
any successor provisions thereto) (a "Group"); (ii) the adoption of a plan
relating to the liquidation or dissolution of the Company; (iii) any Person or
Group, other than Permitted Holders, is or becomes the "beneficial owner" (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act or any successor
provisions thereto, except that a Person shall be deemed to have "beneficial
ownership" of all shares that any such Person has the right to acquire, whether
such right is exercisable immediately or only after the passage of time),
directly or indirectly, of more than 50% of the total voting power of the
Voting Stock of the Company (or of the Company's successor in the event of a
merger or consolidation); or (iv) the first day on which a majority of the
members of the Board of Directors of the Company are not Continuing Directors.

"Commodity Agreement" means any commodity futures contract, commodity
option or other similar agreement or arrangement entered into by the Company or
any of its Restricted Subsidiaries designed to protect the Company or any of
its Restricted Subsidiaries against fluctuations in the price of commodities
actually used in the ordinary course of business of the Company and its
Restricted Subsidiaries.

"Consolidated Cash Flow" means, with respect to any Person for any
period, the Consolidated Net Income of such Person for such period, plus (i) an
amount equal to any extraordinary, non-recurring or unusual loss plus any net
loss realized in connection with an Asset Sale, to the extent such losses were
deducted or otherwise excluded in computing Consolidated Net Income, plus (ii)
provision for taxes based on income or profits of such Person and its
Restricted Subsidiaries for such period, to the extent such provision for taxes
was deducted or otherwise excluded in computing Consolidated Net Income, plus
(iii) Consolidated Interest Expense of such Person less consolidated interest
income for such period, to the extent such amount was deducted or otherwise
excluded in computing Consolidated Net Income, plus (iv) depreciation and
amortization (including amortization of goodwill, amortization of deferred debt
expense and other intangibles and amortization of deferred compensation in
respect of non-cash compensation but excluding amortization of prepaid cash
expenses that were paid in a prior period) and other non-cash charges of such
Person and its Restricted Subsidiaries for such period, to the extent such
depreciation and amortization were deducted or otherwise excluded in computing
Consolidated Net Income, plus (v) an amount equal to all premiums on
prepayments of debt, in each case, for such period without duplication on a
consolidated basis and determined in accordance with GAAP.

Notwithstanding the foregoing, the provision for taxes, and the
depreciation and amortization and other non- cash charges of, a Restricted
Subsidiary shall be added to Consolidated Net Income to compute Consolidated
Cash Flow only to the extent (and in the same proportion) the Net Income of
such Restricted Subsidiary was included in calculating the Consolidated Net
Income of such Person and only if a corresponding amount would be permitted at
the date of determination to be distributed by dividend to such Person by such
Restricted Subsidiary without prior approval (that has not been obtained),
pursuant to the terms of its charter and all agreements, instruments,
judgments, decrees, orders, statues, rules and governmental regulations
applicable to such Restricted Subsidiary or its stockholders.

"Consolidated Interest Expense" means, with respect to any Person for
any period, the aggregate consolidated interest, whether expensed or
capitalized, paid, accrued or scheduled to be paid or accrued, of such Person
and its Restricted Subsidiaries for such period (including (i) amortization of
original issue discount and deferred financing costs and non-cash interest
payments and accruals, (ii) the interest portion of all deferred payment
obligations, calculated in accordance with the effective interest method, and
(iii) the interest component of any payments associated with Capital Lease
Obligations and net payments (if any) pursuant to Hedging Obligations, in each
case, to the extent attributable to such period, but excluding (x) commissions,
discounts and other fees and charges incurred with respect to letters of credit
and bankers' acceptances financing and (y) any interest expense on Indebtedness
of another Person that is Guaranteed by such Person

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or secured by a Lien on assets of such Person) determined in accordance with
GAAP. Consolidated Interest Expense of the Company shall not include any
prepayment premiums or amortization of original issue discount or deferred
financing costs, to the extent such amounts are incurred as a result of the
prepayment on the date of the Indenture of any Indebtedness of the Company with
the proceeds of the Notes.

"Consolidated Net Income" means, with respect to any Person for any
period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries for such period on a consolidated basis, determined in accordance
with GAAP, adjusted to exclude (only to the extent included and without
duplication): (i) all gains which are extraordinary, unusual or are
non-recurring (including any gain from the sale or other disposition of assets
outside the ordinary course of business or from the issuance or sale of capital
stock); (ii) all gains resulting from currency or hedging transactions; (iii)
the Net Income of any Person acquired in a pooling of interests transaction for
any period prior to the date of such acquisition; (iv) depreciation,
amortization or other expenses recorded as a result of the application of
purchase accounting in accordance with Accounting Principles Board Opinion Nos.
16 and 17; and (v) the cumulative effect of a change in accounting principles;
provided that (a) the Net Income of any Person that is not a Subsidiary or that
is accounted for by the equity method of accounting shall be included only to
the extent of the amount of cash dividends or cash distributions actually paid
to the referent Person or a Wholly Owned Subsidiary thereof that is a
Restricted Subsidiary and (b) the Net Income of any Person that is an
Unrestricted Subsidiary shall be included only to the extent of the amount of
cash dividends or cash distributions paid to the referent Person or a
Restricted Subsidiary thereof.

"Continuing Director" means, as of any date of determination, any
member of the Board of Directors of the Company who (i) was a member of such
Board of Directors on the date of the Indenture, (ii) was nominated for
election or elected to such Board of Directors with the affirmative vote of a
majority of the Continuing Directors who were members of such Board at the time
of such nomination or election, or (iii) is a designee of CVC or its Related
Persons or Affiliates.

"Credit Facility" means the Amended and Restated Loan and Security
Agreement, dated as of December 13, 1996, by and among the Company, Fleet
Capital Corporation, as a lender and collateral agent, and Transamerica
Business Credit Corporation, including any related notes, guarantees,
collateral documents, instruments and agreements executed in connection
therewith, and in each case as amended, modified, renewed, refunded, replaced
or refinanced from time to time.

"Currency Agreement" means any foreign exchange contract, currency
swap agreement or other similar agreement or arrangement designed to protect
the Company or any of its Restricted Subsidiaries in the ordinary course of
business against fluctuation in the values of the currencies of the countries
(other than the United States) in which the Company or its Restricted
Subsidiaries conduct business.

"Default" means any event or condition that is, or with the passage of
time or the giving of notice, or both, would be, an Event of Default.

"Designated Senior Indebtedness" means (i) the Obligations of the
Company with respect to the Credit Facility and (ii) any other Senior
Indebtedness of the Company permitted under the Indenture the principal amount
of which at original issuance is $5.0 million or more (other than Senior
Indebtedness that is comprised of Hedging Obligations owing to a Person that is
not a party to the Credit Facility).

"Disqualified Stock" means any Capital Stock which, by its terms (or
by the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or is
redeemable or is convertible or exchangeable for Indebtedness at the option of
the holder thereof, in whole or in part, on or prior to April 15, 2007;
provided that any Capital Stock that would not constitute Disqualified Stock
but for provisions thereof giving holders thereof the right to require such
Person to repurchase or redeem such Capital Stock upon the occurrence of an
"asset sale" or "change of control" occurring prior to the Stated Maturity of
the Exchange Notes shall not constitute Disqualified Stock if (i) the "asset
sale" or "change of control" provisions applicable to such Capital Stock are no
more favorable to the holders of such Capital Stock than the provisions in
favor of holders of Notes set forth under the "Asset Sale" and "Change of
Control" covenants, as the case may be, (ii) such Capital Stock specifically
provides that such Person will not repurchase or redeem any such stock pursuant
to such provision prior to the Company's repurchase of such Exchange Notes as
are required to be repurchased pursuant to

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the "Asset Sale" and "Change of Control" covenants and (iii) such Capital Stock
is redeemable within 90 days of the "asset sale" or "change of control" events
applicable to such Capital Stock.

"Equity Interests" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

"Existing Indebtedness" means Indebtedness of the Company and its
Subsidiaries (other than the Credit Facility) in existence on the date of the
Indenture, until such amounts are repaid.

"Fair Market Value" means, with respect to any asset, the price (after
taking into account any liabilities relating to such assets) which could be
negotiated in an arm's-length free market transaction, for cash, between a
willing seller and a willing buyer, neither of which is under pressure or
compulsion to complete the transaction; provided that the Fair Market Value of
any such asset or assets shall be determined by the Board of Directors of the
Company, acting in good faith and by unanimous resolution, and which
determination shall be evidenced by an Officers' Certificate delivered to the
Trustee.

"Finished Goods Inventory" means, with respect to the Company, the
consolidated finished goods inventory of the Company, net of reserves,
determined in accordance with GAAP.

"Fixed Charge Coverage Ratio" means, with respect to any Person for
any period, the ratio of the Consolidated Cash Flow of such Person for such
period to the Fixed Charges of such Person for such period. In the event that
the Company or any of its Restricted Subsidiaries incurs, assumes, guarantees
or redeems any Indebtedness (other than revolving credit borrowings) or if the
Company issues or redeems any preferred stock, in each case subsequent to the
commencement of the period for which the Fixed Charge Coverage Ratio is being
calculated but prior to the date of the event for which the calculation of the
Fixed Charge Coverage Ratio is made (the "Transaction Date"), then the Fixed
Charge Coverage Ratio shall be calculated giving pro forma effect to such
incurrence, assumption, guarantee or redemption of Indebtedness, or such
issuance or redemption of preferred stock, as if the same had occurred at the
beginning of the applicable reference period. For purposes of making the
computation referred to above, acquisitions (including all mergers and
consolidations), dispositions and discontinuances of operations that have been
made by the Company or any of its Restricted Subsidiaries during the reference
period or subsequent to such reference period and on or prior to the
Transaction Date shall be calculated on a pro forma basis assuming that all
such acquisitions, dispositions and discontinuances of operations had occurred
on the first day of the reference period; provided, however, that Fixed Charges
shall be reduced by amounts attributable to operations that are so disposed of
or discontinued only to the extent that the obligations giving rise to such
Fixed Charges would no longer be obligations contributing to the Company's
Fixed Charges subsequent to the Transaction Date. Calculations of pro forma
amounts in accordance with this definition shall be done in accordance with
Article 11 of Regulation S-X under the Securities Act or any successor
provision.

"Fixed Charges" means, with respect to any Person for any period, the
sum, without duplication, of (i) Consolidated Interest Expense, (ii)
commissions, discounts and other fees and charges incurred with respect to
letters of credit and bankers' acceptances financing, (iii) any interest
expense on Indebtedness of another Person that is Guaranteed by such Person or
secured by a Lien on assets of such Person and (iv) the product of (a) all cash
or non-cash dividend payments on any series of preferred stock of any
Restricted Subsidiary of such Person (other than preferred stock of such
Person) times (b) a fraction, the numerator of which is one and the denominator
of which is one minus the then current combined federal, state and local
statutory tax rate of such Person, expressed as a decimal, determined, in each
case, on a consolidated basis and in accordance with GAAP.

"GAAP" means generally accepted accounting principles set forth in
the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant segment
of the accounting profession, which are in effect in the United States on the
date of the Indenture.

"Guarantee" means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including, without limitation, letters of credit and
reimbursement agreements in respect thereof), of all or any part of any
Indebtedness.

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"Hedging Obligations" means, with respect to any Person, the
obligations of such Person under (i) Interest Rate Agreements, (ii) Currency
Agreements and (iii) Commodity Agreements.

"Indebtedness" means, with respect to any Person, any indebtedness of
such Person, whether or not contingent, in respect of borrowed money or
evidenced by bonds, notes, debentures or similar instruments or letters of
credit (or reimbursement agreements in respect thereof) or bankers' acceptances
or representing Capital Lease Obligations or the balance deferred and unpaid of
the purchase price of any property or representing any Hedging Obligations,
except any such balance that constitutes an accrued expense or trade payable,
if and to the extent any of the foregoing indebtedness (other than letters of
credit and Hedging Obligations) would appear as a liability upon a balance
sheet of such Person prepared in accordance with GAAP, as well as all
indebtedness of others secured by a Lien on any asset of such Person (whether
or not such indebtedness is assumed by such Person) and, to the extent not
otherwise included, the Guarantee of any Indebtedness of such Person or any
other Person.

"Interest Rate Agreement" means any interest rate swap agreement,
interest rate cap agreement, interest rate collar agreement or other similar
agreement or arrangement entered into by the Company or any of its Restricted
Subsidiaries designed to protect the Company or any of its Restricted
Subsidiaries in the ordinary course of business against fluctuations in
interest rates.

"Investments" means, with respect to any Person, all investments by
such Person in other Persons (including Affiliates) in the forms of direct or
indirect loans (including Guarantees), advances or capital contributions
(excluding commission, travel and similar advances to officers and employees
made in the ordinary course of business), purchases or other acquisitions for
consideration of Indebtedness, Equity Interests or other securities and all
other items that are or would be classified as investments on a balance sheet
prepared in accordance with GAAP.

"Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law
(including any conditional sale or other title retention agreement, any lease
in the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement
under the Uniform Commercial Code (or equivalent statutes) of any
jurisdiction.)

"Liquidated Damages" means all liquidated damages then owing pursuant
to the Registration Rights Agreement.

"Management Holders" means any current or past full-time members of
senior management of the Company who acquire stock of the Company through
management stock purchase or option plans.

"Management Plans" means the Merchant Metals Holding Company 1988
Stock Option Plan, as such plan may be amended from time to time, or such other
similar compensation plans which may be adopted by the Company or Holding.

"Net Income" means, with respect to any Person, the net income (loss)
of such Person, determined in accordance with GAAP and before any reduction in
respect of preferred stock dividends, excluding, however, (i) any gain (but not
loss), together with any related provision for taxes on such gain (but not
loss), realized in connection with (a) any sale of assets (including, without
limitation, dispositions pursuant to sale/leaseback transactions) or (b) the
disposition of any securities or the extinguishment of any Indebtedness of such
Person or any of its Restricted Subsidiaries, and (ii) any extraordinary gain
(but not loss), together with any related provision for taxes on such
extraordinary gain (but not loss).

"Net Proceeds" means the aggregate amount of consideration received by
the Company or any of its Restricted Subsidiaries in respect of any Asset Sale
in the form of cash or Cash Equivalents (including, without limitation, any
cash received upon the sale or other disposition of any non-cash consideration
received in any Asset Sale), net of the direct costs relating to such Asset
Sale (including, without limitation, legal, accounting and investment banking
fees, and sales commissions) and any relocation expenses incurred as a result
thereof, taxes paid or payable as a result thereof (after taking into account
any available tax credits or deductions and any tax sharing arrangements),
amounts required to be applied to the repayment of Indebtedness secured by a
Lien on the asset or assets (including Equity Interests) the subject of such
Asset Sale and any reserve for adjustment in respect of the sale price of such
asset or assets.

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"Non-Recourse Debt" means Indebtedness (i) as to which neither the
Company nor any of its Restricted Subsidiaries (a) provides credit support of
any kind (including any undertaking, agreement or instrument that would
constitute Indebtedness), (b) is directly or indirectly liable (as guarantor or
otherwise), or (c) constitutes the lender; (ii) no default with respect to
which (including any rights that the holders thereof may have to take
enforcement action against an Unrestricted Subsidiary) would permit (upon
notice, lapse of time or both) any holder of any other Indebtedness of the
Company or any of its Restricted Subsidiaries to declare a default on such
other Indebtedness or cause the payment thereof to be accelerated or payable
prior to its stated maturity; and (iii) as to which the lenders have been
notified in writing that they will not have any recourse to the stock or assets
of the Company or any of its Restricted Subsidiaries.

"Obligations" means any principal, premium, interest (including
post-petition interest), penalties, fees, indemnifications, reimbursements,
damages and other liabilities payable under the documentation governing any
Indebtedness.

"Officers' Certificate" means, with respect to any Person, a
certificate signed by (i) the Chief Executive Officer or President and (ii) the
Chief Financial Officer or chief accounting officer of such Person.

"Permitted Asset Swap" means any one or more transactions in which the
Company or any of its Restricted Subsidiaries exchanges assets for
consideration consisting of cash and/or assets used or useful in the business
of the Company and conducted on the date of the Indenture or reasonable
extensions, developments or expansions thereof or activities ancillary thereto
or other assets in an amount less than 15% of the fair market value of such
transaction or transactions.

"Permitted Holders" means CVC and its Related Persons and Affiliates
and the Management Holders and their Related Persons and Affiliates.

"Permitted Investments" means (i) any Investment in the Company or in
a Wholly Owned Subsidiary of the Company that is a Restricted Subsidiary; (ii)
any Investment in Cash Equivalents; (iii) Investments by the Company or any
Restricted Subsidiary of the Company in a Person, if as a result of such
Investment (a) such Person becomes a Wholly Owned Subsidiary of the Company
that is a Restricted Subsidiary or (b) such Person is merged, consolidated or
amalgamated with or into, or transfers or conveys substantially all of its
assets to, or is liquidated into, the Company or a Wholly Owned Subsidiary of
the Company that is a Restricted Subsidiary; (iv) any Investment made as a
result of the receipt of non-cash consideration from an Asset Sale that was
made in compliance with the covenant set forth under " -- Repurchase at the
Option of Holders -- Asset Sales".

"Permitted Liens" means (i) Liens in favor of the Company; (ii) Liens
securing Senior Indebtedness of the Company that was permitted to be incurred
pursuant to the Indenture; (iii) Liens on property of a Person existing at the
time such Person is merged into or consolidated with the Company or any
Restricted Subsidiary of the Company, provided that such Liens were not created
in contemplation of such merger or consolidation and do not extend to any
assets other than those of the Person merged into or consolidated with the
Company or such Restricted Subsidiary; (iv) Liens on property existing at the
time of acquisition thereof by the Company or any Restricted Subsidiary of the
Company; provided that such Liens were not created in contemplation of such
acquisition; (v) Liens to secure the performance of statutory obligations,
surety or appeal bonds, performance bonds or other obligations of a like nature
incurred in the ordinary course of business; (vi) Liens existing on the date of
the Indenture; (vii) Liens for taxes, assessments or governmental charges or
claims that are not yet delinquent or that are being contested in good faith by
appropriate proceedings promptly instituted and diligently concluded, provided
that any reserve or other appropriate provision, if any, as shall be required
in conformity with GAAP shall have been made therefor; (viii) Liens imposed by
law, such as mechanics', carriers', warehousemen's, materialmen's and vendors'
Liens, incurred in good faith in the ordinary course of business with respect
to amounts not yet delinquent or being contested in good faith by appropriate
proceedings if a reserve or other appropriate provisions, if any, shall be
required by GAAP shall have been made therefor; (ix) zoning restrictions,
easements, licenses, covenants, reservations, restrictions on the use of real
property or minor irregularities of title incident thereto that do not, in the
aggregate, materially detract from the value of the property or the assets of
the Company or impair the use of such property in the operation of the
Company's business; (x) judgment Liens to the extent that such judgments do not
cause or constitute a Default or an Event of Default; (xi) Liens to secure the
payment of all or a part of the purchase price of property or assets acquired
or constructed in the ordinary course of business on or after the date of the
Indenture, provided that (a) such property or assets

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are used in the same or a similar line of business as the Company was engaged
in on the date of the Indenture, (b) at the time of incurrence of any such
Lien, the aggregate principal amount of the obligations secured by such Lien
shall not exceed the cost of the assets or property (or portions thereof) so
acquired or constructed, (c) each such Lien shall encumber only the assets or
property (or portions thereof) so acquired or constructed and shall attach to
such property within 120 days of the purchase or construction thereof and (d)
any Indebtedness secured by such Lien shall have been permitted to be incurred
under the "Limitation on the Incurrence of Indebtedness and Issuance of
Disqualified Stock" covenant; and (xii) precautionary filings of any financial
statement under the Uniform Commercial Code (or equivalent statutes) of any
jurisdiction made in connection with Capital Lease Obligations permitted to be
incurred under the "Limitation on the Incurrence of Indebtedness and Issuance
of Disqualified Stock" covenant, provided that such Lien does not violate
clauses (a), (b) and (c) of clause (xi) hereof; and (xiii) Liens incurred in
the ordinary course of business securing assets having a fair market value not
in excess of $500,000 in the aggregate.

"Person" means an individual, limited or general partnership,
corporation, limited liability company, association, unincorporated
organization, trust, joint stock company or joint venture, or a government or
any agency or political subdivision thereof.

"Public Equity Offering" means a bona fide underwritten sale to the
public of Common Stock of the Company pursuant to a registration statement
(other than on Form S-8 or any other form relating to securities issuable under
any benefit plan of the Company) that is declared effective by the Commission.

"Purchase Money Obligations" of any Person means any obligations of
such Person or any of its Restricted Subsidiaries to any seller or any other
Person incurred or assumed in connection with the purchase of real or personal
property to be used in the business of such Person or any of its subsidiaries
within 180 days of such incurrence or assumption.

"Raw Materials Inventory" means, with respect to the Company, the
consolidated, raw materials and work-in-process inventory of the Company, net
of reserves, determined in accordance with GAAP.

"Recapitalization" means that certain recapitalization transaction
relating to Holding and the Company consummated on December 13, 1996.

"Receivables" means the consolidated trade receivables of the Company,
net of the allowance for doubtful accounts, as determined in accordance with
GAAP.

"Registration Rights Agreement" means that certain Registration Rights
Agreement, dated as of the date of the Indenture, between the Company and the
Initial Purchaser.

"Related Person" of any Person means any other Person directly or
indirectly owning (a) 5% or more of the outstanding Common Stock of such Person
(or, in the case of a Person that is not a corporation, 5% or more of the
equity interests in such Person) or (b) 5% or more of the combined voting power
of the Voting Stock of such Person.

"Restricted Subsidiary" means (i) any Subsidiary of the Company (other
than a Subsidiary that is also a Subsidiary of an Unrestricted Subsidiary)
organized or acquired after the date of the Indenture, unless such Subsidiary
shall have been designated as an Unrestricted Subsidiary by resolution of the
Board of Directors as provided in and in compliance with the definition of
"Unrestricted Subsidiary"; and (ii) any Unrestricted Subsidiary which is
designated as a Restricted Subsidiary by the Board of Directors of the Company;
provided that immediately after giving effect to the designation referred to in
clause (ii), no Default or Event of Default shall have occurred and be
continuing and the Company could incur at least $1.00 of additional
Indebtedness under the first paragraph under the "Limitation on Incurrence of
Indebtedness and Issuance of Disqualified Stock" covenant. The Company shall
evidence any such designation to the Trustee by promptly filing with the
Trustee an Officers' Certificate certifying that such designation has been made
and stating that such designation complies with the requirements of the
immediately preceding sentence.

"Senior Indebtedness" means, with respect to the Company, (i) the
Obligations of the Company with respect to the Credit Facility, and (ii) any
other Indebtedness permitted to be incurred by the Company under the terms of
the

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Indenture, unless the instrument under which such Indebtedness is incurred
expressly provides that it is pari passu with or subordinated in right of
payment to the Notes. Notwithstanding anything to the contrary in the
foregoing, Senior Indebtedness shall not include (aa) any obligation of the
Company to, in respect of or imposed by any environmental, landfill, waste
management or other regulatory governmental agency, statute, law or court
order, (bb) any liability for federal, state, local or other taxes owed or
owing by the Company, (cc) any Indebtedness of the Company to any of the
Company's Subsidiaries or other Affiliates, (dd) any trade payables or (ee) any
Indebtedness that is incurred in violation of the Indenture on or after the
date of the Indenture.

"Subsidiary" means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of that Person or a combination
thereof and (ii) any partnership (a) the sole general partner or the managing
general partner of which is such Person or a Subsidiary of such Person or (b)
the only general partners of which are such Persons or one or more Subsidiaries
of such Person or any combination thereof.

"Unrestricted Subsidiary" means, until such time as any of the
following shall be designated as a Restricted Subsidiary of the Company by the
Board of Directors of the Company as provided in and in compliance with the
definition of "Restricted Subsidiary," (i) any Subsidiary of the Company or of
a Restricted Subsidiary of the Company organized or acquired after the date of
the Indenture that is designated concurrently with its organization or
acquisition as an Unrestricted Subsidiary by resolution of the Board of
Directors of the Company, (ii) any Subsidiary of any Unrestricted Subsidiary
and (iii) any Restricted Subsidiary of the Company that is designated as an
Unrestricted Subsidiary by resolution of the Board of Directors of the Company,
provided that (a) immediately after giving effect to such designation, no
Default or Event of Default shall have occurred and be continuing, (b) any such
designation shall be deemed, at the election of the Company at the time of such
designation, to be either (but not both) (x) the making of a Restricted Payment
at the time of such designation in an amount equal to the Investment in such
Subsidiary subject to the restrictions contained in the "Limitation on
Restricted Payments" covenant or (y) the making of an Asset Sale at the time of
such designation in an amount equal to the Investment in such Subsidiary
subject to the restrictions contained in the "Asset Sales" covenant, and (c)
such Subsidiary or any of its Subsidiaries does not own any Capital Stock or
Indebtedness of, or own or hold any Lien on any property of, the Company or any
other Subsidiary of the Company that is not a Subsidiary of the Subsidiary to
be so designated. A Person may be designated as an Unrestricted Subsidiary only
if and for so long as such Person (i) has no Indebtedness other than
Non-Recourse Debt; (ii) is a Person with respect to which neither the Company
nor any of its Restricted Subsidiaries has any direct or indirect obligation
(a) to subscribe for additional Equity Interests or (b) to make any payment to
maintain or preserve such Person's financial condition or to cause such Person
to achieve any specified levels of operating results; and (iii) has not
guaranteed or otherwise directly or indirectly provided credit support for any
Indebtedness of the Company or any of its Restricted Subsidiaries. The Company
shall evidence any designation pursuant to clause (i) or (iii) of the first
sentence hereof to the Trustee by filing with the Trustee within 45 days of
such designation an Officers' Certificate certifying that such designation has
been made and, in the case of clause (iii) of the first sentence hereof, the
related election of the Company in respect thereof.

"Voting Stock" means any class or classes of Capital Stock pursuant to
which the holders thereof have the general voting power under ordinary
circumstances to elect at least a majority of the board of directors, managers,
general partners or trustees of any Person (irrespective of whether or not, at
the time, Capital Stock of any other class or classes shall have, or might
have, voting power by reasons of the happening of any contingency) or, with
respect to a partnership (whether general or limited), any general partner
interest in such partnership.

"Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (i) the sum
of the products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse
between such date and the making of such payment, by (ii) the then outstanding
principal amount of such Indebtedness.

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"Wholly Owned Subsidiary" of any Person means a Subsidiary of such
Person 100% of the outstanding Capital Stock or other ownership interests of
which (other than directors' qualifying shares) shall be at the time
beneficially owned by such Person either directly or indirectly through Wholly
Owned Subsidiaries.

BOOK-ENTRY, DELIVERY AND FORM

Except as set forth in the next paragraph, the Exchange Notes will
initially be issued in the form of one or more Global Notes (the "Global
Notes"). The Global Notes will be deposited on the date of the closing of the
sale of the Notes offered hereby (the "Closing Date") with, or on behalf of,
the Depositary and registered in the name of Cede & Co., as nominee for the
Depositary (such nominee being referred to herein as the "Global Note Holder").

Exchange Notes that are issued as described below under " --
Certificated Securities" will be issued in registered form (the "Certificated
Securities"). Upon the transfer of Certificated Securities, such Certificated
Securities may, unless the Global Notes have previously been exchanged for
Certificated Securities, be exchanged for an interest in a Global Note
representing the principal amount of Notes being transferred.

The Depositary is a limited-purpose trust company which was created to
hold securities for its participating organizations (collectively, the
"Participants" or the "Depositary's Participants") and to facilitate the
clearance and settlement of transactions in such securities between
Participants through electronic book-entry changes in accounts of its
Participants. The Depositary's Participants include securities brokers and
dealers (including the Initial Purchaser), banks and trust companies, clearing
corporations and certain other organizations. Access to the Depositary's system
is also available to other entities such as banks, brokers, dealers and trust
companies (collectively, the "Indirect Participants" or the "Depositary's
Indirect Participants") that clear through or maintain a custodial relationship
with a Participant, either directly or indirectly. Persons who are not
Participants may beneficially own securities held by or on behalf of the
Depositary only through the Depositary's Participants or the Depositary's
Indirect Participants.

The Company expects that pursuant to procedures established by the
Depositary (i) upon deposit of the Global Notes, the Depositary will credit the
accounts of Participants with portions of the principal amount of the Global
Notes and (ii) ownership of the Notes evidenced by the Global Notes will be
shown on, and the transfer of ownership thereof will be effected only through,
records maintained by the Depositary (with respect to the interests of the
Depositary's Participants), the Depositary's Participants and the Depositary's
Indirect Participants. Prospective purchasers are advised that the laws of some
states require that certain Persons take physical delivery in definitive form
of securities that they own. Consequently, the ability to transfer Exchange
Notes evidenced by the Global Notes will be limited to such extent. For certain
other restrictions on the transferability of the Exchange Notes, see "Notice to
Investors."

So long as the Global Note Holder is the registered owner of any
Exchange Notes, the Global Note Holder will be considered the sole owner or
holder of such Exchange Notes outstanding under the Indenture. Beneficial
owners of Exchange Notes evidenced by the Global Note will not be considered
the owners or holders thereof under the Indenture for any purpose, including
with respect to the giving of any directions, instructions or approvals to the
Trustee thereunder. The ability of a Person having a beneficial interest in
Exchange Notes represented by a Global Note to pledge such interest to Persons
or entities that do not participate in the Depositary's system or to otherwise
take actions in respect of such interest, may be affected by the lack of a
physical certificate evidencing such interest.

None of the Company nor the Trustee will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of Exchange Notes by the Depositary, or for maintaining, supervising or
reviewing any records of the Depositary relating to such Exchange Notes.

Payments in respect of the principal of, premium, if any, interest and
Liquidated Damages, if any, on any Exchange Notes registered in the name of a
Global Note Holder on the applicable record date will be payable by the Trustee
to or at the direction of such Global Note Holder in its capacity as the
registered holder under the Indenture. Under the terms of the Indenture, the
Company and the Trustee may treat the Persons in whose names the Exchange
Notes, including the Global Notes, are registered as the owners thereof for the
purpose of receiving such payments and for any and all other purposes
whatsoever. Consequently, none of the Company nor the Trustee has or will have
any responsibility or liability for the

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payment of such amounts to beneficial owners of Exchange Notes (including
principal, premium, if any, interest and Liquidated Damages, if any).

The Company believes, however, that it is currently the policy of the
Depositary to immediately credit the accounts of the relevant Participants with
such payment, in amounts proportionate to their respective holdings in
principal amount of beneficial interests in the relevant security as shown on
the records of the Depositary. Payments by the Depositary's Participants and
the Depositary's Indirect Participants to the beneficial owners of Exchange
Notes will be governed by standing instructions and customary practice and will
be the responsibility of the Depositary's Participants or the Depositary's
Indirect Participants.

CERTIFICATED SECURITIES

Subject to certain conditions, any Person having a beneficial interest
in a Global Note may, upon request to the Company or the Trustee, exchange such
beneficial interest for Exchange Notes in the form of Definitive Notes. Upon
any such issuance, the Trustee is required to register such Exchange Notes in
the name of, and cause the same to be delivered to, such Person or Persons. In
addition, if (i) the Company notifies the Trustee in writing that the
Depositary is no longer willing or able to act as a depositary and the Company
is unable to appoint a qualified successor within 90 days or (ii) the Company,
at its option, notifies the Trustee in writing that it elects to cause the
issuance of Exchange Notes in the form of Definitive Notes under the Indenture,
then, upon surrender by the relevant Global Note Holder of its Global Note,
Exchange Notes in such form will be issued to each Person that the Depositary
identifies as the beneficial owner of the related Exchange Notes.

Neither the Company nor the Trustee shall be liable for any delay by
the Depositary in identifying the beneficial owners of the related Exchange
Notes and each such Person may conclusively rely on, and shall be protected in
relying on, instructions from the Depositary for all purposes (including with
respect to the registration and delivery, and the respective principal amounts,
of the Exchange Notes to be issued).

ADDITIONAL INFORMATION

Anyone who receives this Prospectus may obtain a copy of the Indenture
without charge by writing to MMI Products, Inc., 515 West Greens Road, Suite
710, Houston, Texas 77067, Attn: Robert N. Tenczar.

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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following summary describes certain United States federal income
tax considerations to holders of the Exchange Notes who are subject to U.S. net
income tax with respect to the Exchange Notes ("U.S. persons") and who will
hold the Exchange Notes as capital assets. There can be no assurance that the
U.S. Internal Revenue Service (the "IRS") will take a similar view of the
purchase, ownership or disposition of the Exchange Notes. This summary is
based upon the Internal Revenue Code of 1986, as amended, and regulations,
rulings and judicial decisions now in effect, all of which are subject to
change. It does not include any discussion of the tax laws of any state,
local or foreign governments or any estate or gift tax considerations that may
be applicable to the Exchange Notes or holders thereof; nor does it discuss all
aspects of U.S. federal income taxation that may be relevant to a particular
investor under his particular circumstances or to investors subject to special
treatment under the U.S. federal income tax laws (for example, dealers in
securities or currencies, S corporations, life insurance companies, tax-exempt
organizations, taxpayers subject to the alternative minimum tax and non-U.S.
persons) and also does not discuss Exchange Notes held as a hedge against
currency risks or as part of a straddle with other investments or as part of a
"synthetic security" or other integrated investment (including a "conversion
transaction") comprising an Exchange Note and one or more other investments, or
situations in which the functional currency of the holders is not the U.S.
dollar.

Holders of Old Notes contemplating acceptance of the Exchange Offer
should consult their tax advisors with respect to their particular
circumstances and with respect to the effects of state, local or foreign tax
laws to which they may be subject.

EXCHANGE OF NOTES

The exchange of Old Notes for Exchange Notes should not be a taxable
event to holders for federal income tax purposes. The exchange of Old Notes
for the Exchange Notes pursuant to the Exchange Offer should not be treated as
an "exchange" for federal income tax purposes, because the Exchange Notes
should not be considered to differ materially in kind or extent from the Old
Notes. Accordingly, the Exchange Notes should have the same issue price as the
Old Notes, and a holder should have the same adjusted basis and holding period
in the Exchange Notes as it had in the Old Notes immediately before the
exchange.

INTEREST ON EXCHANGE NOTES

A holder of an Exchange Note will be required to report as ordinary
interest income for U.S. federal income tax purposes interest earned on the
Exchange Note in accordance with the holder's method of tax accounting.

DISPOSITION OF EXCHANGE NOTES

A holder's tax basis for an Exchange Note generally will be the
holder's purchase price for the Old Note. Upon the sale, exchange, redemption,
retirement or other disposition of an Exchange Note, a holder will recognize
gain or loss equal to the difference (if any) between the amount realized and
the holders' tax basis in the Exchange Note. Such gain or loss will be
long-term capital gain or loss if the Exchange Note has been held for more than
one year and otherwise will be short-term capital gain or loss (with certain
exceptions to the characterization as capital gain if the Exchange Note was
acquired at a market discount).

BACKUP WITHHOLDING

A holder of an Exchange Note may be subject to backup withholding at
the rate of 31% with respect to interest paid on the Exchange Note and proceeds
from the sale, exchange, redemption or retirement of the Exchange Note, unless
such holder (a) is a corporation or comes within certain other exempt
categories and, when required, demonstrates that fact or (b) provides a correct
taxpayer identification number, certifies as to no loss of exemption from
backup withholding and otherwise complies with applicable requirements of the
backup withholding rules. A holder of an Exchange Note who does not provide
the Company with his correct taxpayer identification number may be subject to
penalties imposed by the IRS.

78
<PAGE> 85
A holder of an Exchange Note who is not a U.S. person will generally
be exempt from backup withholding and information reporting requirements, but
may be required to comply with certification and identification procedures in
order to obtain an exemption from backup withholding and information reporting.

Any amount paid as backup withholding will be creditable against the
holder's U.S. federal income tax liability.

79
<PAGE> 86
DESCRIPTION OF CREDIT FACILITY

The information relating to the Credit Facility is qualified in its
entirety by reference to the complete text of the documents entered into.
Borrowings under the Credit Facility will be secured by first priority liens on
substantially all of the Company's assets.

The Credit Facility provides for a revolving credit facility not to
exceed $48.5 million. Borrowings under the Credit Facility are subject to
various conditions precedent and are subject to a borrowing base equal to the
sum of 50% of eligible finished goods inventory plus 65% of eligible raw
materials inventory plus 85% of eligible receivables.

Borrowings under the Credit Facility bear interest, at the option of
the Company, at either (i) the base rate (as announced from time to time by
Fleet National Bank) plus 0.25% or (ii) the Eurodollar Base Rate (as defined
therein) for the applicable Eurodollar Interest Period (as defined therein)
plus 2.00%. The Company is required to pay certain fees in connection with the
Credit Facility, including a commitment fee of 0.50% of the undrawn portion of
the revolving credit facility commitment.

The Credit Facility contains customary representations, warranties and
events of default and requires compliance by the Company with certain
covenants, including, among other things, (i) limitations on incurrence of
indebtedness, imposition of liens on assets of the Company, capital
expenditures, mergers and consolidations, disposition of assets, acquisition of
assets and payment of dividends and other distributions, (ii) a requirement
that the Company maintain EBITDA for each rolling 12 month period of not less
than $20.0 million and (iii) a requirement that the Company maintain a coverage
ratio of EBITDA to cash interest expense of not less than 1.5 to 1.0.

DESCRIPTION OF EQUITY INTERESTS

COMPANY CAPITAL STOCK

The authorized capital stock of the Company consists of 500,000 shares
of common stock, par value $1.00 per share (the "Company Common Stock"). There
currently are 252,000 shares of the Company Common Stock outstanding, all of
which are owned of record and beneficially by Holding.

HOLDING CAPITAL STOCK

The authorized capital stock of Holding consists of 3,000,000 shares
of Holding Common Stock and 4,000,000 shares of Holding Preferred Stock. Of
the authorized shares, (i) 2,000,000 shares of Class A Common Stock, par value
$.01 per share (the "Holding Class A Common Stock"), of which 115,402 shares
are issued and outstanding; (ii) 1,000,000 shares of Class B Common Stock, par
value $.01 per share (the "Holding Class B Common Stock"), of which 658,982
shares are issued and outstanding; (iii) 1,500,000 shares of Series A Junior
Preferred Stock, none of which are issued and outstanding; and (iv) 1,500,000
shares of Series B Senior Preferred Stock, none of which are issued and
outstanding. Parent owns of record and beneficially more than 98% of the
Holding Common Stock (representing more than 98% of the voting power of
Holding).

Certain Company Repurchase Rights

Upon the death of any member of management who holds Parent Common
Units (or upon the termination of any such person's employment with the
Company), such Parent Common Units will automatically be exchanged for a like
number of shares of Holding Class A Common Stock. Such members of management
have granted to Holding the right to repurchase (the "Repurchase Agreements")
such persons' Holding Class A Common Stock in the event that such persons cease
for any reason to be employed by the Company prior to the fourth anniversary of
the completion of the Recapitalization.

The repurchase price initially is $1.00 per share. However, on each of
the first through third anniversaries of the completion of the
Recapitalization, the repurchase price for 25% of the Holding Class A Common
Stock of such person

80
<PAGE> 87
will become an amount equal to the fair value of such shares of Holding Class A
Common Stock (as determined in good faith by the Board of Directors of Holding)
as of the time of any exercise of Holding's repurchase right.

Holding Stockholders Agreement

Certain stockholders of the Company have entered into the Holding
Stockholders Agreement (the "Holding Stockholders Agreement"). The Holding
Stockholders Agreement provides for, among other things, the following: (i)
the delivery by Holding to CVC of certain financial statements and information
so long as CVC holds any Holding Common Stock or Holding Preferred Stock
(collectively, the "Holding Securities") or any option, warrant or right to
acquire any of the Holding Securities; (ii) an agreement among the stockholders
to vote the Holding Common Stock of the Company such that the Board of
Directors will consist of a CVC designee, the Chief Executive Officer of the
Company and a joint CVC-management designee; and (iii) certain demand and
incidental registration rights on the part of the stockholders.

LIMITED LIABILITY COMPANY INTERESTS OF PARENT

The equity interests of Parent consists of (i) 112,922 Parent Class A
Common Units, and (ii) 652,066 Parent Class B Common Units.

81
<PAGE> 88
PLAN OF DISTRIBUTION

Each Participating Broker-Dealer that receives Exchange Notes for its
own account in connection with the Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange Notes.
This Prospectus, as it may be amended or supplemented from time to time, may be
used by Participating Broker-Dealers during the period referred to below in
connection with resales of Exchange Notes received in exchange for Old Notes
where such Old Notes were acquired by such Participating Broker-Dealers for
their own accounts as a result of market-making activities or other trading
activities (other than a resale of an unsold allotment from the original sale
of Old Notes). The Company has agreed that this Prospectus, as it may be
amended or supplemented from time to time, may be used by a Participating
Broker-Dealer in connection with resales of such Exchange Notes for a period
ending 180 days from the date on which the Exchange Offer Registration
Statement is declared effective. However, a Participating Broker-Dealer who
intends to use this Prospectus in connection with the resale of Exchange Notes
received in exchange for Old Notes pursuant to the Exchange Offer must notify
the Company, or cause the Company to be notified, on or prior to the Expiration
Date, that it is a Participating Broker-Dealer. Such notice may be given in
the space provided for that purpose in the Letter of Transmittal or may be
delivered to the Exchange Agent at one of the addresses set forth in the Letter
of Transmittal. See "The Exchange Offer -- Resales of Exchange Notes."

The Company will not receive any proceeds from the issuance of the
Exchange Notes offered hereby. Exchange Notes received by Participating
Broker-Dealers for their own accounts in connection with the Exchange Offer may
be sold from time to time in one or more transactions in the over-the-counter
market, in negotiated transactions, through the writing of options on the
Exchange Notes or a combination of such methods of resale, at market prices
prevailing at the time of resale, at prices related to such prevailing market
prices or at negotiated prices. Any such resale may be made directly to
purchasers or to or through brokers or dealers who may receive compensation in
the form of commissions or concessions from any such broker-dealer and/or the
purchasers of any such Exchange Notes. Any Participating Broker-Dealer that
resells Exchange Notes that were received by it for its own account in
connection with the Exchange Offer and any broker or dealer that participates
in a distribution of such Exchange Notes may be deemed to be an "underwriter"
within the meaning of the Securities Act, and any profit on any such resale of
Exchange Notes and any commissions or concessions received by any such persons
may be deemed to be underwriting compensation under the Securities Act. The
Letter of Transmittal states that by acknowledging that it will deliver and by
delivering a prospectus, a Participating Broker-Dealer will not be deemed to
admit that it is an "underwriter" within the meaning of the Securities Act.

For a period ending 180 days from the date on which the Exchange Offer
Registration Statement is declared effective, the Company will promptly send
additional copies of this Prospectus and any amendment or supplement to this
Prospectus to any Participating Broker-Dealer that requests such documents in
the Letter of Transmittal.

82
<PAGE> 89
LEGAL MATTERS

The legality of the securities being offered hereby will be passed
upon for the Company by Baker & Botts, L.L.P., Dallas, Texas.

EXPERTS

The financial statements and schedule of MMI Products, Inc. at
December 28, 1996 and December 30, 1995, and for each of the three fiscal years
in the period ended December 28, 1996, appearing in this Prospectus and
Registration Statement have been audited by Ernst & Young LLP, independent
auditors, as set forth in their reports thereon appearing elsewhere herein, and
are included in reliance upon such reports given upon the authority of such
firm as experts in accounting and auditing.

83
<PAGE> 90
INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2

Audited Financial Statements
Balance Sheets as of December 30, 1995 and December 28, 1996 . . . . . . . . . . . . . . . . F-3
Statements of Income for fiscal years 1994, 1995 and 1996 . . . . . . . . . . . . . . . . . . F-5
Statements of Stockholder's Equity for fiscal years 1994, 1995 and 1996 . . . . . . . . . . . F-6
Statements of Cash Flows for fiscal years 1994, 1995 and 1996 . . . . . . . . . . . . . . . . F-7
Notes to Audited Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-8

Unaudited Financial Statements
Balance Sheet as of March 29, 1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-17
Statements of Income for the three months ended March 30, 1996 and March 29, 1997 . . . . . . F-18
Statements of Cash Flows for the three months ended March 30, 1996 and March 29, 1997 . . . . F-19
Notes to Unaudited Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . F-20
</TABLE>

F-1
<PAGE> 91
REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Stockholder
MMI Products, Inc.

We have audited the accompanying balance sheets of MMI Products, Inc.,
as of December 30, 1995 and December 28, 1996, and the related statements of
income, stockholder's equity and cash flows for each of the three fiscal years
in the period ended December 28, 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of MMI Products, Inc.
at December 30, 1995 and December 28, 1996, and the results of its operations
and its cash flows for each of the three fiscal years in the period ended
December 28, 1996, in conformity with generally accepted accounting principles.

Ernst & Young LLP

Houston, Texas
March 10, 1997

F-2
<PAGE> 92

MMI PRODUCTS, INC.

BALANCE SHEETS
(IN THOUSANDS)

ASSETS

<TABLE>
<CAPTION>
(NOTE 1)
PRO FORMA
DECEMBER 30, DECEMBER 28, DECEMBER 28,
1995 1996 1996
------------ ------------ ------------
(UNAUDITED)
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents ............................... $ 2,163 $ 234 $ 234
Accounts receivable, net of allowance for doubtful
accounts of $1,701 ($1,314 in 1995) .................. 27,772 35,637 35,637
Inventories ............................................. 32,331 41,687 41,687
Prepaid expenses ........................................ 2,643 1,315 1,315
Deferred income taxes ................................... 1,301 3,722 3,722
-------- -------- --------
Total current assets ............................ 66,210 82,595 82,595
Property, plant and equipment:
Land .................................................... 3,734 4,814 4,814
Buildings and improvements .............................. 11,610 15,465 15,465
Machinery and equipment ................................. 32,839 46,639 46,639
-------- -------- --------
48,183 66,918 66,918
Less accumulated depreciation ........................... 18,710 22,046 22,046
-------- -------- --------
29,473 44,872 44,872
Intangible assets ......................................... 6,518 6,105 6,105
Deferred charges and other assets ......................... 1,655 1,691 1,691
-------- -------- --------
Total assets .................................... $103,856 $135,263 $135,263
======== ======== ========
</TABLE>

See accompanying notes.

F-3
<PAGE> 93

LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
<TABLE>
<CAPTION>
(NOTE 1)
PRO FORMA
DECEMBER 30, DECEMBER 28, DECEMBER 28,
1995 1996 1996
------------ ------------ ------------
(UNAUDITED)
<S> <C> <C> <C>
Current liabilities:
Accounts payable ........................................ $ 20,186 $ 29,114 $ 29,114
Accrued liabilities ..................................... 7,773 10,405 10,405
Accrued income taxes .................................... 718 1,090 1,090
Due to Holding .......................................... -- 5,810 5,810
Distribution payable to Holding (Note 1) ................ -- -- 57,000
Current maturities of long-term debt, including
capital lease obligations ............................ 970 3,027 3,027
--------- --------- ---------
Total current liabilities ....................... 29,647 49,446 106,446
Long-term debt, including capital lease obligations ....... 33,715 52,251 52,251
Subordinated notes payable -- affiliates .................. 14,800 -- --
Deferred interest payable -- affiliates ................... 6,389 -- --
Deferred income taxes ..................................... 3,699 5,032 5,032
Commitments and contingencies
Stockholder's equity (deficit):
Common stock, $1 par value; 500,000 shares authorized;
252,000 shares issued and outstanding ................ 252 252 252
Additional paid-in capital .............................. 8,008 14,599 14,599
Retained earnings (deficit) (Note 1) .................... 7,346 13,683 (43,317)
--------- --------- ---------
Total stockholder's equity (deficit) ............ 15,606 28,534 (28,466)
--------- --------- ---------
Total liabilities and stockholder's equity
(deficit) ..................................... $ 103,856 $ 135,263 $ 135,263
========= ========= =========
</TABLE>

See accompanying notes.

F-4
<PAGE> 94

MMI PRODUCTS, INC.

STATEMENTS OF INCOME
(IN THOUSANDS)

<TABLE>
<CAPTION>
FISCAL YEAR
------------------------------------
1994 1995 1996
-------- -------- --------
<S> <C> <C> <C>
Net sales ........................................... $197,617 $233,284 $283,402
Cost of sales ....................................... 163,473 196,123 238,439
-------- -------- --------
Gross profit ...................................... 34,144 37,161 44,963
Selling, general and administrative expenses ........ 17,098 19,196 23,143
Nonrecurring expenses -- stock options (Note 2) ..... -- -- 3,106
Other expenses, net ................................. 419 166 721
-------- -------- --------
Income before interest and income taxes ............. 16,627 17,799 17,993
Interest expense:
Affiliates ........................................ 2,223 2,223 2,046
Other ............................................. 4,014 5,172 5,383
-------- -------- --------
Income before income taxes .......................... 10,390 10,404 10,564
Provision for income taxes .......................... 2,878 4,058 4,227
-------- -------- --------
Net income ................................ $ 7,512 $ 6,346 $ 6,337
======== ======== ========
</TABLE>

See accompanying notes.

F-5
<PAGE> 95

MMI PRODUCTS, INC.

STATEMENTS OF STOCKHOLDER'S EQUITY
(IN THOUSANDS)

<TABLE>
<CAPTION>
ADDITIONAL RETAINED TOTAL
COMMON PAID-IN EARNINGS STOCKHOLDER'S
STOCK CAPITAL (DEFICIT) EQUITY
-------- ---------- --------- -------------
<S> <C> <C> <C> <C>
Balance at January 1, 1994 ...................... $ 252 $ 8,008 $ (6,204) $ 2,056
Net income .................................... -- -- 7,512 7,512
Dividends ..................................... -- -- (308) (308)
-------- -------- -------- --------
Balance at December 31, 1994 .................... 252 8,008 1,000 9,260
Net income .................................... -- -- 6,346 6,346
-------- -------- -------- --------
Balance at December 30, 1995 .................... 252 8,008 7,346 15,606
Net income .................................... -- -- 6,337 6,337
Contribution of capital -- Recapitalization ... -- 3,485 -- 3,485
Contribution of capital -- stock options ...... -- 3,106 -- 3,106
-------- -------- -------- --------
Balance at December 28, 1996 .................... $ 252 $ 14,599 $ 13,683 $ 28,534
======== ======== ======== ========
</TABLE>

See accompanying notes.

F-6
<PAGE> 96
MMI PRODUCTS, INC.

STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
FISCAL YEAR
-----------------------------------
1994 1995 1996
--------- --------- ---------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income .................................................. $ 7,512 $ 6,346 $ 6,337
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization ............................. 3,370 3,814 4,448
Nonrecurring expenses -- stock options .................... -- -- 3,106
Provision for losses on accounts receivable ............... 725 448 879
Deferred income taxes ..................................... 1,085 1,313 (1,088)
(Gain) loss on sale of property, plant and equipment ...... (18) (100) 193
Changes in operating assets and liabilities, net of
effects of acquired businesses:
Increase in accounts receivable ........................ (2,169) (5,585) (8,339)
(Increase) decrease in inventories ..................... (5,869) 1,034 (1,668)
Decrease in prepaid expenses and other assets .......... 351 551 2,068
Increase in accounts payable and accrued
liabilities .......................................... 4,761 6,868 9,762
Decrease in deferred interest
payable -- affiliates ................................ -- (648) (6,389)
Increase in due to Holding ............................. -- -- 5,810
Increase (decrease) in accrued income taxes ............ 1,768 (1,296) 372
--------- --------- ---------
Net cash provided by operating activities ......... 11,516 12,745 15,491
INVESTING ACTIVITIES
Purchases of property, plant and equipment .................. (2,470) (2,246) (3,545)
Proceeds from sale of property, plant and equipment ......... 18 1,219 89
Cash paid for acquired businesses ........................... -- (13,714) (20,858)
--------- --------- ---------
Net cash used in investing activities ....................... (2,452) (14,741) (24,314)
FINANCING ACTIVITIES
Proceeds from long-term debt, net of debt issue costs ....... 55,957 88,421 122,033
Payments on long-term debt, including capital lease
obligations ............................................... (64,540) (84,740) (103,824)
Payments on subordinated notes payable -- affiliates ........ -- -- (14,800)
Contribution of capital from Holding ........................ -- -- 3,485
Dividends paid .............................................. (308) -- --
--------- --------- ---------
Net cash provided by (used in) financing activities ......... (8,891) 3,681 6,894
--------- --------- ---------
Increase (decrease) in cash and cash equivalents ............ 173 1,685 (1,929)
Cash and cash equivalents at beginning of year .............. 305 478 2,163
--------- --------- ---------
Cash and cash equivalents at end of year .................... $ 478 $ 2,163 $ 234
========= ========= =========
</TABLE>

See accompanying notes.

F-7
<PAGE> 97

MMI PRODUCTS, INC.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 28, 1996

1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Description of Business

MMI Products, Inc. (the Company), is a wholly-owned subsidiary of
Merchants Metals Holding Company (Holding). The Company is a manufacturer and
distributor of products used in the residential, commercial and infrastructure
construction industries. The Company sells its products along three principal
product lines: fence, wire mesh and concrete accessories. Each of the Company's
product lines is primarily produced from the same raw material, steel rod. The
Company's customers include contractors, fence wholesalers, industrial
manufacturers, highway construction contractors and fabricators of concrete
reinforcing bar. The Company operates in one business segment.

On December 13, 1996, the Company and Holding completed a
recapitalization transaction (the Recapitalization). Pursuant to the
Recapitalization, (i) Holding made an additional capital contribution to the
Company of approximately $3.5 million in cash and loaned the Company
approximately $5.8 million, (ii) the Company borrowed an additional $5 million
in senior subordinated secured notes payable from a supplier and an additional
$1 million in other long-term debt, and (iii) the Company repaid the full
amount of subordinated notes payable to affiliates of $14.8 million plus
accrued interest.

The Company intends to make a Rule 144A offering (the Offering) of
$120 million of Notes due 2007 (the Notes) in April 1997. The net proceeds from
the sale of the Notes are estimated to be approximately $116.1 million. The
Company intends to use the net proceeds (i) to distribute $57 million to
Holding to permit the redemption of certain of Holding's equity interests, (ii)
to repay the entire $10 million principal amount, plus accrued but unpaid
interest, on the senior subordinated secured note payable, (iii) to repay the
Company's existing indebtedness under the term loan facility which totaled
$12.0 million as of December 28, 1996, (iv) to reduce the Company's
indebtedness under the revolving credit facility which totaled $30.1 million as
of December 28, 1996 and (v) to the extent of remaining net proceeds from the
Offering, for general corporate purposes.

The accompanying pro forma balance sheet as of December 28, 1996
reflects the planned distribution to Holding and corresponding decrease in
retained earnings as if the Offering closed as of December 28, 1996.

Fiscal Year

In 1994, the Company adopted a 52-53 week fiscal year ending on the
Saturday closest to December 31st. The change had no effect on net income for
any fiscal year presented. The 1994, 1995 and 1996 fiscal years refer to the
fifty-two week periods ended December 31, 1994, December 30, 1995 and December
28, 1996.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

F-8
<PAGE> 98

Cash and Cash Equivalents

The Company considers all demand deposits and time deposits with
original maturities of three months or less to be cash equivalents.

Inventories

Inventories are valued at the lower of average cost or market.

Property, Plant and Equipment

Property, plant and equipment are stated at historical cost except for
assets acquired in business combinations which are recorded at fair market
value at the date of acquisition. Depreciation is computed on the straight-line
method using rates based on the estimated useful lives of the related assets.
Estimated useful lives used for depreciation purposes are as follows:

<TABLE>
<S> <C>
Buildings and improvements . . . . . . . 10 to 31 years
Machinery and equipment . . . . . . . . . 2 to 20 years
</TABLE>

Major capital upgrades are capitalized as reductions to the
accumulated depreciation of the related assets. Maintenance, repairs and minor
upgrades are expensed as incurred.

The Company leases certain machinery and equipment under capital
leases. Assets recorded under capital leases are amortized over the lives of
the respective leases. Assets under these obligations, totaling $2,426,000 and
$2,784,000 (net of accumulated amortization of $744,000 and $1,356,000) at
December 30, 1995 and December 28, 1996, respectively, are included in
property, plant and equipment in the accompanying balance sheets.

Intangible Assets

The excess of the purchase price over the estimated fair values of net
assets acquired is accounted for as goodwill and is amortized on a
straight-line basis over periods not exceeding 40 years (the period when
benefits are expected to be derived). Other intangible assets, consisting
primarily of customer lists arising from acquisitions, are amortized on a
straight-line basis over their respective estimated lives, generally three to
five years.

Impairment of Long-Lived Assets

The carrying value of long-lived assets, principally identifiable
intangibles, property, plant and equipment and any related goodwill, is
reviewed for potential impairment when events or changes in circumstances
indicate that the carrying amount of such assets may not be recoverable, as
determined based on the undiscounted cash flows over the remaining amortization
periods. In such a case, the carrying value of the related assets is reduced by
the estimated shortfall of discounted cash flows.

Fair Value of Financial Instruments

The Company considers the recorded value of its monetary assets and
liabilities, which consist primarily of cash and cash equivalents, accounts
receivable, accounts payable and long-term debt, to approximate their
respective fair values at December 30, 1995 and December 28, 1996.

Reclassifications

Certain reclassifications have been made to the 1994 and 1995
financial information in order to conform to the 1996 presentation.

F-9
<PAGE> 99

2. NONRECURRING EXPENSES -- STOCK OPTIONS

Effective December 13, 1996 in connection with the Recapitalization,
the Company incurred nonrecurring charges relating to Holding's stock options
granted in previous years to employees and a supplier of the Company. The
aggregate effect of these expenses was $3.1 million for fiscal year 1996.

Under Holding's 1988 Stock Option Plan, certain employees of the
Company received noncompensatory stock options for shares of Holding common
stock. The options expire generally 10 years from the date of grant. No options
were granted or exercised in fiscal years 1994 and 1995. Effective December 13,
1996, Holding amended the 1988 Stock Option Plan to convert the outstanding
options for common stock into options for a total of 22,895 shares of Holding's
junior series preferred stock. As a result of the amendment, which changed the
underlying securities of the options and resulted in a new measurement date,
the Company recorded $2.1 million in compensation expense in 1996.

In 1989, in connection with issuing a senior subordinated secured note
to a supplier, Holding granted the supplier stock options for shares of Holding
common stock which were to expire December 31, 1996. None of these options were
exercised. Effective December 13, 1996, Holding amended the supplier's option
agreement in connection with the Recapitalization to extend the expiration date
of the options three years and to convert the options for common stock into
options for 9,893 shares of Holding's junior series preferred stock. As a
result, the Company recognized $964,000 in expense in 1996.

3. ACQUISITIONS OF BUSINESSES

During fiscal years 1995 and 1996, the Company made the acquisitions
set forth below, each of which has been accounted for as a purchase. The
financial statements include the operating results of each business from the
date of the acquisition. Pro forma results of operations have not been
presented because the effects of these acquisitions were not significant.

Effective July 31, 1996, the Company acquired certain net assets,
consisting primarily of fixed assets and inventories, of Atlantic Steel
Industries, Inc. through its Sivaco/National Wire Group (National Wire) for a
total cost of $17.3 million. Liabilities assumed and acquisition expenses
incurred totaled $2,083,000. The purchase price approximated the preliminary
fair market value of the assets acquired. National Wire is engaged in the
manufacturing and wholesale distribution of wire mesh products.

During October 1996, the Company acquired certain assets and assumed
certain liabilities of two other companies for $3.6 million in cash.

In 1995, the Company purchased certain tangible assets, consisting
primarily of fixed assets and inventories, of Semmerling Fence and Supply, Inc.
and Pioneer Fence and Pipe Supply, Inc. for a total cost of approximately $13.7
million in cash. The excess of the purchase price over the fair values of the
net assets acquired was $4.2 million and is being amortized over 20 years.

4. INVENTORIES

Inventories consist of the following at December 30, 1995 and December
28, 1996:

<TABLE>
<CAPTION>
1995 1996
------- -------
(IN THOUSANDS)
<S> <C> <C>
Raw materials ................ $ 4,263 $ 9,854
Work-in-process .............. 254 312
Finished goods ............... 27,814 31,521
------- -------
$32,331 $41,687
======= =======
</TABLE>

The Company entered into a procurement agreement in 1989 (which was
subsequently amended on December 13, 1996) with a supplier whereby the Company
appointed the supplier as its sole and exclusive agent for import purchases of
the Company's primary raw materials. The agreement requires the Company to
purchase from the supplier a specified

F-10
<PAGE> 100

volume of raw materials annually for a three-year term. At December 28, 1996,
these purchase commitments are approximately $50 million per year. During
fiscal years 1994, 1995 and 1996, the Company purchased 73%, 75% and 63%,
respectively, of its raw material purchases from this supplier.

5. INTANGIBLE ASSETS

Intangible assets at December 30, 1995 and December 28, 1996 are
comprised of the following:

<TABLE>
<CAPTION>
1995 1996
------- -------
(IN THOUSANDS)
<S> <C> <C>
Goodwill ...................................... $ 6,486 $ 6,486
Customer lists and other ...................... 4,195 4,233
------- -------
10,681 10,719
Less accumulated amortization ................. 4,163 4,614
------- -------
Intangible assets at cost less amortization ... $ 6,518 $ 6,105
======= =======
</TABLE>

Total amortization expense for the fiscal years 1994, 1995 and 1996
was $311,000, $476,000 and $451,000, respectively.

6. ACCRUED LIABILITIES

Accrued liabilities at December 30, 1995 and December 28, 1996 consist
of the following:

<TABLE>
<CAPTION>
1995 1996
------- -------
(IN THOUSANDS)
<S> <C> <C>
Accrued compensation ............... $ 2,669 $ 3,533

Accrued insurance .................. 2,071 2,134
Accrued retirement benefits ........ 866 1,611
Other accrued liabilities .......... 2,167 3,127
------- -------
$ 7,773 $10,405
======= =======
</TABLE>

7. LONG-TERM DEBT, INCLUDING CAPITAL LEASE OBLIGATIONS

At December 30, 1995 and December 28, 1996, long-term debt, including
capital lease obligations, consists of:

<TABLE>
<CAPTION>
1995 1996
------- -------
(IN THOUSANDS)
<S> <C> <C>
Revolving credit facility ................................. 27,138 30,058

Term loan facility ........................................ -- 12,000
Senior subordinated secured note payable .................. 5,000 10,000

14% subordinated notes payable to affiliates .............. 8,000 --
13% subordinated note payable to affiliate ................ 6,800 --
Capital lease obligations ................................. 2,547 3,220
------- -------
49,485 55,278
Less current maturities ................................... 970 3,027
------- -------
Long-term debt, including capital lease obligations ....... $48,515 $52,251
======= =======
</TABLE>

On December 13, 1996, in connection with the Recapitalization, the
Company repaid its subordinated notes payable to affiliates and amended its
revolving credit and term loan facilities and senior subordinated secured note
payable.

Revolving Credit Facility and Term Loan Facility (the Credit Facility)
- -- The Company's Credit Facility provides for a revolving credit facility (due
December 1999) not to exceed $60.5 million less the outstanding term loan
facility, with interest payable on both facilities at the bank's base rate plus
1/4% or Eurodollar rate plus 2 3/4% at December 28, 1996 (the bank's base rate
plus 3/4% or LIBOR plus 3 1/4% at December 30, 1995). As of December 28,
1996, the interest rate was 8.5%. A commitment fee of .50% per annum is paid on
the unused portion of the commitments. The term loan facility is due in
installments in varying amounts through December 1999.

F-11
<PAGE> 101

The Credit Facility is secured by all assets and stock of the Company
and guaranteed by Holding. The Credit Facility is to be used for working
capital purposes. Loans under the revolving credit facility plus outstanding
letters of credit are further restricted to a borrowing base formula of 85% of
eligible receivables plus 65% of eligible raw material and 50% of eligible
finished goods inventories. As of December 28, 1996, the formulas yielded a
maximum borrowing base of $47.6 million. At December 30, 1995 and December 28,
1996, outstanding letters of credit (which cannot exceed $5 million) totaled
$527,000 and $750,000, respectively. The term loan facility requires mandatory
monthly payments of $200,000, commencing on February 1, 1997, with the
remaining balance due December 1999. In addition, semiannual mandatory
prepayments in the amount of 25% of the last twelve months' excess cash flow,
as defined, beginning May 1, 1997, are required. The terms of the Credit
Facility contain, among other provisions, requirements for maintenance of
certain minimums for net worth, liquidity, fixed charge coverage, and capital
expenditures and place certain restrictions on dividend payments.

Senior subordinated secured note payable -- The Company has a senior
subordinated secured note payable to a supplier, with interest at prime plus 1%
(9.25% as of December 28, 1996), due December 1999, secured by a second
mortgage on certain real estate (subordinated only to the Credit Facility).

Subordinated notes payable to affiliates -- The Company's 13%
subordinated note and 14% subordinated notes with certain affiliates were
repaid in full in connection with the Recapitalization, including accrued
interest of $425,000. Interest of $2,223,000, $2,871,000, and $8,436,000 was
paid on the subordinated notes payable to affiliates for the fiscal years ended
1994, 1995 and 1996, respectively.

Scheduled maturities of long-term debt, including capital lease
obligations, are as follows (see Note 1 for proposed early repayments):

<TABLE>
<CAPTION>
LONG-TERM CAPITAL
DEBT LEASES
--------- --------
(IN THOUSANDS)
<S> <C> <C>
1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,200 $ 1,053
1998 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,400 972
1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47,458 764
2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 500
2001 and thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 501
-------- --------
52,058 3,790
Less amount representing interest . . . . . . . . . . . . . . . . . . . . . -- 570
-------- --------
Long-term debt and present value of future lease payments . . . . . . . . . $ 52,058 $ 3,220
======== ========
</TABLE>

The Company paid interest of $6,053,000, $7,739,000 and $13,530,000
for the fiscal years ended 1994, 1995 and 1996, respectively.

The Company entered into $1,094,000, $1,282,000 and $1,443,000 in
capital leases during the fiscal year ending 1994, 1995 and 1996, respectively.

F-12
<PAGE> 102

8. OPERATING LEASES

The Company leases warehouse and office space and certain machinery
and equipment under operating leases. Future minimum payments on noncancelable
operating leases are as follows (in thousands):

<TABLE>
<S> <C>
1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,820
1998 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,879
1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,264
2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,028
2001 and thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,015
--------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9,006
========
</TABLE>

Total rental expense for the fiscal years 1994, 1995 and 1996 was
$2,551,000, $3,035,000 and $3,572,000, respectively.

9. EMPLOYEE BENEFIT PLANS

Defined Contribution Plan

The Company has defined-contribution plans that cover eligible
employees of the Company. Company contributions to the plans are based on
employee contributions or compensation. The Company's contributions for the
fiscal years 1994, 1995 and 1996 were $801,000, $900,000 and $1,042,000,
respectively.

Defined Benefit Plans

In connection with the 1996 National Wire acquisition (see Note 3),
the Company assumed the liability for a retirement plan which covers certain
employees under a collective bargaining agreement. Plan benefits are based
primarily on years of service. It is the policy of the Company to fund this
plan currently based upon actuarial determinations, and applicable regulations.

A summary of the components of net periodic pension cost included in
earnings since the date of the acquisition is as follows (in thousands):

<TABLE>
<S> <C>
Service cost ........................................ $ 58
Interest cost on projected benefit obligation ....... 140
Actual return on plan assets ........................ (69)
Net amortization and deferral ....................... 15
----
Net periodic pension cost ......................... $144
====
</TABLE>

The following table presents the funded status of the plan as of
December 28, 1996 (in thousands):

<TABLE>
<CAPTION>
<S> <C>
Actuarial present value of accumulated benefit obligations:
Vested ................................................... $ 1,741
Nonvested ............................................... 76
-------
Total ........................................... $ 1,817
=======
Actuarial present value of projected benefit obligation ... $ 1,817
Plan assets at fair value ................................. 1,178
-------
Projected benefit obligation ............................ $ (639)
=======
Assumptions:
Discount rate ........................................... 7.50%
Expected long-term rate of return on assets ............. 8.50%

</TABLE>

F-13
<PAGE> 103

The Company also contributes to certain multi-employer, defined
benefit plans covering certain employees under other collective bargaining
agreements. Total expenses for these plans were $55,000, $46,000 and $125,000
for fiscal years 1994, 1995 and 1996, respectively.

STOCK OPTIONS

On December 13, 1996, Holding issued noncompensatory options for
17,890 shares of Holding common stock to certain employees of the Company.
These options, exercisable for $1 per share, the fair market value of the
common stock at the date of grant, vest over a four-year period and expire five
years from the date of grant. No such options were granted in 1994 or 1995.
(See Note 2.)

In October 1995, the FASB issued Statement of Financial Accounting
Standards No. 123, Accounting for Stock-Based Compensation (SFAS 123). SFAS
123 establishes alternative methods of accounting and disclosure for employee
stock-based compensation arrangements. The Company has elected to use the
intrinsic value method of accounting as prescribed by Accounting Principles
Board Opinion No. 25, Accounting for Stock Issued to Employees, and related
Interpretations, for Holding's stock options granted to the Company's
employees. This method does not result in the recognition of compensation
expense when employee stock options are granted if the exercise price of the
option equals or exceeds the fair market value of the stock at the date of
grant.

If the accounting provisions of the new Statement had been adopted as
of the beginning of fiscal year 1995, the effect on fiscal year 1995 and 1996
earnings would not have been material. Further, based on current and
anticipated use of stock options by Holding, it is not envisioned that the
impact of the Statement's accounting provisions would be material in any future
period.

10. INCOME TAXES

As of December 31, 1994 and December 30, 1995, the Company had minimum
tax credit carry forwards of $1,274,000 and $1,031,000, respectively, which
were available to reduce future federal regular income taxes. At December 28,
1996, these minimum tax credit carryforwards were fully utilized.

Significant components of the provision for income taxes are as
follows for fiscal years 1994, 1995 and 1996:

<TABLE>
<CAPTION>
1994 1995 1996
------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
Current:
Federal ................................................... $ 1,575 $ 1,904 $ 4,206
State and local ........................................... 218 841 1,109
------- ------- -------
1,793 2,745 5,315
Deferred:
Federal ................................................... 535 1,140 (845)
State and local ........................................... 550 173 (243)
------- ------- -------
1,085 1,313 (1,088)
------- ------- -------
Total ............................................. $ 2,878 $ 4,058 $ 4,227
======= ======= =======
</TABLE>

F-14
<PAGE> 104

Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes.
Significant components of the Company's deferred tax liabilities and assets as
of December 30, 1995 and December 28, 1996 are as follows:

<TABLE>
<CAPTION>
1995 1996
------ ------
(IN THOUSANDS)
<S> <C> <C>
Deferred tax liabilities:
Tax over book depreciation .................................. $4,397 $4,258
Other ....................................................... 555 812
------ ------
Total deferred tax liabilities ................................ 4,952 5,070
Deferred tax assets:
Stock options ............................................... -- 1,186
Minimum tax credit carryforwards ............................ 1,031 --
Inventory valuation ......................................... 432 1,209
Allowance for doubtful accounts ............................. 436 601
Self-insurance accruals ..................................... 297 463
Book over tax amortization .................................. 192 29
Other ....................................................... 166 272
------ ------
Total deferred tax assets ........................... 2,554 3,760
------ ------
Net deferred tax liabilities ........................ $2,398 $1,310
====== ======
</TABLE>

The reconciliation of income tax computed at U.S. federal statutory
tax rates to income tax expense is as follows for fiscal years 1994, 1995 and
1996:

<TABLE>
<CAPTION>
1994 1995 1996
------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
Tax at U.S. statutory rates ........................ $ 3,533 $ 3,537 $ 3,697
State and local income taxes, net of federal
benefit........................................... 507 669 512
Reduction in valuation allowance ................... (1,809) -- --
Other, net ......................................... 647 (148) 18
------- ------- -------
$ 2,878 $ 4,058 $ 4,227
======= ======= =======
</TABLE>

The Company paid income taxes of $165,000, $4,043,000, and $4,938,000
for the fiscal years 1994, 1995 and 1996, respectively.

11. CONTINGENCIES

A former stockholder of Holding has exercised its appraisal rights and
filed a lawsuit against Holding with respect to the value of the common and
preferred stock redeemed in connection with the Recapitalization. Subsequent to
December 28, 1996, Holding paid the stockholder with respect to the value of
the preferred stock for $2.2 million, the original value offered in the
Recapitalization. The Company has recorded a liability to Holding for $3.7
million which is equal to the amount the stockholder would have received for
its common stock if it had not exercised its appraisal rights. Although
management believes the value that the Recapitalization provided to be paid to
holders of Holding common stock was fair to such holders, there can be no
assurance that the court will agree. Any difference resulting from the
settlement of the value of the common stock would be recorded as an adjustment
to the contribution of capital from Holding and would therefore have no effect
on the operating results of the Company.

The Company is involved in a number of legal actions arising in the
ordinary course of business. The Company believes that the various asserted
claims and litigation in which it is involved will not materially affect its
financial position or future operating results, although no assurance can be
given with respect to the ultimate outcome of any such claim or litigation.

F-15
<PAGE> 105

12. QUARTERLY FINANCIAL DATA (UNAUDITED)

<TABLE>
<CAPTION>
1995 (BY FISCAL QUARTER)
-------------------------------------
1 2 3 4
------- ------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Net sales ......................... $49,149 $66,736 $62,306 $55,093
Gross profit ...................... 8,132 11,473 9,787 7,769
Net income ........................ 1,198 2,345 2,002 801
</TABLE>

<TABLE>
<CAPTION>
1996 (BY FISCAL QUARTER)
-----------------------------------------
1 2 3 4
-------- -------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Net sales ......................... $ 51,777 $ 76,426 $ 82,593 $ 72,606
Gross profit ...................... 7,595 13,049 13,430 10,889
Nonrecurring expenses(a) .......... -- -- -- 3,106
Net income (loss) ................. 291 3,393 3,316 (663)
</TABLE>

- ---------
(a) In the fourth quarter, the Company recorded
nonrecurring expenses resulting from the modification of stock options
granted in previous years as part of the Recapitalization of the
Company and Holding (see Note 2).

F-16
<PAGE> 106

MMI PRODUCTS, INC.
BALANCE SHEET
(IN THOUSANDS)
(UNAUDITED )

ASSETS

<TABLE>
<CAPTION>
MARCH 29, 1997
--------------
<S> <C>
Current assets:
Cash and cash equivalents .................................. $ 953
Accounts receivable, net of allowance for doubtful
accounts of $1,718 ...................................... 40,842
Inventories ................................................ 47,365
Prepaid expenses ........................................... 1,347
Deferred income taxes ...................................... 3,618
--------
Total current assets .......................................... 94,125
Property, plant and equipment
Land ....................................................... 4,814
Buildings and improvements ................................. 15,551
Machinery and equipment .................................... 48,085
--------
68,450
Less accumulated depreciation ............. 23,166
--------
45,284
Intangible assets ............................................. 6,03
Deferred charges and other assets ............................. 1,415
--------
Total assets ................................. $146,858
========

LIABILITIES AND STOCKHOLDER'S EQUITY

Current liabilities:
Accounts payable ........................................... $ 35,768
Accrued liabilities ........................................ 9,144
Accrued income taxes ....................................... 696
Due to Holding ............................................. 3,482
Current maturities of long-term debt, including
capital lease obligations ................................ 3,306
--------
Total current liabilities ...................... 52,396
Long-term debt, including capital lease obligations ........... 59,528
Deferred income taxes ......................................... 5,111
Other long-term liabilities ................................... 362

Commitments and contingencies

Stockholder's equity:
Common stock, $1 par value; 500,000 shares
authorized; 252,000 shares issued and outstanding ....... 252
Additional paid-in capital ................................. 14,695
Retained earnings .......................................... 14,514
--------
Total stockholder's equity .......................... 29,461
--------
Total liabilities and stockholder's equity .................... $146,858
========
</TABLE>

See accompanying notes.

F-17
<PAGE> 107

MMI PRODUCTS, INC.
STATEMENTS OF INCOME
(IN THOUSANDS)
(UNAUDITED)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
--------------------
MARCH 29, MARCH 30,
1997 1996
-------- --------
<S> <C> <C>
Net sales ...................................... $ 69,587 $ 51,777
Cost of sales .................................. 60,426 44,182
-------- --------
Gross profit ................................... 9,161 7,595
Selling, general and administrative expenses ... 6,315 5,368
Other income, net .............................. (42) (34)
-------- --------
Income before interest and income taxes ........ 2,888 2,261
Interest expenses .............................. 1,502 1,774
-------- --------
Income before income taxes ..................... 1,386 487
Provision for income taxes ..................... 554 196
-------- --------
Net income ..................................... $ 832 $ 291
======== ========
</TABLE>

See accompanying notes.

F-18
<PAGE> 108

MMI PRODUCTS, INC.
STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
---------------------
MARCH 29, MARCH 30,
1997 1996
-------- ---------
<S> <C> <C>
OPERATING ACTIVITIES
Net income .............................................. $ 832 $ 291
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation and amortization ........................ 1,306 937
Other ................................................ 281 206
Changes in operating assets and liabilities:
Increase in accounts receivable ...................... (5,211) (3,054)
Increase in inventories .............................. (5,678) (6,853)
Increase in accounts payable and
accrued liabilities ............................... 5,755 8,739
Decrease in deferred interest payable - affiliates ... - (1,111)
Decrease in due to Holding ........................... (2,328) -
Other ................................................ (173) 774
-------- --------
Cash used in operating activities ....................... (5,216) (71)

INVESTING ACTIVITIES
Purchase of property, plant and equipment ............... (1,158) (268)
Other ................................................... 9 18
-------- --------
Cash used in investing activities ....................... (1,149) (250)

FINANCING ACTIVITIES
Proceeds from long-term debt ............................ 25,772 15,865
Payments on long-term debt, including capital
lease obligations .................................... (18,688) (17,495)
-------- --------
Cash provided by (used in) financing activities ......... 7,084 (1,630)
-------- --------
Increase (decrease) in cash and
cash equivalents ..................................... $ 719 $ (1,951)
======== ========
</TABLE>

See accompanying notes.

F-19
<PAGE> 109

MMI PRODUCTS, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)

1. BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three month period
ended March 29, 1997 are not necessarily indicative of the results that may be
expected for the fiscal year ended January 3, 1998. For further information,
refer to the audited financial statements and notes thereto included elsewhere
in this Prospectus.

2. INVENTORIES

Inventories consist of the following at March 29, 1997:

<TABLE>
<CAPTION>
1997
-------
(In Thousands)
<S> <C>
Raw materials ............................... $ 8,642
Work-in-process ............................. 307
Finished goods .............................. 38,416
-------
$47,365
-------
</TABLE>

3. SUBSEQUENT EVENTS

On April 16, 1997, MMI Products, Inc. (the Company) issued $120 million of
senior subordinated notes due 2007. The net proceeds of $116.1 million, after
estimated fees and expenses, were used (i) to distribute $57 million to
Merchants Metals Holding Company (Holding), the sole owner of the Company's
common stock, to permit the redemption of certain of Holding's equity
interests, (ii) to repay the entire $10 million principal amount, plus accrued
but unpaid interest, on a senior subordinated secured note payable, (iii) to
repay the Company's remaining indebtedness under a term loan facility of $11.4
million and (iv) to reduce the Company's indebtedness under its revolving
credit facility.

On April 15, 1997, the Company's revolving credit facility of $48.5 million was
amended to extend it through December 2001 with interest payable at the bank's
base rate plus 1/4% or Eurodollar rate plus 2%. The terms of the revolving
credit facility contain, among other provisions, requirements for maintenance
of certain minimums for liquidity and capital expenditures and place certain
restrictions on dividend payments.

4. CONTINGENCIES

A former stockholder of Holding has exercised its appraisal rights and filed a
lawsuit against Holding with respect to the value of the common and preferred
stock redeemed in connection with a recapitalization transaction (the
Recapitalization) which occurred on December 13, 1996. In January 1997,
Holding paid the stockholder $2.2 million with respect to the value of the
preferred stock, the original value offered in the Recapitalization. The
Company has recorded a liability to Holding for $3.7 million which is equal to
the amount the stockholder would have received for its common stock if it had
not exercised its appraisal rights. Although management believes the value
that the Recapitalization provided to be paid to holders of Holding common
stock was fair to such holders, there can be no assurance that the court will
agree. Any difference resulting from the settlement of the value of the common
stock would be recorded as an adjustment to the

F-20
<PAGE> 110

contribution of capital from Holding and would therefore have no effect on the
operating results of the Company.

The Company is involved in a number of legal actions arising in the ordinary
course of business. The Company believes that the various asserted claims and
litigation in which it is involved will not materially affect its financial
position or future operating results, although no assurance can be given with
respect to the ultimate outcome of any such claim or litigation.

F-21
<PAGE> 111
===============================================================================

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR THE INITIAL PURCHASER. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITY OTHER THAN
THE EXCHANGE NOTES OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE EXCHANGE NOTES TO ANYONE OR BY
ANYONE IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT WOULD BE
UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
AN IMPLICATION THAT THERE HAS NOT BEEN A CHANGE IN THE INFORMATION SET FORTH IN
THIS PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.

_______________

TABLE OF CONTENTS
_______________

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Management's Discussion and Analysis Of
Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . 21
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Security Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Certain Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
The Exchange Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Description of Exchange Notes . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Certain United States Federal Income Tax
Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
Description of Credit Facility . . . . . . . . . . . . . . . . . . . . . . . . . 80
Description of Equity Interests . . . . . . . . . . . . . . . . . . . . . . . . . 80
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
Index to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . F-1
</TABLE>

UNTIL ,1997 (90 DAYS AFTER THE COMMENCEMENT OF THE EXCHANGE
OFFER), ALL DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES,
WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS DELIVERY REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF
DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO
THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
===============================================================================

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

MMI PRODUCTS, INC.

OFFER TO EXCHANGE
ITS 11 1/4% SENIOR SUBORDINATED
NOTES DUE 2007 (SERIES B)
FOR ANY AND ALL OF ITS OUTSTANDING
11 1/4% SENIOR SUBORDINATED NOTES
DUE 2007 (SERIES A)

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

PROSPECTUS

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

, 1997
-------------

===============================================================================
<PAGE> 112
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company is incorporated under the laws of the State of Delaware.
Section 145 of the Delaware General Corporation Law (the "DGCL"), inter alia,
("Section 145") provides that a Delaware corporation may indemnify any persons
who were, are or are threatened to be made, parties to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
such corporation), by reason of the fact that such person is or was an officer,
director, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, provided such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the corporation's best interests
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe that his conduct was illegal.

A Delaware corporation may indemnify any persons who are, were or are
threatened to be made, a party to any threatened, pending or completed action
or suit by or in the right of the corporation by reason of the fact that such
person was a director, officer, employee or agent of such corporation, or is or
was serving at the request of such corporation as a director, officer, employee
or agent of another corporation or enterprise. The indemnity may include
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection with the defense or settlement of such action or suit,
provided such person acted in good faith and in a manner he reasonably believed
to be in or not opposed to the corporation's best interests, provided that no
indemnification is permitted without judicial approval if the officer,
director, employee or agent is adjudged to be liable to the corporation. Where
an officer, director, employee or agent is successful on the merits or
otherwise in the defense of any action referred to above, the corporation must
indemnify him against the expenses which such officer or director has actually
and reasonably incurred.

Article VIII of the Company's Restated Certificate of Incorporation
(the "Restated Certificate") provides for the indemnification of directors,
officers, employees and agents of the Company to the fullest extent permitted
by the DGCL, as it currently exists or may hereafter be amended. In addition,
the Restated Certificate provides that to the fullest extent permitted by the
DGCL, as it currently exists or may hereafter be amended, no director of the
Company will be liable to the Company or its stockholders for monetary damages
arising from a breach of fiduciary duty owed to the Company.

The foregoing statements are subject to the detailed provisions of
Section 145 of the DGCL and the Restated Certificate.

II-1
<PAGE> 113
\ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(A) EXHIBITS.

3.1 Restated Certificate of Incorporation of MMI Products, Inc.
3.2 Amended and Restated By-laws of MMI Products, Inc.
4.1 Indenture dated as of April 16, 1997 between MMI Products,
Inc. and U.S. Trust Company of Texas, N.A.
4.2 Registration Rights Agreement dated as of April 16, 1997 among
MMI Products, Inc. and Bear, Stearns & Co. Inc.
5.1 Opinion and consent of Baker & Botts, L.L.P.*
10.1 Amended and Restated Loan and Security Agreement dated as of
December 13, 1996 among MMI Products, Inc., Fleet Capital
Corporation, as a lender and collateral agent, and
Transamerica Business Credit Corporation, as amended.*
10.2 Stockholders Agreement dated as of December 13, 1996 by and
among Merchant Metals Holding Company and certain of its
stockholders.
10.3 Employment Agreement dated as of December 31, 1994 by and
among MMI Products, Inc. and Julius S. Burns, as amended.
10.4 MMI Products, Inc. Pension Plan, as amended.
10.5 Amended and Restated Put Agreement dated as of June 11, 1997,
between Merchants Metals Holding Company and Julius S. Burns.
10.6 Procurement Agreement dated as of December 13, 1996 between
MMI Products, Inc. and Mannesmann Pipe & Steel Corporation, as
amended.
10.7 The Merchants Metals Holding Company 1988 Stock Option Plan
dated as of December 12, 1988, as amended.
10.8 The MMI Products, Inc. 401(k) Savings Plan, as amended.
10.9 Non-Competition Agreement dated as of December 31, 1994
between MMI Products, Inc. and Julius S. Burns.
10.10 Indemnification Agreement dated as of April 16, 1997 between
MMI Products, Inc. and Julius S. Burns.
10.11 Indemnification Agreement dated as of April 16, 1997 between
MMI Products, Inc. and Carl L. Blonkvist.
10.12 Indemnification Agreement dated as of April 16, 1997 between
MMI Products, Inc. and Thomas. F. McWilliams.
10.13 Indemnification Agreement dated as of April 16, 1997 between
MMI Products, Inc. and James M. McCall.
10.14 Indemnification Agreement dated as of April 16, 1997 between
MMI Products, Inc. and Davy J. Wilkes.
10.15 Indemnification Agreement dated as of April 16, 1997 between
MMI Products, Inc. and Robert N. Tenczar.
10.16 Purchase Agreement dated as of April 11, 1997 among MMI
Products, Inc. and Bear, Stearns & Co. Inc.
10.17 Limited Liability Company Agreement of MMI Products, L.L.C.
10.18 Amended and Restated Repurchase Agreement dated as of June 12,
1997 between Merchants Metals Holding Company and Julius S.
Burns.
10.19 Amended and Restated Repurchase Agreement dated as of June 12,
1997 between Merchants Metals Holding Company and Robert N.
Tenczar.
10.20 Amended and Restated Repurchase Agreement dated as of June 12,
1997 between Merchants Metals Holding Company and James M.
McCall.
10.21 Amended and Restated Repurchase Agreement dated as of June 12,
1997 between Merchants Metals Holding Company and Davy J.
Wilkes.
10.22 Amended and Restated Repurchase Agreement dated as of June 12,
1997 between Merchants Metals Holding Company and William T.
Stewart.
10.23 Amended and Restated Repurchase Agreement dated as of June 12,
1997 between Merchants Metals Holding Company and Michael W.
Babcock.

II-2
<PAGE> 114
10.24 Amended and Restated Repurchase Agreement dated as of June 12,
1997 between Merchants Metals Holding Company and Michael
Weaver.

12.1 Statement of Computation of Ratios of Earnings to Fixed
Charges.
21.1 Subsidiaries of MMI Products, Inc.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Baker & Botts, L.L.P. (included in Exhibit 5.1).
24.1 Powers of Attorney (included in signature page).
25.1 Statement of Eligibility of Trustee on Form T-1.
27.1 Financial Data Schedule.
99.1 Form of Letter of Transmittal.
99.2 Form of Notice of Guaranteed Delivery.
99.3 Form of Tender Instructions.

- ------------
*To be filed by amendment.

(B) FINANCIAL STATEMENT SCHEDULES.

Schedule No. Description
------------ -----------
Schedule II Valuation and Qualifying Accounts

All other Schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are inapplicable and
therefore have been omitted.

II-3
<PAGE> 115
ITEM 22. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1) To respond to requests for information that is
incorporated by reference into the prospectus pursuant to Item 4,
10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class
mail or other equally prompt means. This includes information
contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.

(2) To supply by means of a post-effective amendment all
information concerning a transaction, and the company being acquired
involved therein, that was not the subject of and included in the
registration statement when it became effective.

(3) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 (the "Securities Act") may be
permitted to directors, officers and controlling persons of the
registrant pursuant to the provision described under Item 20 or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

II-4
<PAGE> 116
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on June 13, 1997.

MMI PRODUCTS, INC.

By: /s/ Julius S. Burns
---------------------------------------
Julius S. Burns
President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Julius S. Burns and Robert N. Tenczar,
and each individually, any one of whom may act without the joinder of the
others, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
MMI Products, Inc.), to sign any or all amendments (including post-effective
amendments) to this registration statement, and to file this same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney have been signed by the following
persons on June 13, 1997 in the capacities indicated:

<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<S> <C>
/s/ Julius S. Burns President and Chief Executive Officer, Director
- -------------------------------------------- (principal executive officer)
Julius S. Burns

/s/ Robert N. Tenczar Vice President, Chief Financial Officer
- -------------------------------------------- (principal financial officer and accounting officer)
Robert N. Tenczar

/s/ Thomas F. McWilliams Director
- --------------------------------------------
Thomas F. McWilliams

/s/ Carl. L. Blonkvist Director
- --------------------------------------------
Carl L. Blonkvist
</TABLE>
<PAGE> 117
REPORT OF INDEPENDENT AUDITORS
ON FINANCIAL STATEMENT SCHEDULE

We have audited the financial statements of MMI Products, Inc. as of
December 28, 1996 and December 30, 1995, and for each of the three fiscal years
in the period ended December 28, 1996, and have issued our report thereon dated
March 10, 1997 (included elsewhere in this Registration Statement). Our audits
also included the financial statement schedule listed in Item 21(B) of this
Registration Statement. This schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion based on our audits.

In our opinion, the financial statement schedule referred to above,
when considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.

Ernst & Young LLP

Houston, Texas
March 10, 1997

S-1
<PAGE> 118
SCHEDULE II

MMI PRODUCTS, INC.
VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
Balance at Charged to Balance at
Beginning Costs and Deductions End of
of Period Expenses Describe Period
----------- -------- ------------ -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Fiscal Year Ended December 28, 1996:
Allowance for Doubtful Accounts $1,314 $ 879 $ (492)(1) $1,701
Reserve for damaged and slow-moving
inventory 417 1,558 (142)(2) 1,833

Fiscal Year Ended December 30, 1995:
Allowance for Doubtful Accounts $1,546 $ 448 $ (680)(1) $1,314
Reserve for damaged and slow-moving
inventory 123 623 (329)(2) 417

Fiscal Year Ended December 31, 1994:
Allowance for Doubtful Accounts $1,213 $ 725 $ (392)(1) $1,546
Reserve for damaged and slow-moving
inventory 50 76 (3)(2) 123
</TABLE>

________________________
(1) Uncollectible accounts written off, net of recoveries.
(2) Write off of inventory.

S-2
<PAGE> 119
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<S> <C>
3.1 Restated Certificate of Incorporation of MMI Products, Inc.
3.2 Amended and Restated By-laws of MMI Products, Inc.
4.1 Indenture dated as of April 16, 1997 between MMI Products, Inc. and U.S. Trust Company of Texas, N.A.
4.2 Registration Rights Agreement dated as of April 16, 1997 among MMI Products, Inc. and Bear, Stearns &
Co. Inc.
5.1 Opinion and consent of Baker & Botts, L.L.P.*
10.1 Amended and Restated Loan and Security Agreement dated as of December 13, 1996 among MMI Products,
Inc., Fleet Capital Corporation, as a lender and collateral agent, and Transamerica Business Credit
Corporation, as amended.*
10.2 Stockholders Agreement dated as of December 13, 1996 by and among Merchant Metals Holding Company and
certain of its stockholders.
10.3 Employment Agreement dated as of December 31, 1994 by and among MMI Products, Inc. and Julius S. Burns,
as amended.
10.4 MMI Products, Inc. Pension Plan, as amended.
10.5 Amended and Restated Put Agreement dated as of June 11, 1997, between Merchants Metals Holding Company
and Julius S. Burns.
10.6 Procurement Agreement dated as of December 13, 1996 between MMI Products, Inc. and Mannesmann Pipe &
Steel Corporation, as amended.
10.7 The Merchants Metals Holding Company 1988 Stock Option Plan dated as of December 12, 1988, as amended.
10.8 The MMI Products, Inc. 401(k) Savings Plan, as amended.
10.9 Non-Competition Agreement dated as of December 31, 1994 between MMI Products, Inc. and Julius S. Burns.
10.10 Indemnification Agreement dated as of April 16, 1997 between MMI Products, Inc. and Julius S. Burns.
10.11 Indemnification Agreement dated as of April 16, 1997 between MMI Products, Inc. and Carl L. Blonkvist.
10.12 Indemnification Agreement dated as of April 16, 1997 between MMI Products, Inc. and Thomas. F.
McWilliams.
10.13 Indemnification Agreement dated as of April 16, 1997 between MMI Products, Inc. and James M. McCall.
10.14 Indemnification Agreement dated as of April 16, 1997 between MMI Products, Inc. and Davy J. Wilkes.
10.15 Indemnification Agreement dated as of April 16, 1997 between MMI Products, Inc. and Robert N. Tenczar.
10.16 Purchase Agreement dated as of April 11, 1997 among MMI Products, Inc. and Bear, Stearns & Co. Inc.
10.17 Limited Liability Company Agreement of MMI Products, L.L.C.
10.18 Amended and Restated Repurchase Agreement dated as of June 12, 1997 between Merchants Metals Holding
Company and Julius S. Burns.
10.19 Amended and Restated Repurchase Agreement dated as of June 12, 1997 between Merchants Metals Holding
Company and Robert N. Tenczar.
10.20 Amended and Restated Repurchase Agreement dated as of June 12, 1997 between Merchants Metals Holding
Company and James M. McCall.
10.21 Amended and Restated Repurchase Agreement dated as of June 12, 1997 between Merchants Metals Holding
Company and Davy J. Wilkes.
10.22 Amended and Restated Repurchase Agreement dated as of June 12, 1997 between Merchants Metals Holding
Company and William T. Stewart.
</TABLE>
<PAGE> 120
<TABLE>
<S> <C>
10.23 Amended and Restated Repurchase Agreement dated as of June 12, 1997 between Merchants Metals Holding
Company and Michael W. Babcock.
10.24 Amended and Restated Repurchase Agreement dated as of June 12, 1997 between Merchants Metals Holding
Company and Michael Weaver.
12.1 Statement of Computation of Ratios of Earnings to Fixed Charges.
21.1 Subsidiaries of MMI Products, Inc.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Baker & Botts, L.L.P. (included in Exhibit 5.1).
24.1 Powers of Attorney (included in signature page).
25.1 Statement of Eligibility of Trustee on Form T-1.
27.1 Financial Data Schedule.
99.1 Form of Letter of Transmittal.
99.2 Form of Notice of Guaranteed Delivery.
99.3 Form of Tender Instructions.
</TABLE>

- ---------------
*To be filed by amendment.

<PAGE> 1
EXHIBIT 3.1

RESTATED CERTIFICATE OF INCORPORATION
OF
MMI PRODUCTS, INC.

MMI Products, Inc. (the "Corporation"), a corporation
organized and existing under the laws of the State of Delaware, hereby
certifies as follows:

FIRST: The current name of the Corporation is MMI Products,
Inc. The name under which the Corporation was originally incorporated was
Gibralter Fence Company. The original Certificate of Incorporation of the
Corporation (as amended, the "Certificate of Incorporation") was filed with the
Secretary of State of the State of Delaware on May 9, 1969.

SECOND: This Restated Certificate of Incorporation has been
duly adopted by the Board of Directors of the Corporation pursuant to Section
245 of the General Corporation Law of the State of Delaware. This Restated
Certificate of Incorporation restates and integrates the provisions of the
Corporation's Certificate of Incorporation as heretofore amended or
supplemented without further amending such provisions. There are no
discrepancies between the provisions of the Corporation's Certificate of
Incorporation as heretofore amended or supplemented and the provisions of this
Restated Certificate of Incorporation.

THIRD: The Certificate of Incorporation is hereby superseded
by this Restated Certificate of Incorporation, which shall henceforth be the
Certificate of Incorporation of the Corporation.

FOURTH: The text of the Corporation's Certificate of
Incorporation as heretofore amended or supplemented is hereby restated to read
in its entirety as follows:

ARTICLE I

The name of the Corporation is MMI Products, Inc.

ARTICLE II

The registered office of the Corporation in the State of
Delaware is located at Corporation Trust Centre, 1209 Orange Street in the City
of Wilmington, County of New Castle. The name of the registered agent of the
Corporation at such address is The Corporation Trust Company.

<PAGE> 2
ARTICLE III

The purpose for which the Corporation is organized is to
engage in any and all lawful acts and activity for which corporations may be
organized under the General Corporation Law of Delaware. The Corporation will
have perpetual existence.

ARTICLE IV

The total number of shares of stock that the Corporation has
authority to issue is Five Hundred Thousand (500,000) shares of Common Stock,
with a par value of One Dollar ($1.00) per share.

ARTICLE V

Cumulative voting for the election of directors of the
Corporation is prohibited. Directors of the Corporation need not be elected by
written ballot unless the by-laws of the Corporation otherwise provide. The
number of directors of the Corporation shall be fixed from time to time by or
pursuant to the by-laws of the Corporation.

ARTICLE VI

The directors of the Corporation shall have the power to
adopt, amend, and repeal the by-laws of the Corporation.

ARTICLE VII

Meetings of stockholders may be held within or without the
State of Delaware, as the by-laws may provide. The books of the Corporation
may be kept outside the State of Delaware at such place or places as may be
designated from time to time by the Board of Directors or in the by-laws of the
Corporation.

ARTICLE VIII

The Corporation shall indemnify all officers and directors of
the Corporation to the fullest extent permitted by the Delaware General
Corporation Law, as amended from time to time. To the fullest extent permitted
by the Delaware General Corporation Law as it now exists or may hereafter be
amended, no director of the Corporation shall be liable to the Corporation or
its stockholders for monetary damages arising from a breach of fiduciary duty
owed to the Corporation.

The Corporation may additionally indemnify any employee or
agent of the Corporation to the fullest extent permitted by law.

-2-
<PAGE> 3
ARTICLE IX

The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation in the
manner now or hereafter prescribed herein and by the laws of the State of
Delaware, and all rights conferred upon stockholders herein are granted subject
to this reservation.

ARTICLE X

Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers
appointed for the Corporation under the provisions of Section 279 of Title 8 of
the Delaware Code, order a meeting of the creditors or class of creditors
and/or of the stockholders or class of stockholders of the Corporation, as the
case may be, to be summoned in such a manner as the said court directs. If a
majority in number representing three-fourths in value of the creditors or
class of creditors and/or of the stockholders or class of stockholders of the
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of the Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of the Corporation, as the case may be,
and also on the Corporation.

-3-
<PAGE> 4
IN WITNESS WHEREOF, MMI Products, Inc. has caused this
Restated Certificate of Incorporation to be executed by the undersigned, this
9th day of June, 1997.

MMI PRODUCTS, INC.

By: /s/ ROBERT N. TENCZAR
-----------------------------------
Robert N. Tenczar, Vice President

<PAGE> 1
EXHIBIT 3.2

AMENDED AND RESTATED

BY-LAWS OF

MMI PRODUCTS, INC.

A Delaware corporation
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE I: OFFICES
1.1 Registered Office and Agent . . . . . . . . . . . . . . . . . 1
1.2 Other Offices . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II: MEETINGS OF STOCKHOLDERS
2.1 Annual Meeting . . . . . . . . . . . . . . . . . . . . . . . . 1
2.2 Special Meeting . . . . . . . . . . . . . . . . . . . . . . . 1
2.3 Place of Meetings . . . . . . . . . . . . . . . . . . . . . . 2
2.4 Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.5 Voting List . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.6 Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.7 Required Vote; Withdrawal of Quorum . . . . . . . . . . . . . 2
2.8 Method of Voting; Proxies . . . . . . . . . . . . . . . . . . 3
2.9 Record Date . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.10 Conduct of Meeting . . . . . . . . . . . . . . . . . . . . . . 4
2.11 Inspectors . . . . . . . . . . . . . . . . . . . . . . . . . . 4

ARTICLE III: DIRECTORS
3.1 Management . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.2 Number; Qualification; Election; Term . . . . . . . . . . . . 4
3.3 Change in Number . . . . . . . . . . . . . . . . . . . . . . . 5
3.4 Removal . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.5 Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.6 Meetings of Directors . . . . . . . . . . . . . . . . . . . . 5
3.7 First Meeting . . . . . . . . . . . . . . . . . . . . . . . . 5
3.8 Election of Officers . . . . . . . . . . . . . . . . . . . . . 6
3.9 Regular Meetings . . . . . . . . . . . . . . . . . . . . . . . 6
3.10 Special Meetings . . . . . . . . . . . . . . . . . . . . . . . 6
3.11 Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.12 Quorum; Majority Vote . . . . . . . . . . . . . . . . . . . . 6
3.13 Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.14 Presumption of Assent . . . . . . . . . . . . . . . . . . . . 6
3.15 Compensation . . . . . . . . . . . . . . . . . . . . . . . . . 7

ARTICLE IV: COMMITTEES
4.1 Designation . . . . . . . . . . . . . . . . . . . . . . . . . 7
4.2 Number; Qualification; Term . . . . . . . . . . . . . . . . . 7
4.3 Authority . . . . . . . . . . . . . . . . . . . . . . . . . . 7
</TABLE>

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<TABLE>
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4.4 Committee Changes; Removal . . . . . . . . . . . . . . . . . . 7
4.5 Alternate Members of Committees . . . . . . . . . . . . . . . 7
4.6 Regular Meetings . . . . . . . . . . . . . . . . . . . . . . . 7
4.7 Special Meetings . . . . . . . . . . . . . . . . . . . . . . . 8
4.8 Quorum; Majority Vote . . . . . . . . . . . . . . . . . . . . 8
4.9 Minutes . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
4.10 Compensation . . . . . . . . . . . . . . . . . . . . . . . . . 8
4.11 Responsibility . . . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE V: NOTICE
5.1 Method . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
5.2 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE VI: OFFICERS
6.1 Number; Titles; Term of Office . . . . . . . . . . . . . . . . 9
6.2 Removal . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
6.3 Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . 9
6.4 Authority . . . . . . . . . . . . . . . . . . . . . . . . . . 9
6.5 Compensation . . . . . . . . . . . . . . . . . . . . . . . . . 9
6.6 Chairman of the Board . . . . . . . . . . . . . . . . . . . . 9
6.7 President . . . . . . . . . . . . . . . . . . . . . . . . . . 9
6.8 Vice Presidents . . . . . . . . . . . . . . . . . . . . . . 10
6.9 Treasurer . . . . . . . . . . . . . . . . . . . . . . . . . 10
6.10 Assistant Treasurers . . . . . . . . . . . . . . . . . . . . 10
6.11 Secretary . . . . . . . . . . . . . . . . . . . . . . . . . 10
6.12 Assistant Secretaries . . . . . . . . . . . . . . . . . . . 11
6.13 Divisional Organization and Officers . . . . . . . . . . . . 11

ARTICLE VII: CERTIFICATES AND STOCKHOLDERS
7.1 Certificates for Shares . . . . . . . . . . . . . . . . . . 11
7.2 Replacement of Lost or Destroyed Certificates . . . . . . . 11
7.3 Transfer of Shares . . . . . . . . . . . . . . . . . . . . . 12
7.4 Registered Stockholders . . . . . . . . . . . . . . . . . . 12
7.5 Regulations . . . . . . . . . . . . . . . . . . . . . . . . 12
7.6 Legends . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE VIII: MISCELLANEOUS PROVISIONS
8.1 Dividends . . . . . . . . . . . . . . . . . . . . . . . . . 12
8.2 Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . 12
8.3 Books and Records . . . . . . . . . . . . . . . . . . . . . 13
</TABLE>

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<TABLE>
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8.4 Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . 13
8.5 Seal . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
8.6 Resignations . . . . . . . . . . . . . . . . . . . . . . . . 13
8.7 Securities of Other Corporations . . . . . . . . . . . . . . 13
8.8 Telephone Meetings . . . . . . . . . . . . . . . . . . . . . 13
8.9 Action Without a Meeting . . . . . . . . . . . . . . . . . . 13
8.10 Invalid Provisions . . . . . . . . . . . . . . . . . . . . . 14
8.11 Mortgages, etc. . . . . . . . . . . . . . . . . . . . . . . 14
8.12 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . 14
8.13 References . . . . . . . . . . . . . . . . . . . . . . . . . 14
8.14 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . 14
</TABLE>

(iii)
<PAGE> 5
AMENDED AND RESTATED
BY-LAWS OF
MMI PRODUCTS, INC.

A Delaware Corporation

PREAMBLE

These by-laws are subject to, and governed by, the General Corporation
Law of the State of Delaware and the certificate of incorporation of MMI
Products, Inc., a Delaware corporation (the "Corporation"). In the event of a
direct conflict between the provisions of these by-laws and the mandatory
provisions of the General Corporation Law of Delaware or the provisions of the
certificate of incorporation of the Corporation, such provisions of the General
Corporation Law of Delaware or the certificate of incorporation of the
Corporation, as the case may be, will be controlling.

ARTICLE ONE: OFFICES

1.1 Registered Office and Agent. The registered office and
registered agent of the Corporation shall be as designated from time to time by
the appropriate filing by the Corporation in the office of the Secretary of
State of the State of Delaware.

1.2 Other Offices. The Corporation may also have offices at such
other places, both within and without the State of Delaware, as the board of
directors may from time to time determine or as the business of the Corporation
may require.

ARTICLE TWO: MEETINGS OF STOCKHOLDERS

2.1 Annual Meeting. An annual meeting of stockholders of the
Corporation shall be held each calendar year on such date and at such time as
shall be designated from time to time by the board of directors and stated in
the notice of the meeting or in a duly executed waiver of notice of such
meeting. At such meeting, the stockholders shall elect directors and transact
such other business as may properly be brought before the meeting.

2.2 Special Meeting. A special meeting of the stockholders may be
called at any time by the President, the board of directors, or the holders of
not less than 25% of all shares entitled to vote at such meeting or as
otherwise provided by the certificate of incorporation. A special meeting shall
be held on such date and at such time as shall be designated by the person(s)
calling the meeting and stated in the notice of the meeting or in a duly
executed waiver of notice of such meeting. Only such business shall be
transacted at a special meeting as may be stated or indicated in the notice of
such meeting or in a duly executed waiver of notice of such meeting.

<PAGE> 6
2.3 Place of Meetings. An annual meeting of stockholders may be
held at any place within or without the State of Delaware designated by the
board of directors. A special meeting of stockholders may be held at any place
within or without the State of Delaware designated in the notice of the meeting
or a duly executed waiver of notice of such meeting. Meetings of stockholders
shall be held at the principal office of the Corporation unless another place
is designated for meetings in the manner provided herein.

2.4 Notice. Written or printed notice stating the place, day, and
time of each meeting of the stockholders and, in case of a special meeting, the
purpose or purposes for which the meeting is called shall be delivered not less
than ten nor more than 60 days before the date of the meeting, either
personally or by mail, by or at the direction of the President, the Secretary,
or the officer or person(s) calling the meeting, to each stockholder of record
entitled to vote at such meeting.

2.5 Voting List. At least ten days before each meeting of
stockholders, the Secretary or other officer of the Corporation who has charge
of the Corporation's stock ledger, either directly or through another officer
appointed by such officer or through a transfer agent appointed by the board of
directors, shall prepare a complete list of stockholders entitled to vote at
such meeting, arranged in alphabetical order and showing the address of each
stockholder and number of shares registered in the name of each stockholder.
For a period of ten days prior to such meeting, such list shall be kept on file
at a place within the city where the meeting is to be held, which place shall
be specified in the notice of meeting or a duly executed waiver of notice of
such meeting or, if not so specified, at the place where the meeting is to be
held and shall be open to examination by any stockholder during ordinary
business hours. Such list shall be produced at such meeting and kept at the
meeting at all times during such meeting and may be inspected by any
stockholder who is present.

2.6 Quorum. The holders of a majority of the outstanding voting
power of shares entitled to vote on a matter, present in person or by proxy,
shall constitute a quorum at any meeting of stockholders, except as otherwise
provided by law, the certificate of incorporation, or these by-laws. If a
quorum shall not be present, in person or by proxy, at any meeting of
stockholders, the stockholders entitled to vote at such meeting who are
present, in person or by proxy, or, if no stockholder entitled to vote is
present, any officer of the Corporation may adjourn the meeting from time to
time, without notice other than announcement at the meeting (unless the board
of directors, after such adjournment, fixes a new record date for the adjourned
meeting), until a quorum shall be present, in person or by proxy. At any
adjourned meeting at which a quorum shall be present, in person or by proxy,
any business may be transacted which may have been transacted at the original
meeting had a quorum been present; provided that, if the adjournment is for
more than 30 days or if after the adjournment a new record date is fixed for
the adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the adjourned meeting.

2.7 Required Vote; Withdrawal of Quorum. When a quorum is present
at any meeting, the vote of the holders of at least a majority of the voting
power of the outstanding shares entitled to vote who are present, in person or
by proxy, shall decide any question brought before such

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<PAGE> 7
meeting, unless the question is one on which, by express provision of statute,
the certificate of incorporation, or these by-laws, a different vote is
required, in which case such express provision shall govern and control the
decision of such question. The stockholders present at a duly constituted
meeting may continue to transact business until adjournment, notwithstanding
the withdrawal of enough stockholders to leave less than a quorum.

2.8 Method of Voting; Proxies. Except as otherwise provided in the
certificate of incorporation or by law, each outstanding share, regardless of
class, shall be entitled to one vote on each matter submitted to a vote at a
meeting of stockholders. Elections of directors need not be by written ballot.
At any meeting of stockholders, every stockholder having the right to vote may
vote either in person or by a proxy executed in writing by the stockholder or
by his duly authorized attorney-in-fact. Each such proxy shall be filed with
the Secretary of the Corporation before or at the time of the meeting. No proxy
shall be valid after three years from the date of its execution, unless
otherwise provided in the proxy. If no date is stated on a proxy, such proxy
shall be presumed to have been executed on the date of the meeting at which it
is to be voted. Each proxy shall be revocable unless expressly provided therein
to be irrevocable and coupled with an interest sufficient in law to support an
irrevocable power or unless otherwise made irrevocable by law.

2.9 Record Date. For the purpose of determining stockholders
entitled to notice of or to vote at any meeting of stockholders, or any
adjournment thereof, or to express consent to any corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion, or exchange of stock or for the purpose of
any other lawful action, the board of directors may fix in advance a date for
any such determination of stockholders, such date in any case to be not more
than 60 days and not less than ten days prior to such meeting nor more than 60
days prior to any other action. If no record date is fixed:

(a) The record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is
given or, if notice is waived, at the close of business on the day
next preceding the day on which the meeting is held.

(b) The record date for determining stockholders entitled
to express consent to corporate action in writing without a meeting,
when no prior action by the board of directors is necessary, shall be
the day on which the first written consent is expressed.

(c) The record date for determining stockholders for any
other purpose shall be at the close of business on the day on which
the board of directors adopts the resolution relating thereto.

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<PAGE> 8
(d) A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the board of
directors may fix a new record date for the adjourned meeting.

2.10 Conduct of Meeting. The President shall preside at all
meetings of stockholders. The Secretary shall keep the records of each meeting
of stockholders. In the absence or inability to act of any such officer, such
officer's duties shall be performed by the officer given the authority to act
for such absent or non-acting officer under these by-laws or by some person
appointed by the meeting.

2.11 Inspectors. The board of directors may, in advance of any
meeting of stockholders, appoint one or more inspectors to act at such meeting
or any adjournment thereof. If any of the inspectors so appointed shall fail to
appear or act, the chairman of the meeting shall, or if inspectors shall not
have been appointed, the chairman of the meeting may, appoint one or more
inspectors. Each inspector, before entering upon the discharge of his duties,
shall take and sign an oath faithfully to execute the duties of inspector at
such meeting with strict impartiality and according to the best of his ability.
The inspectors shall determine the number of shares of capital stock of the
Corporation outstanding and the voting power of each, the number of shares
represented at the meeting, the existence of a quorum, and the validity and
effect of proxies and shall receive votes, ballots, or consents, hear and
determine all challenges and questions arising in connection with the right to
vote, count and tabulate all votes, ballots, or consents, determine the
results, and do such acts as are proper to conduct the election or vote with
fairness to all stockholders. On request of the chairman of the meeting, the
inspectors shall make a report in writing of any challenge, request, or matter
determined by them and shall execute a certificate of any fact found by them.
No director or candidate for the office of director shall act as an inspector
of an election of directors. Inspectors need not be stockholders.

ARTICLE THREE: DIRECTORS

3.1 Management. The business and property of the Corporation shall
be managed by the board of directors. Subject to the restrictions imposed by
law, the certificate of incorporation, or these by-laws, the board of directors
may exercise all the powers of the Corporation.

3.2 Number; Qualification; Election; Term. The number of directors
which shall constitute the entire board of directors shall be not less than
one. The first board of directors shall consist of the number of directors
named in the certificate of incorporation. Thereafter, within the limits above
specified, the number of directors which shall constitute the entire board of
directors shall be determined by resolution of the board of directors or by
resolution of the stockholders at the annual meeting thereof or at a special
meeting thereof called for that purpose. Except as otherwise required by law,
the certificate of incorporation or these by-laws, the directors shall be
elected at an annual meeting of stockholders at which a quorum is present and
the persons receiving a plurality of the votes cast at such election shall be
elected. Each director so chosen shall hold office until the first annual
meeting of stockholders held after his election and until his

4
<PAGE> 9
successor is elected and qualified or, if earlier, until his death,
resignation, or removal from office. None of the directors need be a
stockholder of the Corporation or a resident of the State of Delaware. Each
director must have attained the age of majority.

3.3 Change in Number. No decrease in the number of directors
constituting the entire board of directors shall have the effect of shortening
the term of any incumbent director.

3.4 Removal. Except as otherwise provided in the certificate of
incorporation or these by-laws, at any meeting of stockholders called expressly
for that purpose, any director or the entire board of directors may be removed,
with or without cause, by a vote of the holders of a majority of the shares
then entitled to vote on the election of directors; provided, however, that so
long as stockholders have the right to cumulate votes in the election of
directors pursuant to the certificate of incorporation, if less than the entire
board of directors is to be removed, no one of the directors may be removed if
the votes cast against his removal would be sufficient to elect him if then
cumulatively voted at an election of the entire board of directors.

3.5 Vacancies. Vacancies and newly-created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office, though less than a quorum, or by the
sole remaining director, and each director so chosen shall hold office until
the first annual meeting of stockholders held after his election or until his
successor is elected and qualified or, if earlier, until his death,
resignation, or removal from office. If there are no directors in office, an
election of directors may be held in the manner provided by statute. If, at the
time of filling any vacancy or any newly-created directorship, the directors
then in office shall constitute less than a majority of the whole board of
directors (as constituted immediately prior to any such increase), the Court of
Chancery may, upon application of any stockholder or stockholders holding at
least 10% of the total number of the shares at the time outstanding having the
right to vote for such directors, summarily order an election to be held to
fill any such vacancies or newly-created directorships or to replace the
directors chosen by the directors then in office. Except as otherwise provided
in these by-laws, when one or more directors shall resign from the board of
directors, effective at a future date, a majority of the directors then in
office, including those who have so resigned, shall have the power to fill such
vacancy or vacancies, the vote thereon to take effect when such resignation or
resignations shall become effective, and each director so chosen shall hold
office as provided in these by-laws with respect to the filling of other
vacancies.

3.6 Meetings of Directors. The directors may hold their meetings
and may have an office and keep the books of the Corporation, except as
otherwise provided by statute, in such place or places within or without the
State of Delaware as the board of directors may from time to time determine or
as shall be specified in the notice of such meeting or duly executed waiver of
notice of such meeting.

3.7 First Meeting. Each newly elected board of directors may hold
its first meeting for the purpose of organization and the transaction of
business, if a quorum is present, immediately after

5
<PAGE> 10
and at the same place as the annual meeting of stockholders, and no notice of
such meeting shall be necessary.

3.8 Election of Officers. At the first meeting of the board of
directors after each annual meeting of stockholders at which a quorum shall be
present, the board of directors shall elect the officers of the Corporation.

3.9 Regular Meetings. Regular meetings of the board of directors
shall be held at such times and places as shall be designated from time to time
by resolution of the board of directors. Notice of such regular meetings shall
not be required.

3.10 Special Meetings. Special meetings of the board of directors
shall be held whenever called by the President or any director.

3.11 Notice. The Secretary shall give notice of each special
meeting at least 24 hours before the meeting to each director. Neither the
business to be transacted at, nor the purpose of, any regular or special
meeting of the board of directors need be specified in the notice or waiver of
notice of such meeting.

3.12 Quorum; Majority Vote. At all meetings of the board of
directors, a majority of the directors fixed in the manner provided in these
by-laws shall constitute a quorum for the transaction of business. If at any
meeting of the board of directors there be less than a quorum present, a
majority of those present or any director solely present may adjourn the
meeting from time to time without further notice. Unless the act of a greater
number is required by law, the certificate of incorporation, or these by-laws,
the act of a majority of the directors present at a meeting at which a quorum
is in attendance shall be the act of the board of directors.

3.13 Procedure. At meetings of the board of directors, business
shall be transacted in such order as from time to time the board of directors
may determine. The Chairman of the Board, if such office has been filled, and,
if not or if the Chairman of the Board is absent or otherwise unable to act,
the President shall preside at all meetings of the board of directors. In the
absence or inability to act of either such officer, a chairman shall be chosen
by the board of directors from among the directors present. The Secretary of
the Corporation shall act as the secretary of each meeting of the board of
directors unless the board of directors appoints another person to act as
secretary of the meeting. The board of directors shall keep regular minutes of
its proceedings which shall be placed in the minute book of the Corporation.

3.14 Presumption of Assent. A director of the Corporation who is
present at the meeting of the board of directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
unless such director's dissent shall be entered in the minutes of the meeting
or unless such director shall file his written dissent to such action with the
person acting as secretary of the meeting before the adjournment thereof or
shall forward any dissent by certified or registered

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<PAGE> 11
mail to the Secretary of the Corporation immediately after the adjournment of
the meeting. Such right to dissent shall not apply to a director who voted in
favor of such action.

3.15 Compensation. The board of directors shall have the authority
to fix the compensation, including fees and reimbursement of expenses, paid to
directors for attendance at regular or special meetings of the board of
directors or any committee thereof; provided, that nothing contained herein
shall be construed to preclude any director from serving the Corporation in any
other capacity or receiving compensation therefor.

ARTICLE FOUR: COMMITTEES

4.1 Designation. The board of directors may, by resolution adopted
by a majority of the entire board of directors, designate one or more
committees.

4.2 Number; Qualification; Term. Each committee shall consist of
one or more directors appointed by resolution adopted by a majority of the
entire board of directors. The number of committee members may be increased or
decreased from time to time by resolution adopted by a majority of the entire
board of directors. Each committee member shall serve as such until the
earliest of (i) the expiration of such member's term as director, (ii) such
member's resignation as a committee member or as a director, or (iii) such
member's removal as a committee member or as a director.

4.3 Authority. Each committee, to the extent expressly provided in
the resolution establishing such committee, shall have and may exercise all of
the authority of the board of directors in the management of the business and
property of the Corporation except to the extent expressly restricted by law,
the certificate of incorporation, or these by-laws.

4.4 Committee Changes; Removal. The board of directors shall have
the power at any time to fill vacancies in, to change the membership of, and to
discharge any committee.

4.5 Alternate Members of Committees. The board of directors may
designate one or more directors as alternate members of any committee. Any such
alternate member may replace any absent or disqualified member at any meeting
of the committee. If no alternate committee members have been so appointed to a
committee or each such alternate committee member is absent or disqualified,
the member or members of such committee present at any meeting and not
disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the board of directors to act
at the meeting in the place of any such absent or disqualified member.

4.6 Regular Meetings. Regular meetings of any committee may be
held without notice at such time and place as may be designated from time to
time by the committee and communicated to all members thereof.

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<PAGE> 12
4.7 Special Meetings. Special meetings of any committee may be
held whenever called by any committee member. The committee member calling any
special meeting shall cause notice of such special meeting, including therein
the time and place of such special meeting, to be given to each committee
member at least two days before such special meeting. Neither the business to
be transacted at, nor the purpose of, any special meeting of any committee need
be specified in the notice or waiver of notice of any special meeting.

4.8 Quorum; Majority Vote. At meetings of any committee, a
majority of the number of members designated by the board of directors shall
constitute a quorum for the transaction of business. If a quorum is not present
at a meeting of any committee, a majority of the members present may adjourn
the meeting from time to time, without notice other than an announcement at the
meeting, until a quorum is present. The act of a majority of the members
present at any meeting at which a quorum is in attendance shall be the act of a
committee, unless the act of a greater number is required by law, the
certificate of incorporation, or these by-laws.

4.9 Minutes. Each committee shall cause minutes of its proceedings
to be prepared and shall report the same to the board of directors upon the
request of the board of directors. The minutes of the proceedings of each
committee shall be delivered to the Secretary of the Corporation for placement
in the minute books of the Corporation.

4.10 Compensation. Committee members may, by resolution of the
board of directors, be allowed a fixed sum and expenses of attendance, if any,
for attending any committee meetings or a stated salary.

4.11 Responsibility. The designation of any committee and the
delegation of authority to it shall not operate to relieve the board of
directors or any director of any responsibility imposed upon it or such
director by law.

ARTICLE FIVE: NOTICE

5.1 Method. Whenever by statute, the certificate of incorporation,
or these by-laws, notice is required to be given to any committee member,
director, or stockholder and no provision is made as to how such notice shall
be given, personal notice shall not be required and any such notice may be
given (a) in writing, by mail, postage prepaid, addressed to such committee
member, director, or stockholder at his address as it appears on the books or
(in the case of a stockholder) the stock transfer records of the Corporation,
or (b) by any other method permitted by law (including but not limited to
telegram). Any notice required or permitted to be given by mail shall be deemed
to be delivered and given at the time when the same is deposited in the United
States mail as aforesaid. Any notice required or permitted to be given by
telegram shall be deemed to be delivered and given at the time transmitted with
all charges prepaid and addressed as aforesaid.

5.2 Waiver. Whenever any notice is required to be given to any
stockholder, director, or committee member of the Corporation by statute, the
certificate of incorporation, or these by-laws,

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<PAGE> 13
a waiver thereof in writing signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be equivalent to
the giving of such notice. Attendance of a stockholder, director, or committee
member at a meeting shall constitute a waiver of notice of such meeting, except
where such person attends for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

ARTICLE SIX: OFFICERS

6.1 Number; Titles; Term of Office. The officers of the
Corporation shall be a President, a Secretary, and such other officers as the
board of directors may from time to time elect or appoint, including a Chairman
of the Board, one or more Vice Presidents (with each Vice President to have
such descriptive title, if any, as the board of directors shall determine), and
a Treasurer. Each officer shall hold office until such officer's successor
shall have been duly elected and shall have qualified, until such officer's
death, or until such member shall resign or shall have been removed in the
manner hereinafter provided. Any two or more offices may be held by the same
person. None of the officers need be a stockholder or a director of the
Corporation or a resident of the State of Delaware.

6.2 Removal. Any officer or agent elected or appointed by the
board of directors may be removed by the board of directors whenever in its
judgment the best interest of the Corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the
person so removed. Election or appointment of an officer or agent shall not of
itself create contract rights.

6.3 Vacancies. Any vacancy occurring in any office of the
Corporation (by death, resignation, removal, or otherwise) may be filled by the
board of directors.

6.4 Authority. Officers shall have such authority and perform such
duties in the management of the Corporation as are provided in these by-laws or
as may be determined by resolution of the board of directors not inconsistent
with these by-laws.

6.5 Compensation. The compensation, if any, of officers and agents
shall be fixed from time to time by the board of directors; provided, however,
that the board of directors may delegate the power to determine the
compensation of any officer and agent (other than the officer to whom such
power is delegated) to the President.

6.6 Chairman of the Board. The Chairman of the Board, if one is
elected by the board of directors, shall have such duties and powers as the
Board of Directors may direct.

6.7 President. The President shall be the chief executive officer
of the Corporation and, subject to the board of directors, shall have general
executive charge, management, and control of the day-to-day operations and
management of the Corporation and its property with all such powers with
respect to such properties and operations as may be reasonably incident to such
responsibilities.

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The President shall also perform such other duties as may from time to time be
assigned to the President by the board of directors. If the board of directors
has not elected a Chairman of the Board or in the absence or inability to act
of the Chairman of the Board, the President shall exercise all of the powers
and discharge all of the duties of the Chairman of the Board. As between the
Corporation and third parties, any action taken by the President in the
performance of the duties of the Chairman of the Board shall be conclusive
evidence that there is no Chairman of the Board or that the Chairman of the
Board is absent or unable to act.

6.8 Vice Presidents. Each Vice President shall have such powers
and duties as may be assigned to such Vice President by the board of directors
or the President, and (in order of their seniority as determined by the board
of directors or, in the absence of such determination, as determined by the
length of time they have held the office of Vice President) shall exercise the
powers of the President during that officer's absence or inability to act. As
between the Corporation and third parties, any action taken by a Vice President
in the performance of the duties of the President shall be conclusive evidence
of the absence or inability to act of the President at the time such action was
taken.

6.9 Treasurer. The Treasurer shall have custody of the
Corporation's funds and securities, shall keep full and accurate account of
receipts and disbursements, shall deposit all monies and valuable effects in
the name and to the credit of the Corporation in such depository or
depositories as may be designated by the board of directors, and shall perform
such other duties as may be prescribed by the board of directors or the
President.

6.10 Assistant Treasurers. Each Assistant Treasurer shall have such
powers and duties as may be assigned to him by the board of directors or the
President. The Assistant Treasurers (in the order of their seniority as
determined by the board of directors or, in the absence of such a
determination, as determined by the length of time they have held the office of
Assistant Treasurer) shall exercise the powers of the Treasurer during that
officer's absence or inability to act.

6.11 Secretary. Except as otherwise provided in these by-laws, the
Secretary shall keep the minutes of all meetings of the board of directors and
of the stockholders in books provided for that purpose, and the Secretary shall
attend to the giving and service of all notices. The Secretary may sign with
the Chairman of the Board or the President, in the name of the Corporation, all
contracts of the Corporation and affix the seal of the Corporation thereto. The
Secretary may sign with the Chairman of the Board or the President all
certificates for shares of stock of the Corporation, and the Secretary shall
have charge of the certificate books, transfer books, and stock papers as the
board of directors may direct, all of which shall at all reasonable times be
open to inspection by any director upon application at the office of the
Corporation during business hours. The Secretary shall in general perform all
duties incident to the office of the Secretary, subject to the control of the
board of directors and the President.

6.12 Assistant Secretaries. Each Assistant Secretary shall have
such powers and duties as may be assigned to such officer by the board of
directors or the President. The Assistant

10
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Secretaries (in the order of their seniority as determined by the board of
directors or, in the absence of such a determination, as determined by the
length of time they have held the office of Assistant Secretary) shall exercise
the powers of the Secretary during that officer's absence or inability to act.

6.13 Divisional Organization and Officers.

(a) The Board of Directors of the Corporation, in the
exercise of its discretion, shall have the authority to organize any
of the separate businesses and subsidiaries of the Corporation into
one or more operating groups, any of which may be designated as a
"Division" of the Corporation for all purposes. The creation of any
such division and the designation of its composition and internal
administrative structure may be accomplished, altered or reversed by
the Board.

(b) Upon the formation of a Division of the Corporation,
whether such may be composed of one or more corporate subsidiaries or
otherwise, the President may appoint individual employees of the
Corporation, the principal scope of whose employment shall be limited
to that of such Division, to serve as "Division Officers," having such
respective titles, duties, powers and responsibilities as the
President may specify. Division Officers may include a Division
President, Division Vice Presidents, and such other positions as the
President shall deem necessary and appropriate. No Divsion Officer
shall be deemed to be an officer of the Corporation, within the
contemplation of this Article Six, unless such officer shall be
appointed as such by resolution of the Board of Directors. Any
Division Officer appointed by the President may be removed by the
President at the President's discretion.

ARTICLE SEVEN: CERTIFICATES AND STOCKHOLDERS

7.1 Certificates for Shares. Certificates for shares of stock of
the Corporation shall be in such form as shall be approved by the board of
directors. The certificates shall be signed by the Chairman of the Board, or the
President or a Vice President and also by the Secretary or an Assistant
Secretary or by the Treasurer or an Assistant Treasurer. Any and all signatures
on the certificate may be a facsimile and may be sealed with the seal of the
Corporation or a facsimile thereof. If any officer, transfer agent, or
registrar who has signed, or whose facsimile signature has been placed upon, a
certificate has ceased to be such officer, transfer agent, or registrar before
such certificate is issued, such certificate may be issued by the Corporation
with the same effect as if such person were such officer, transfer agent, or
registrar at the date of issue. The certificates shall be consecutively
numbered and shall be entered in the books of the Corporation as they are
issued and shall exhibit the holder's name and the number of shares.

7.2 Replacement of Lost or Destroyed Certificates. The board of
directors may direct a new certificate or certificates to be issued in place of
a certificate or certificates theretofore issued by the Corporation and alleged
to have been lost or destroyed, upon the making of an affidavit of that fact by
the person claiming the certificate or certificates representing shares to be
lost or destroyed. When authorizing such issue of a new certificate or
certificates the board of directors

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may, in its discretion and as a condition precedent to the issuance thereof,
require the owner of such lost or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the Corporation a bond with a surety or sureties satisfactory to
the Corporation in such sum as it may direct as indemnity against any claim, or
expense resulting from a claim, that may be made against the Corporation with
respect to the certificate or certificates alleged to have been lost or
destroyed.

7.3 Transfer of Shares. Shares of stock of the Corporation shall
be transferable only on the books of the Corporation by the holders thereof in
person or by their duly authorized attorneys or legal representatives. Upon
surrender to the Corporation or the transfer agent of the Corporation of a
certificate representing shares duly endorsed or accompanied by proper evidence
of succession, assignment, or authority to transfer, the Corporation or its
transfer agent shall issue a new certificate to the person entitled thereto,
cancel the old certificate, and record the transaction upon its books.

7.4 Registered Stockholders. The Corporation shall be entitled to
treat the holder of record of any share or shares of stock as the holder in
fact thereof and, accordingly, shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by law.

7.5 Regulations. The board of directors shall have the power and
authority to make all such rules and regulations as they may deem expedient
concerning the issue, transfer, and registration or the replacement of
certificates for shares of stock of the Corporation.

7.6 Legends. The board of directors shall have the power and
authority to provide that certificates representing shares of stock bear such
legends as the board of directors deems appropriate to assure that the
Corporation does not become liable for violations of federal or state
securities laws or other applicable law.

ARTICLE EIGHT: MISCELLANEOUS PROVISIONS

8.1 Dividends. Subject to provisions of law and the certificate of
incorporation, dividends may be declared by the board of directors at any
regular or special meeting and may be paid in cash, in property, or in shares
of stock of the Corporation. Such declaration and payment shall be at the
discretion of the board of directors.

8.2 Reserves. There may be created by the board of directors out
of funds of the Corporation legally available therefor such reserve or reserves
as the directors from time to time, in their discretion, consider proper to
provide for contingencies, to equalize dividends, or to repair or maintain any
property of the Corporation, or for such other purpose as the board of
directors shall consider beneficial to the Corporation, and the board of
directors may modify or abolish any such reserve in the manner in which it was
created.

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8.3 Books and Records. The Corporation shall keep correct and
complete books and records of account, shall keep minutes of the proceedings of
its stockholders and board of directors and shall keep at its registered office
or principal place of business, or at the office of its transfer agent or
registrar, a record of its stockholders, giving the names and addresses of all
stockholders and the number and class of the shares held by each.

8.4 Fiscal Year. The fiscal year of the Corporation shall be fixed
by the board of directors; provided, that if such fiscal year is not fixed by
the board of directors and the selection of the fiscal year is not expressly
deferred by the board of directors, the fiscal year shall be the calendar year.

8.5 Seal. The seal of the Corporation shall be such as from time
to time may be approved by the board of directors.

8.6 Resignations. Any director, committee member, or officer may
resign by so stating at any meeting of the board of directors or by giving
written notice to the board of directors, the President, or the Secretary. Such
resignation shall take effect at the time specified therein or, if no time is
specified therein, immediately upon its receipt. Unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

8.7 Securities of Other Corporations. The Chairman of the Board,
the President, or any Vice President of the Corporation shall have the power
and authority to transfer, endorse for transfer, vote, consent, or take any
other action with respect to any securities of another issuer which may be held
or owned by the Corporation and to make, execute, and deliver any waiver,
proxy, or consent with respect to any such securities.

8.8 Telephone Meetings. Stockholders (acting for themselves or
through a proxy), members of the board of directors, and members of a committee
of the board of directors may participate in and hold a meeting of such
stockholders, board of directors, or committee by means of a conference
telephone or similar communications equipment by means of which persons
participating in the meeting can hear each other, and participation in a
meeting pursuant to this section shall constitute presence in person at such
meeting, except where a person participates in the meeting for the express
purpose of objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.

8.9 Action Without a Meeting. Any action required by law, by the
certificate of incorporation, or by these by-laws to be taken at a meeting of
the stockholders, the board of directors, or a committee of the board of
directors, or any action which may be taken at a meeting of such stockholders,
board, or committee, may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by the holders (acting for
themselves or through a proxy) of outstanding stock owning not less than the
minimum number of votes that would be necessary to authorize or take such
action at a meeting at which the holders of all shares entitled to vote thereon
were present and voted, the directors or the committee members, as the case may
be,

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entitled to vote with respect to the subject matter thereof, and such consent
shall have the same force and effect as a vote of such stockholders, directors,
or committee members, as the case may be, and may be stated as such in any
certificate or document filed with the Secretary of State of the State of
Delaware or in any certificate delivered to any person.

8.10 Invalid Provisions. If any part of these by-laws shall be held
invalid or inoperative for any reason, the remaining parts, so far as it is
possible and reasonable, shall remain valid and operative.

8.11 Mortgages, etc. With respect to any deed, deed of trust,
mortgage, or other instrument executed by the Corporation through its duly
authorized officer or officers, the attestation to such execution by the
Secretary of the Corporation shall not be necessary to constitute such deed,
deed of trust, mortgage, or other instrument a valid and binding obligation
against the Corporation unless the resolutions, if any, of the board of
directors authorizing such execution expressly state that such attestation is
necessary.

8.12 Headings. The headings used in these by-laws have been
inserted for administrative convenience only and do not constitute matter to be
construed in interpretation.

8.13 References. Whenever herein the singular number is used, the
same shall include the plural where appropriate, and words referring to any sex
shall be deemed to refer to the other sex when appropriate.

8.14 Amendments. These by-laws may be altered, amended, or repealed
or new by-laws may be adopted by the stockholders or by the board of directors
at any regular meeting of the stockholders or the board of directors or at any
special meeting of the stockholders or the board of directors if notice of such
alteration, amendment, repeal, or adoption of new by-laws be contained in the
notice of such special meeting.

The undersigned, the Secretary of the Corporation, hereby certifies
that the foregoing by-laws were adopted pursuant to the Agreement and Plan of
Merger dated December __, 1989, executed by the Corporation (then called
Merchants Metals, Inc.) and Ivy Steel Products Corporation, such adoption being
effective at the Effective Time (as defined in the Agreement and Plan of
Merger).

/s/ ALLEN J. GOERTZ
---------------------------------
Allen J. Goertz
Secretary

<PAGE> 1
EXHIBIT 4.1

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

MMI PRODUCTS, INC.,

ISSUER,

AND

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

U.S. TRUST COMPANY OF TEXAS, N.A.,

TRUSTEE

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

INDENTURE

Dated as of April 16, 1997

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

Up to $200,000,000

11 1/4% Senior Subordinated Notes due 2007

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

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TABLE OF CONTENTS

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ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE . . . . . . . . . . . . . . . . . 1
SECTION 1.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.2 Incorporation by Reference of TIA . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 1.3 Rules of Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

ARTICLE II

THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 2.1 Form and Dating . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 2.2 Execution and Authentication . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 2.3 Registrar and Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 2.4 Paying Agent to Hold Assets in Trust . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 2.5 Noteholder Lists . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 2.6 Transfer and Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 2.7 Replacement Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 2.8 Outstanding Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 2.9 Treasury Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 2.10 Temporary Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 2.11 Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 2.12 Defaulted Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 2.13 Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

ARTICLE III

REDEMPTION . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 3.1 Right of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 3.2 Notices to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 3.3 Selection of Notes to Be Redeemed . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 3.4 Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 3.5 Effect of Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 3.6 Deposit of Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 3.7 Notes Redeemed in Part . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
</TABLE>

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SECTION 3.8 Optional Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 3.9 Mandatory Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

ARTICLE IV

COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 4.1 Payment of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 4.2 Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 4.3 Corporate Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 4.4 Payment of Taxes and Other Claims . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 4.5 Maintenance of Properties and Insurance . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 4.6 Compliance Certificate; Notice of Default . . . . . . . . . . . . . . . . . . . . . 46
SECTION 4.7 Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 4.8 Limitation on Status as Investment Company . . . . . . . . . . . . . . . . . . . . . 47
SECTION 4.9 Waiver of Stay, Extension or Usury Laws . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 4.10 Rule 144A Information Requirement. . . . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 4.11 Limitation on the Incurrence of Indebtedness and Issuance of Disqualified Stock . . . 48
SECTION 4.12 Limitation on Restricted Payments . . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 4.13 Limitation on Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 4.14 Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries . . . . 54
SECTION 4.15 Limitation on Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . 55
SECTION 4.16 Limitation on Guarantees by Subsidiaries . . . . . . . . . . . . . . . . . . . . . . 56
SECTION 4.17 Limitation on Layering Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
SECTION 4.18 Limitation on Issuance and Sale of Stock of Restricted by Subsidiaries . . . . . . . 58
SECTION 4.19 Payments for Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
SECTION 4.20 Asset Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
SECTION 4.21 Change of Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

ARTICLE V

SUCCESSORS . . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 5.1 Limitation on Merger, Consolidation or Sale of Assets . . . . . . . . . . . . . . . 65
SECTION 5.2 Successor Corporation Substituted. . . . . . . . . . . . . . . . . . . . . . . . . . 66
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ARTICLE VI

EVENTS OF DEFAULT AND REMEDIES . . . . . . . . . . . . . . . . . . . . 66
SECTION 6.1 Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
SECTION 6.2 Acceleration of Maturity Date; Rescission and Annulment . . . . . . . . . . . . . . 69
SECTION 6.3 Collection of Indebtedness and Suits for Enforcement by Trustee . . . . . . . . . . . 71
SECTION 6.4 Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . . . . . . . . . . . 71
SECTION 6.5 Trustee May Enforce Claims Without Possession of Notes . . . . . . . . . . . . . . . 72
SECTION 6.6 Priorities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
SECTION 6.7 Limitation on Suits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
SECTION 6.8 Unconditional Right of Holders to Receive Principal, Premium, Interest and
Liquidated Damages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
SECTION 6.9 Rights and Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
SECTION 6.10 Delay or Omission Not Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
SECTION 6.11 Control by Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
SECTION 6.12 Waiver of Past Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
SECTION 6.13 Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
SECTION 6.14 Restoration of Rights and Remedies . . . . . . . . . . . . . . . . . . . . . . . . . 77

ARTICLE VII

TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . 77
SECTION 7.1 Duties of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
SECTION 7.2 Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
SECTION 7.3 Individual Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
SECTION 7.4 Trustee's Disclaimer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
SECTION 7.5 Notice of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
SECTION 7.6 Reports by Trustee to Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
SECTION 7.7 Compensation and Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
SECTION 7.8 Replacement of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
SECTION 7.9 Successor Trustee by Merger, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . 84
SECTION 7.10 Eligibility; Disqualification . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
SECTION 7.11 Preferential Collection of Claims Against Company . . . . . . . . . . . . . . . . . 85

ARTICLE VIII

LEGAL DEFEASANCE AND COVENANT DEFEASANCE . . . . . . . . . . . . . . . . . 85
SECTION 8.1 Option to Effect Legal Defeasance or Covenant Defeasance . . . . . . . . . . . . . . 85
SECTION 8.2 Legal Defeasance and Discharge . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
SECTION 8.3 Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
</TABLE>

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SECTION 8.4 Conditions to Legal or Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . 86
SECTION 8.5 Deposited Money and Government Securities to be Held in Trust; Other
Miscellaneous Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
SECTION 8.6 Repayment to Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
SECTION 8.7 Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
SECTION 8.8 Discharge of Liability on Securities; Defeasance . . . . . . . . . . . . . . . . . . 90

ARTICLE IX

AMENDMENTS, SUPPLEMENTS AND WAIVERS . . . . . . . . . . . . . . . . . . . 91
SECTION 9.1 Without Consent of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
SECTION 9.2 With Consent of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
SECTION 9.3 Compliance with TIA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
SECTION 9.4 Revocation and Effect of Consents . . . . . . . . . . . . . . . . . . . . . . . . . 93
SECTION 9.5 Notation on or Exchange of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . 94
SECTION 9.6 Trustee to Sign Amendments, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . 94

ARTICLE X

[RESERVED]

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94

ARTICLE XI

[RESERVED]
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95

ARTICLE XII

SUBORDINATION . . . . . . . . . . . . . . . . . . . . . . . . 95
SECTION 12.1 Agreement to Subordinate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
SECTION 12.2 Liquidation; Dissolution; Bankruptcy . . . . . . . . . . . . . . . . . . . . . . . . 95
SECTION 12.3 Default on Designated Senior Debt . . . . . . . . . . . . . . . . . . . . . . . . . 96
SECTION 12.4 Acceleration of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
SECTION 12.5 When Distribution Must be Paid Over . . . . . . . . . . . . . . . . . . . . . . . . 97
SECTION 12.6 Notice by Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
SECTION 12.7 Subrogation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
SECTION 12.8 Relative Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
</TABLE>

<PAGE> 6

<TABLE>
<S> <C>
SECTION 12.9 Subordination May Not be Impaired by Company . . . . . . . . . . . . . . . . . . . . 99
SECTION 12.10 Distribution or Notice to Representative . . . . . . . . . . . . . . . . . . . . . . 99
SECTION 12.11 Rights of Trustee and Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . 99
SECTION 12.12 Authorization to Effect Subordination . . . . . . . . . . . . . . . . . . . . . . . 100
SECTION 12.13 Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100

ARTICLE XIII

[RESERVED]
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101

ARTICLE XIV

MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . 101
SECTION 14.1 TIA Controls . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
SECTION 14.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
SECTION 14.3 Communications by Holders with Other Holders . . . . . . . . . . . . . . . . . . . . 103
SECTION 14.4 Certificate and Opinion as to Conditions Precedent . . . . . . . . . . . . . . . . . 103
SECTION 14.5 Statements Required in Certificate or Opinion . . . . . . . . . . . . . . . . . . . 103
SECTION 14.6 Rules by Trustee, Paying Agent, Registrar . . . . . . . . . . . . . . . . . . . . . 104
SECTION 14.7 Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104
SECTION 14.8 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
SECTION 14.9 No Adverse Interpretation of Other Agreements . . . . . . . . . . . . . . . . . . . 105
SECTION 14.10 No Recourse Against Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
SECTION 14.11 Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
SECTION 14.12 Duplicate Originals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
SECTION 14.13 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
SECTION 14.14 Table of Contents, Headings, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . 106
SECTION 14.15 Qualification of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
SECTION 14.16 Registration Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107

EXHIBIT A - FORM OF NOTE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
EXHIBIT B - FORM OF LETTER TO BE DELIVERED BY ACCREDITED
INSTITUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1
EXHIBIT C - GUARANTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1
EXHIBIT D - FORM OF PROVISIONS TO SUPPLEMENTAL INDENTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D-1
</TABLE>

<PAGE> 7

CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
TIA INDENTURE
SECTION SECTION
- ------- ---------
<S> <C> <C>
310 (a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.10
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.10
(a)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(a)(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.8, 7.10
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.10
(b)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.10
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.

311 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.11
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.11
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.

312 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.5
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14.3
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14.3

313 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.6
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.6
(b)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(b)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.6
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.

314 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.6
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(c)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
</TABLE>

<PAGE> 8

<TABLE>
<CAPTION>
TIA INDENTURE
SECTION SECTION
------- --------
<S> <C> <C>
315 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.

316 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.

317 (a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.

318 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
</TABLE>

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

N.A. means Not Applicable.

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be a
part of the Indenture.

vii

<PAGE> 9

INDENTURE, dated as of April 16, 1997, between MMI Products, Inc., a
Delaware corporation (the "Company"), and U.S. Trust Company of Texas, N.A., a
national association formed under the laws of the United States, as Trustee.

The Company and the Trustee agree as follows for the equal and
rateable benefit of the Holders of the 11 1/4% Series A Senior Subordinated
Notes due 2007 (the "Series A Notes") and the 11 1/4% Series B Senior
Subordinated Notes (the "Series B Notes" and, together with the Series A Notes,
the "Notes"):

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1 Definitions.

"144A Global Note" means a Note initially bearing CUSIP number
553090AA9 through which QIBs hold a beneficial interest in the Global Note, or
any replacement Note issued therefor.

"Acceleration Notice" shall have the meaning specified in Section 6.2.

"Accredited Investor Global Note" means a Note initially bearing CUSIP
number 553090AB7 through which Institutional Accredited Investors hold a
beneficial interest in the Global Note, or any replacement Note issued
therefor.

"Acquired Debt" means, with respect to any specified Person: (i)
Indebtedness of any other Person existing at the time such other Person merged
with or into or became a Restricted Subsidiary of such specified Person,
including, without limitation, Indebtedness incurred in connection with, or in
contemplation of, such other Person merging with or into or becoming a
Restricted Subsidiary of such specified Person and (ii) Indebtedness secured by
a Lien encumbering any asset acquired by such specified Person.

"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, shall
mean the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; provided, however,
that beneficial ownership of 10% or more of the voting securities (or the
equivalents) of a Person shall be deemed to be control.

"Affiliate Transaction" shall have the meaning specified in Section
4.15.

1
<PAGE> 10

"Agent" means any Registrar, Paying Agent or co-Registrar.

"Agent Member" means a member of, or a participant in, the Depositary.

"Asset Sale" means any sale, transfer or other disposition (including,
without limitation, by merger, consolidation or sale-and-leaseback transaction)
of (i) shares of Capital Stock of a Subsidiary of the Company (other than
directors' qualifying shares) or (ii) property or assets of the Company or any
Restricted Subsidiary of the Company other than in the ordinary course of
business; provided, however, that an Asset Sale shall not include (a) any sale,
transfer or other disposition of shares of Capital Stock, property or assets by
a Restricted Subsidiary of the Company to the Company or to any Restricted
Subsidiary that is a Wholly Owned Subsidiary of the Company, (b) any sale,
transfer or other disposition of defaulted receivables for collection or any
sale, transfer or other disposition of property of assets in the ordinary
course of business, (c) any isolated sale, transfer or other disposition that
does not involve aggregate consideration in excess of $500,000 individually,
(d) the grant in the ordinary course of business of any non- exclusive license
of patents, trademarks, registrations therefor and other similar intellectual
property, (e) any Lien (or foreclosure thereon) securing Indebtedness to the
extent that such Lien is granted in compliance with Section 4.13, (f) any
Restricted Payment permitted by Section 4.12, (g) any disposition of assets or
property in the ordinary course of business to the extent such assets are
obsolete, worn-out or no longer useful in the Company's or any Restricted
Subsidiaries' business, (h) the sale, lease, conveyance or other disposition of
all or substantially all of the assets of the Company as permitted by Article
V; provided, that the assets not so sold, leased, conveyed, disposed of or
otherwise transferred shall be deemed an Asset Sale or (i) any disposition that
constitutes a Change of Control.

"Asset Sale Offer" shall have the meaning specified in Section 4.20.

"Bankruptcy Law" means title 11, U.S. Code, or any similar federal,
state or foreign law for the relief of debtors.

"Board of Directors" means, with respect to any Person, the Board of
Directors of such Person or any committee of the Board of Directors of such
Person authorized, with respect to any particular matter, to exercise the power
of the Board of Directors of such Person.

"Board Resolution" means, with respect to any Person, a duly adopted
resolution of the Board of Directors of such Person.

2
<PAGE> 11
"Burns Put Agreement" means that certain Amended and Restated Put
Agreement dated as of December 13, 1996, by and between Julius S. Burns and
Holding, as in effect on the date of this Indenture.

"Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday that is not a day on which banking institutions in New York, New York
are authorized or obligated by law or executive order to close.

"Cash" means such coin or currency of the United States of America as
at the time of payment shall be legal tender for the payment of public and
private debts.

"Cash Equivalents" means (i) United States dollars, (ii) securities
issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality thereof having maturities of not
more than six months from the date of acquisition, (iii) certificates of
deposit and Eurodollar time deposits with maturities of six months or less from
the date of acquisition, bankers' acceptances with maturities not exceeding six
months and overnight bank deposits, in each case with any domestic commercial
bank having capital and surplus in excess of $500,000,000, (iv) repurchase
obligations with a term of not more than seven days for underlying securities
of the types described in clauses (ii) and (iii) entered into with any
financial institution meeting the qualifications specified in clause (iii)
above, (v) commercial paper having the highest rating obtainable from Moody's
Investors Service, Inc. or Standard & Poor's Corporation and in each case
maturing within six months after the date of acquisition and (vi) shares of any
money market mutual fund, or similar fund, in each case having assets in excess
of $500,000,000, which invests solely in investments of the types described in
clauses (i) through (v) above.

"Change of Control" means the occurrence of any of the following
(whether or not otherwise permitted by this Indenture): (i) the sale, lease,
transfer, conveyance or other disposition, in one transaction or a series of
related transactions, directly or indirectly, of all or substantially all of
the assets of the Company and its Restricted Subsidiaries to any Person or
group (as such term is used in Sections 13(d) and 14(d) of the Exchange Act or
any successor provisions thereto) (a "Group"); (ii) the adoption of a plan
relating to the liquidation or dissolution of the Company; (iii) any Person or
Group, other than Permitted Holders, is or

3
<PAGE> 12
becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act or any successor provisions thereto, except that a Person shall be
deemed to have "beneficial ownership" of all shares that any such Person has
the right to acquire, whether such right is exercisable immediately or only
after the passage of time), directly or indirectly, of more than 50% of the
total voting power of the Voting Stock of the Company (or the Company's
successor in the event of a merger or consolidation); or (iv) the first day on
which a majority of the members of the Board of Directors of the Company are
not Continuing Directors.

"Change of Control Offer" shall have the meaning specified in Section
4.21.

"Change of Control Payment Date" shall have the meaning specified in
Section 4.21.

"Change of Control Put Date" shall have the meaning specified in
Section 4.21.

"Change of Control Repurchase Price" shall have the meaning specified
in Section 4.21.

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

"Commission" means the Securities and Exchange Commission.

"Common Stock" means, with respect to any Person, Capital Stock of
such Person that does not rank prior, as to the payment of dividends or as to
the distribution of assets upon any voluntary or involuntary liquidation,
dissolution or winding up of such Person, to shares of Capital Stock of any
other class of such Person.

4
<PAGE> 13
period, to the extent such depreciation and amortization were deducted or
otherwise excluded in computing Consolidated Net Income, plus (v) an amount
equal to all premiums on prepayments of debt, in each case, for such period
without duplication on a consolidated basis and determined in accordance with
GAAP.

Notwithstanding the foregoing, the provision for taxes, and the
depreciation and amortization and other non- cash charges of, a Restricted
Subsidiary shall be added to Consolidated Net Income to compute Consolidated
Cash Flow only to the extent (and in the same proportion) the Net Income of
such Restricted Subsidiary was included in calculating the Consolidated Net
Income of such Person and only if a corresponding amount would be permitted at
the date of determination to be distributed by dividend to such Person by such
Restricted Subsidiary without prior approval (that has not been obtained),
pursuant to the terms of its charter and all agreements, instruments,
judgments, decrees, orders, statutes, rules and governmental regulations
applicable to such Restricted Subsidiary or its stockholders.

"Consolidated Net Income" means, with respect to any Person for any
period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries for such period on a consolidated basis, determined in accordance
with GAAP, adjusted to exclude (only to the extent included and without
duplication): (i) all gains which are extraordinary, unusual or are
non-recurring (including any gain from the sale or other disposition of assets
outside the ordinary course of business or from the issuance or sale of capital
stock); (ii) all gains resulting from currency or hedging transactions; (iii)
the Net Income of any Person acquired in a pooling of interests transaction for
any period prior to the date of such acquisition; (iv) depreciation,
amortization or other expenses recorded as a result of the application of
purchase accounting in accordance with Accounting Principles Board Opinions
Nos. 16 and 17; and (v) the cumulative effect of a change in accounting
principles; provided that (a) the Net Income of any Person that is not a
Subsidiary or that is accounted for by the equity method of accounting shall be
included

5
<PAGE> 14
only to the extent of the amount of cash dividends or cash distributions
actually paid to the referent Person or a Wholly Owned Subsidiary thereof that
is a Restricted Subsidiary and (b) the Net Income of any Person that is an
Unrestricted Subsidiary shall be included only to the extent of the amount of
cash dividends or cash distributions paid to the referent Person or a
Restricted Subsidiary thereof.

"Company" means the party named as such in the first paragraph of this
Indenture until a successor replaces it pursuant to this Indenture, and
thereafter means such successor.

"Continuing Director" means, as of any date of determination, any
member of the Board of Directors of the Company who (i) was a member of such
Board of Directors on the date of this Indenture, (ii) was nominated for
election or elected to such Board of Directors with the affirmative vote of a
majority of the Continuing Directors who were members of such Board of
Directors at the time of such nomination or election, or (iii) is a designee of
CVC or its Related Persons or Affiliates.

"Covenant Defeasance" shall have the meaning specified in Section 8.3.

"Custodian" means any receiver, trustee, assignee, liquidator,
sequestrator or similar official under any Bankruptcy Law.

"CVC" means Citicorp Venture Capital, Ltd.

"Default" means any event or condition that is, or with the passage of
time or the giving of notice, or both, would be, an Event of Default.

"Defaulted Interest" shall have the meaning specified in Section 2.12.

"Definitive Notes" means Notes that are in the form of Note attached
hereto as Exhibit A that do not include the information called for by footnotes
1 and 3 thereof.

6
<PAGE> 15
"Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the person specified in Section 2.3 as the
Depositary with respect to the Notes, until a successor shall have been
appointed and become such pursuant to the applicable provision of this
Indenture, and, thereafter, "Depositary" shall mean or include such successor.

"Designated Senior Indebtedness" means (i) the Obligations of the
Company with respect to the Credit Facility and (ii) any other Senior
Indebtedness of the Company permitted under this Indenture the principal amount
of which at original issuance is $5,000,000 or more (other than Senior
Indebtedness that is comprised of Hedging Obligations owing to a Person that is
not a party to the Credit Facility).

"Disqualified Stock" means any Capital Stock which, by its terms (or
by the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or is
redeemable or is convertible or exchangeable for Indebtedness at the option of
the holder thereof, in whole or in part, on or prior to April 15, 2007;
provided that any Capital Stock that would not constitute Disqualified Stock
but for provisions thereof giving holders thereof the right to require such
Person to repurchase or redeem such Capital Stock upon the occurrence of an
"asset sale" or "change of control" occurring prior to the Stated Maturity of
the Notes shall not constitute Disqualified Stock if (i) the "asset sale" or
"change of control" provisions applicable to such Capital Stock are no more
favorable to the holders of such Capital Stock than the provisions in favor of
Holders of Notes set forth under Section 4.20 and Section 4.21, as the case may
be, (ii) such Capital Stock specifically provides that such Person will not
repurchase or redeem any such stock pursuant to such provision prior to the
Company's repurchase of such Notes as are required to be repurchased pursuant
to Section 4.20 and Section 4.21 and (iii) such Capital Stock is redeemable
within 90 days of the "asset sale" or "change of control" events applicable to
such Capital Stock.

"DTC" shall have the meaning specified in Section 2.3.

"Effective Registration" means that the Company shall have (i)
commenced a Registered Exchange Offer for the Series A Notes pursuant to an
effective registration statement under the Securities Act or (ii) filed and
caused to become effective a Shelf Registration under the Securities Act for
the sale of Notes by the Holders.

"Event of Default" shall have the meaning specified in Section 6.1.

"Excess Proceeds" shall have the meaning specified in Section 4.20.

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<PAGE> 16
"Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated by the SEC thereunder.

"Existing Indebtedness" means Indebtedness of the Company and its
Subsidiaries (other than the Credit Facility) in existence on the date of this
Indenture, until such amounts are repaid.

"Finished Goods Inventory" means, with respect to the Company, the
consolidated finished goods inventory of the Company, net of reserves,
determined in accordance with GAAP.

"Fixed Charge Coverage Ratio" means, with respect to any Person for
any period, the ratio of the Consolidated Cash Flow of such Person for such
period to the Fixed Charges of such Person for such period. In the event that
the Company or any of its Restricted Subsidiaries incurs, assumes, guarantees
or redeems any Indebtedness (other than revolving credit borrowings) or if the
Company issues or redeems any preferred stock, in each case subsequent to the
commencement of the period for which the Fixed Charge Coverage Ratio is being
calculated but prior to the date of the event for which the calculation of the
Fixed Charge Coverage Ratio is made (the "Transaction Date"), then the Fixed
Charge Coverage Ratio shall be calculated giving pro forma effect to such
incurrence, assumption, guarantee or redemption of Indebtedness, or such
issuance or redemption of preferred stock, as if the same had occurred at the
beginning of the applicable reference period. For purposes of making the
computation referred to above, acquisitions (including all mergers and
consolidations), dispositions and discontinuances of operations that have been
made by the Company or any of its Restricted Subsidiaries during the reference
period or subsequent to such reference period and on or prior to the
Transaction Date shall be calculated on a pro forma basis assuming that all
such acquisitions, dispositions and discontinuances of operations had occurred
on the first day of the reference period; provided, however, that Fixed Charges
shall be reduced by amounts attributable to operations that are so disposed of
or discontinued only to the extent that the obligations giving rise to such
Fixed Charges would no longer be obligations contributing to the Company's
Fixed Charges subsequent to the Transaction Date. Calculations of pro forma
amounts in accordance with this definition shall be done in accordance with
Article II of Regulation S-X under the Securities Act or any successor
provision.

"Fixed Charges" means, with respect to any Person for any period, the
sum, without duplication, of (i) Consolidated Interest Expense, (ii)
commissions, discounts and other fees and

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<PAGE> 17
charges incurred with respect to letters of credit and bankers' acceptances
financing, (iii) any interest expense on Indebtedness of another Person that is
Guaranteed by such Person or secured by a Lien on assets of such Person and
(iv) the product of (a) all cash or non-cash dividend payments on any series of
preferred stock of any Restricted Subsidiary of such Person (other than
preferred stock of such Person) times (b) a fraction, the numerator of which is
one and the denominator of which is one minus the then current combined
federal, state and local statutory tax rate of such Person, expressed as a
decimal, determined, in each case, on a consolidated basis and in accordance
with GAAP.

"GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect in the United States on the date of this
Indenture.

"Global Notes" means, individually and collectively, the 144A Global
Note and the Accredited Investor Global Note, which is a permanent global note
that contains the paragraph referred to in footnote 1 and the additional
schedule referred to in footnote 3 to the form of the Note attached hereto as
Exhibit A, and that is deposited with and registered in the name of the
Depositary.

"Hedging Obligations" means, with respect to any Person, the
obligations of such Person under (i) Interest Rate Agreements, (ii) Currency
Agreements and (iii) Commodity Agreements.

"Holder" or "Noteholder" means the person in whose name a Note is
registered on the Registrar's books.

"Holding" shall mean Merchants Metals Holding Company.

"Indebtedness" means, with respect to any Person, without duplication,
any indebtedness of such Person, whether or not contingent, in respect of
borrowed money or evidenced by bonds, notes, debentures or similar instruments
or letters of credit (or reimbursement agreements in respect thereof) or
bankers' acceptances or representing Capital Lease Obligations or the balance
deferred and unpaid of the purchase price of any property or representing any
Hedging Obligations, except any such balance that constitutes an accrued
expense or trade payable, if and to the extent any of the foregoing
indebtedness (other than letters of credit and Hedging Obligations) would
appear as a liability upon a balance sheet of such Person prepared in
accordance with GAAP, as well as all indebtedness of others secured by a Lien
on any asset

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<PAGE> 18
of such Person (whether or not such indebtedness is assumed by such Person)
and, to the extent not otherwise included, the Guarantee of any Indebtedness of
such Person or any other Person.

"Indenture" means this Indenture, as amended or supplemented from time
to time in accordance with the terms hereof.

"Initial Purchaser" means Bear, Stearns & Co. Inc.

"Institutional Accredited Investor" shall mean an institution that is
an "accredited investor" as that term is defined in Rule 501(a)(1), (2), (3) or
(7) under the Securities Act.

"Intercompany Indebtedness" shall have the meaning specified in
Section 4.11.

"Interest Payment Date" means the stated due date of an installment of
interest on the Notes.

"Issue Date" means the date of first issuance of the Notes under this
Indenture.

"Legal Defeasance" shall have the meaning specified in Section 8.2.

"Legal Holiday" shall have the meaning specified in Section 14.7.

"Liquidated Damages" means all liquidated damages then owing pursuant
to the Registration Rights Agreement.

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<PAGE> 19
"Management Holders" means any current or past full-time members of
senior management of the Company who acquire stock of the Company through
management stock purchase or option plans.

"Management Plans" means the Merchant Metals Holding Company 1988
Stock Option Plan, as such plan may be amended from time to time or such other
similar compensation plans which may be adopted by the Company or Holding.

"Mannesmann Senior Subordinated Debt" means the Company's debt
outstanding to Mannesmann Pipe & Steel Corporation ("Mannesmann") as of the
date of this Indenture, pursuant to that certain Amended and Restated Senior
Secured Promissory Note dated December 13, 1996, executed by the Company in
favor of Mannesmann in the principal amount of $10,000,000.

"Non-Recourse Debt" means Indebtedness (i) as to which neither the
Company nor any of its Restricted Subsidiaries (a) provides credit support of
any kind (including any undertaking, agreement or instrument that would
constitute Indebtedness), (b) is directly or indirectly liable (as guarantor or
otherwise), or (c) constitutes the lender; (ii) no default with respect to
which (including any rights that the holders thereof may have to take
enforcement action against an Unrestricted Subsidiary) would permit (upon
notice, lapse of time or both) any holder of any other Indebtedness of the
Company or any of its Restricted Subsidiaries to declare a default on such
other Indebtedness or cause the payment thereof to be accelerated or payable
prior to its

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<PAGE> 20
stated maturity; and (iii) as to which the lenders have been notified in
writing that they will not have any recourse to the stock or assets of the
Company or any of its Restricted Subsidiaries.

"Note Custodian" means the Trustee, as custodian with respect to the
Notes in global form, or any successor entity thereto.

"Notice of Default" shall have the meaning specified in Section
6.1(d).

"Offering Memorandum" means that certain Offering Memorandum for the
Company's 11 1/4% Senior Subordinated Notes in the aggregate principal amount
of $120,000,000, dated April 11, 1997.

"Officer" means, with respect to the Company, the Chief Executive
Officer, the President, any Vice President, the Chief Financial Officer, the
Treasurer, the Controller or the Secretary of the Company.

"Opinion of Counsel" means a written opinion from legal counsel who is
reasonably acceptable to the Trustee and which complies with the requirements
of Sections 14.4 and 14.5.

"Original Issue Date" of any Note (or portion thereof) means the
earlier of (a) the date of such Note or (b) the date of any Note (or portion
thereof) for which such Note was issued (directly or indirectly) on
registration of transfer, exchange or substitution.

"Paying Agent" shall have the meaning specified in Section 2.3.

"Payment Blockage Period" shall have the meaning specified in Section
12.3.

"Payment Default" shall have the meaning specified in Section 6.1.

"Permitted Asset Swap" means any one or more transactions in which the
Company or any of its Restricted Subsidiaries exchanges assets for
consideration consisting of cash and/or assets used or useful in the business
of the Company and conducted on the date of this Indenture or reasonable
extensions, developments or expansions thereof or ancillary thereto or other
assets in an amount less than 15% of the fair market value of such transaction
or transactions.

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<PAGE> 21
"Permitted Holders" means CVC and its Related Persons and the
Management Holders and their Related Persons and Affiliates.

"Permitted Liens" means (i) Liens in favor of the Company; (ii) Liens
securing Senior Indebtedness of the Company that was permitted to be incurred
pursuant to this Indenture; (iii) Liens on property of a Person existing at the
time such Person is merged into or consolidated with the Company or any
Restricted Subsidiary of the Company, provided that such Liens were not created
in contemplation of such merger or consolidation and do not extend to any
assets other than those of the Person merged into or consolidated with the
Company or such Restricted Subsidiary; (iv) Liens on property existing at the
time of acquisition thereof by the Company or any Restricted Subsidiary of the
Company; provided that such Liens were not created in contemplation of such
acquisition; (v) Liens to secure the performance of statutory obligations,
surety or appeal bonds, performance bonds or other obligations of a like nature
incurred in the ordinary course of business; (vi) Liens existing on the date of
this Indenture; (vii) Liens for taxes, assessments or governmental charges or
claims that are not yet delinquent or that are being contested in good faith by
appropriate proceedings promptly instituted and diligently concluded, provided
that any reserve or other appropriate provision, if any, as shall be required
in conformity with GAAP shall have been made therefor; (viii) Liens imposed by
law, such as mechanics', carriers', warehousemen's, materialmen's and vendors'
Liens, incurred in good faith in the ordinary course of business with respect
to amounts not yet delinquent or being contested in good faith by appropriate
proceedings if a reserve or other appropriate provisions, if any, shall be
required by GAAP shall have been made therefor; (ix) zoning restrictions,
easements, licenses, covenants, reservations, restrictions on the use of real
property or minor irregularities of title incident thereto that do not, in the
aggregate, materially detract from the value of the property or the assets of
the Company or impair the use of such property in the operation of the
Company's business; (x) judgment Liens to the extent that such judgments do not
cause or constitute a Default or an Event of Default; (xi) Liens to secure the
payment of all or a part of the purchase price of property or assets acquired
or constructed in the ordinary course of business on or after the date of this
Indenture, provided that (a) such property or assets are used in the same or a
similar line of business as the Company was engaged in on the date of this
Indenture, (b) at the time of incurrence of any such Lien, the aggregate
principal amount of the obligations secured by such Lien shall not exceed the
cost of the assets or property (or portions thereof) so acquired or
constructed, (c) each such Lien shall encumber only the assets

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<PAGE> 22
or property (or portions thereof) so acquired or constructed and shall attach
to such property within 120 days of the purchase or construction thereof and
(d) any Indebtedness secured by such Lien shall have been permitted to be
incurred under Section 4.11; and (xii) precautionary filings of any financial
statement under the Uniform Commercial Code (or equivalent statutes) of any
jurisdiction made in connection with Capital Lease Obligations permitted to be
incurred under Section 4.11, provided that such Lien does not violate clauses
(a), (b) and (c) of clause (xi) hereof; and (xiii) liens incurred in the
ordinary course of business securing assets having a fair market value not in
excess of $500,000 in the aggregate.

"Permitted Refinancing" shall have the meaning specified in Section
4.11.

"Person" or "person" means an individual, limited or general
partnership, corporation, limited liability company, association,
unincorporated organization, trust, joint stock company or joint venture, or a
government or any agency or political subdivision thereof.

"principal" of any Indebtedness means the principal of such
Indebtedness plus, without duplication, any applicable premium, if any, on such
Indebtedness.

"property" means any right or interest in or to property or assets of
any kind whatsoever, whether real, personal or mixed and whether tangible or
intangible.

"Purchase Agreement" means that certain Purchase Agreement, dated as
of April 11, 1997, by and between the Company and the Initial Purchaser, as
such agreement may be amended, modified or supplemented from time to time in
accordance with the terms thereof.

"Qualified Stock" means any Capital Stock of the Company that is not
Disqualified Stock.

"QIB" means a "qualified institutional buyer" as defined in Rule 144A
under the Securities Act.

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<PAGE> 23
"Raw Materials Inventory" means, with respect to the Company, the
consolidated raw materials and work-in- process inventory of the Company, net
of reserves, determined in accordance with GAAP.

"Recapitalization" means that certain recapitalization transaction
relating to Holding and the Company consummated on December 13, 1996.

"Receivables" means the consolidated trade receivables of the Company,
net of allowance for doubtful accounts, as determined in accordance with GAAP.

"Record Date" means a Record Date specified in the Notes whether or
not such Record Date is a Business Day.

"Redemption Date" means, when used with respect to any Note to be
redeemed, the date fixed for such redemption pursuant to Article III of this
Indenture and Paragraph 5 in the form of Note.

"Redemption Price" means, when used with respect to any Note to be
redeemed, the redemption price for such redemption pursuant to Paragraph 5 in
the form of Note, which shall include, without duplication, in each case,
accrued and unpaid interest and Liquidated Damages, if any, to and including
the Redemption Date.

"Refinancing Indebtedness" shall have the meaning specified in Section
4.11.

"Registered Exchange Offer" shall have the meaning given such term in
the Registration Rights Agreement.

"Registrar" shall have the meaning specified in Section 2.3.

"Registration Rights Agreement" means that certain Registration Rights
Agreement, dated as of the date of this Indenture, between the Company and the
Initial Purchaser, as such agreement may be amended, modified or supplemented
from time to time in accordance with the terms thereof.

"Repurchase Date" shall have the meaning specified in Section 4.20.

"Repurchase Offer Period" shall have the meaning specified in Section
4.20.

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<PAGE> 24
"Repurchase Price" shall have the meaning specified in Section 4.20.

"Restricted Investment" means an Investment other than a Permitted
Investment. With respect to Unrestricted Subsidiaries or Restricted
Subsidiaries, the amount of Restricted Investments shall be calculated as the
greater of (i) the book value of assets contributed by the Company or a
Restricted Subsidiary or (ii) the Fair Market Value of the assets contributed
by the Company or a Restricted Subsidiary (as certified by a resolution of
independent directors of the Company if Fair Market Value or book value is
greater than $1,000,000).

"Restricted Payment" shall have the meaning specified in Section 4.12.

"Restricted Note" means a Note, unless or until it has been (i)
disposed of in a transaction effectively registered under the Securities Act or
(ii) distributed to the public pursuant to Rule 144 (or any similar provision
then in force) under the Securities Act.

"Restricted Subsidiary" means (i) any Subsidiary of the Company (other
than a Subsidiary that is also a Subsidiary of an Unrestricted Subsidiary)
organized or acquired after the date of this Indenture, unless such Subsidiary
shall have been designated as an Unrestricted Subsidiary by resolution of the
Board of Directors as provided in and in compliance with the definition of
"Unrestricted Subsidiary" and (ii) any Unrestricted Subsidiary which is
designated as a Restricted Subsidiary by the Board of Directors of the Company;
provided that immediately after giving effect to the designation referred to in
clause (ii), no Default or Event of Default shall have occurred and be
continuing and the Company could incur at least $1.00 of additional
Indebtedness under Section 4.11. The Company shall evidence any such
designation to the Trustee by promptly filing with the Trustee an Officers'
Certificate certifying that such designation has been made and stating that
such designation complies with the requirements of the immediately preceding
sentence.

"Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the SEC promulgated thereunder.

"Senior Indebtedness" means, with respect to the Company, (i) the
Obligations of the Company with respect to the Credit Facility and (ii) any
other Indebtedness permitted to be incurred by the Company under the terms of
this Indenture, unless the instrument under which such Indebtedness is incurred
expressly provides that it is pari passu with or subordinated in right of
payment to the Notes. Notwithstanding anything to the contrary in the
foregoing, Senior Indebtedness shall not include (aa) any obligation of the
Company to, in respect of or imposed by any environmental, landfill, waste
management or other regulatory governmental agency, statute, law or court
order, (bb) any liability for federal, state, local or other taxes owed or
owing by the Company, (cc) any Indebtedness of the Company to any of the
Company's Subsidiaries or other Affiliates, (dd) any trade payables or (ee) any
Indebtedness that is incurred in violation of this Indenture on or after the
date of this Indenture.

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"Shelf Registration Statement" shall have the meaning specified in the
Registration Rights Agreement.

"Special Record Date" for payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 2.12.

"Stated Maturity," when used with respect to any Note, means April 15,
2007.

"TIA" means the Trust Indenture Act of 1939, as amended and in effect
on the date of the execution of this Indenture unless otherwise specified
herein.

"Trading Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday, other than any day on which securities are not traded on the Nasdaq
National Market (or, if the Common Stock is not admitted to trading thereon, on
the principal national securities exchange on which the Common Stock is at that
time listed or admitted to trading).

"Transfer Restricted Notes" means Notes that bear or are required to
bear the legend set forth in Section 2.6 hereof.

"Trustee" means the party named as such in this Indenture until a
successor replaces it in accordance with the provisions of this Indenture and
thereafter means such successor.

"Trust Officer" means any officer within the corporate trust division
(or any successor group) of the Trustee or any other officer of the Trustee
customarily performing functions similar to those performed by the Persons who
at that time shall be such officers, and also means, with respect to a
particular corporate trust matter, any other officer of the Trustee to whom
such trust matter is referred because of his knowledge of and familiarity with
the particular subject.

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after the date of this Indenture that is designated concurrently with its
organization or acquisition as an Unrestricted Subsidiary by resolution of the
Board of Directors of the Company, (ii) any Subsidiary of any Unrestricted
Subsidiary and (iii) any Restricted Subsidiary of the Company that is
designated as an Unrestricted Subsidiary by resolution of the Board of
Directors of the Company, provided that (a) immediately after giving effect to
such designation, no Default or Event of Default shall have occurred and be
continuing, (b) any such designation shall be deemed, at the election of the
Company at the time of such designation, to be either (but not both) (x) the
making of a Restricted Payment at the time of such designation in an amount
equal to the Investment in such Subsidiary subject to the restrictions
contained in Section 4.12 or (y) the making of an Asset Sale at the time of
such designation in an amount equal to the Investment in such Subsidiary
subject to the restrictions contained in Section 4.20, and (c) such Subsidiary
or any of its Subsidiaries does not own any Capital Stock or Indebtedness of,
or own or hold any Lien on any property of, the Company or any other Subsidiary
of the Company that is not a Subsidiary of the Subsidiary to be so designated.
A Person may be designated as an Unrestricted Subsidiary only if and for so
long as such Person (i) has no Indebtedness other than Non- Recourse Debt; (ii)
is a Person with respect to which neither the Company nor any of its Restricted
Subsidiaries has any direct or indirect obligation (a) to subscribe for
additional Equity Interests or (b) to make any payment to maintain or preserve
such Person's financial condition or to cause such Person to achieve any
specified levels of operating results; and (iii) has not guaranteed or
otherwise directly or indirectly provided credit support for any Indebtedness
of the Company or any of its Restricted Subsidiaries. The Company shall
evidence any designation pursuant to clause (i) or (iii) of the first sentence
hereof to the Trustee by filing with the Trustee within 45 days of such
designation an Officers' Certificate certifying that such designation has been
made and, in the case of clause (iii) of the first sentence hereof, the related
election of the Company in respect thereof.

"U.S. Government Obligations" means direct non-callable obligations
of, or noncallable obligations guaranteed by, the United States of America for
the payment of which obligation or guarantee the full faith and credit of the
United States of America is pledged.

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<PAGE> 27
and the making of such payment, by (ii) the then outstanding principal amount
of such Indebtedness.

"Wholly Owned Subsidiary" of any Person means a Subsidiary of such
Person 100% of the outstanding Capital Stock or other ownership interests of
which (other than directors' qualifying shares) shall be at the time be
beneficially owned by such Person either directly or indirectly through Wholly
Owned Subsidiaries.

SECTION 1.2 Incorporation by Reference of TIA.

Whenever this Indenture refers to a provision of the TIA, such
provision is incorporated by reference in and made a part of this Indenture.
The following TIA terms used in this Indenture have the following meanings:

"indenture securities" means the Notes.

"indenture security holder" means a Holder or a Noteholder.

"indenture to be qualified" means this Indenture.

"indenture trustee" or "institutional trustee" means the Trustee.

"obligor" on the indenture securities means the Company and any other
obligor on the Notes.

All other TIA terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by SEC rule and not
otherwise defined herein have the meanings assigned to them thereby.

SECTION 1.3 Rules of Construction.

Unless the context otherwise requires:

(1) a term has the meaning assigned to it;

(2) an accounting term not otherwise defined has the meaning
assigned to it in accordance with GAAP;

(3) "or" is not exclusive;

(4) words in the singular include the plural, and words in the
plural include the singular;

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(5) provisions apply to successive events and transactions;

(6) "herein," "hereof" and other words of similar import refer to
this Indenture as a whole and not to any particular Article, Section or other
subdivision;

(7) references to Sections or Articles means reference to such
Section or Article in this Indenture, unless stated otherwise; and

(8) terms defined in this Article include the plural as well as
the singular.

ARTICLE II

THE NOTES

SECTION 2.1 Form and Dating.

The Notes and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit A hereto. The Notes may have notations,
legends or endorsements required by law, stock exchange rule or usage in
addition to those set forth in Exhibit A hereto. The Company shall approve the
form of the Notes and any notation, legend or endorsement on them. Each Note
shall be dated the date of its authentication. The Notes shall be in
denominations of $1,000 and integral multiples thereof.

The terms and provisions contained in the Notes shall constitute, and
are hereby expressly made, a part of this Indenture and the Company and the
Trustee, by their execution and delivery of this Indenture, expressly agree to
such terms and provisions and to be bound thereby.

(a) Global Notes. Notes offered and sold to QIBs in reliance on
Rule 144A and Institutional Accredited Investors who are not QIBs shall be
evidenced by one or more Global Notes, deposited with the Trustee, as custodian
for the Depositary, and registered in the name of the Depositary or a nominee
of the Depositary, duly executed by the Company and authenticated by the
Trustee as hereinafter provided. The aggregate principal amount of the Global
Notes may from time to time be increased or decreased by adjustments made on
the records of the Trustee, as custodian for the Depositary or its nominee, as
hereinafter provided.

Each Global Note shall represent such of the outstanding Notes as
shall be specified therein and each shall provide that it shall represent the
aggregate amount of outstanding Notes from time to time endorsed thereon and
that the aggregate amount of outstanding Notes represented thereby may from
time to time be reduced or increased, as appropriate, to reflect exchanges,
redemptions and transfers of interests therein in accordance with the terms of
this Indenture. Any endorsement of a Global Note to reflect the amount of any
increase or decrease

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<PAGE> 29
in the principal amount of outstanding Notes represented thereby shall be made
by the Trustee or Note Custodian, at the election of the Trustee, in accordance
with instructions given by the Holder thereof as required by Section 2.6
hereof.

Except as set forth in Section 2.6 hereof, the Global Notes may be
transferred, in whole and not in part, only to another nominee of the
Depositary or to a successor of the Depositary or its nominee.

(b) Book-Entry Provisions. This Section 2.1(b) shall apply only to
the Global Notes deposited with or on behalf of the Depositary.

The Company shall execute and the Trustee shall, in accordance with
Section 2.2, authenticate and deliver the Global Notes, which (i) shall be
registered in the name of the Depositary or the nominee of the Depositary and
(ii) shall be delivered by the Trustee to the Depositary pursuant to the
Depositary's instructions or held by the Trustee as custodian for the
Depositary.

Agent Members shall have no rights either under this Indenture with
respect to any Global Note held on their behalf by the Depositary or by the
Trustee as custodian for the Depositary or under such Global Note, and the
Depositary may be treated by the Company, the Trustee and any agent of the
Company or the Trustee as the absolute owner of such Global Note for all
purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Company, the Trustee or any agent of the Company or the Trustee
from giving effect to any written certification, proxy or other authorization
furnished by the Depositary or impair, as between the Depositary and its Agent
Members, the operation of customary practices of such Depositary governing the
exercise of the rights of an owner of a beneficial interest in any Global Note.

(c) Definitive Notes. Notes issued in certificated form shall be
substantially in the form of Exhibit A attached hereto (but without including
the text referred to in footnotes 1 and 3 thereto).

SECTION 2.2 Execution and Authentication.

Two Officers shall sign the Notes for the Company by manual or
facsimile signature. The Company's seal shall be impressed, affixed, imprinted
or reproduced on the Notes and may be in facsimile form.

If an Officer whose signature is on a Note no longer holds that office
at the time the Note is authenticated, the Note shall nevertheless be valid.

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<PAGE> 30
A Note shall not be valid until authenticated by the manual signature
of the Trustee. The signature shall be conclusive evidence that the Note has
been authenticated pursuant to the terms of this Indenture.

The Trustee shall, upon written order of the Company signed by two
Officers, authenticate Notes for original issue in the aggregate principal
amount of up to $200,000,000 in one or more series. The aggregate principal
amount of Notes outstanding at any time may not exceed $200,000,000 except as
provided in Section 2.8. As of the date of this Indenture, there shall be
issued, authenticated and outstanding not more than $120,000,000 aggregate
principal amount of Notes. The written order shall specify the amount of Notes
to be authenticated and the date on which the Notes are to be authenticated.

The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes. Unless otherwise provided in the appointment, an
authenticating agent may authenticate Notes whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as an
Agent to deal with the Company, any Affiliate of the Company, or any of their
respective Subsidiaries.

SECTION 2.3 Registrar and Paying Agent.

The Company shall maintain an office or agency, where Notes may be
presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent"). The
Registrar shall keep a register of the Notes and of their transfer and
exchange. The Company may have one or more co- Registrars and one or more
additional Paying Agents. The term "Registrar" includes any co-Registrars and
the term "Paying Agent" includes any additional Paying Agent. The Company or
any of its Restricted Subsidiaries may act as Paying Agent or Registrar.

The Company shall enter into an appropriate written agency agreement
with any Agent not a party to this Indenture, which agreement shall implement
the provisions of this Indenture that relate to Agent not a party to this
Indenture. The Company shall promptly notify the Trustee in writing of the name
and address of any such Agent. If the Company fails to maintain a Registrar or
Paying Agent, the Trustee shall act as such and shall be duly compensated
therefor in accordance with the Trustee's customary fees for providing such
service.

The Company may change any Paying Agent or Registrar without notice to
any Holder. The Company hereby initially appoints the Trustee as Registrar and
Paying Agent, and the Trustee hereby initially agrees so to act.

The Company initially appoints The Depository Trust Company ("DTC") to
act as Depositary with respect to the Global Notes.

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The Company initially appoints the Trustee to act as Note Custodian
with respect to the Global Notes.

SECTION 2.4 Paying Agent to Hold Assets in Trust.

The Company shall require each Paying Agent other than the Trustee to
agree in writing that each Paying Agent shall hold in trust for the benefit of
Holders and the Trustee all assets held by the Paying Agent for the payment of
principal, premium, interest or Liquidated Damages, if any, with respect to,
the Notes (whether such assets have been distributed to it by the Company or
any other obligor on the Notes), and shall notify the Trustee in writing of any
Default in making any such payment. If either of the Company or a Subsidiary of
the Company acts as Paying Agent, it shall segregate such assets and hold them
as a separate trust fund for the benefit of the Holders and the Trustee. The
Company at any time may require a Paying Agent to distribute all assets held by
it to the Trustee and account for any assets disbursed, and the Trustee may at
any time during the continuance of any payment Default, upon written request to
a Paying Agent, require such Paying Agent to distribute all assets held by it
to the Trustee and to account for any assets distributed. Upon distribution to
the Trustee of all assets that shall have been delivered by the Company to the
Paying Agent, the Paying Agent (if other than the Company or an Affiliate of
the Company) shall have no further liability for such assets.

SECTION 2.5 Noteholder Lists.

The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Holders and shall otherwise comply with Section 312(a) of the TIA. If the
Trustee is not the Registrar, the Company shall furnish to the Trustee at least
seven Business Days before each Interest Payment Date and at such other times
as the Trustee may request in writing a list in such form and as of such date
as the Trustee reasonably may require of the names and addresses of Holders
(which list may be conclusively relied upon by the Trustee) and the Company
shall otherwise comply with Section 312(a) of the TIA.

SECTION 2.6 Transfer and Exchange.

(a) Transfer and Exchange of Global Notes. The transfer and
exchange of Global Notes or beneficial interests therein shall be effected
through the Depositary, in accordance with this Indenture and the procedures of
the Depositary therefor, which shall include restrictions on transfer
comparable to those set forth herein to the extent required by the Securities
Act. Transfers of beneficial interests in the Global Notes to Persons required
to take delivery thereof in the form of an interest in another Global Note
shall be permitted as follows:

(i) 144A Global Note to Accredited Investor Global Note. If, at
any time, an owner of a beneficial interest in a 144A Global
Note deposited with the Depositary (or the Trustee as
custodian for the Depositary) wishes to transfer its
beneficial

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<PAGE> 32
interest in such 144A Global Note to a Person who is required
or permitted to take delivery thereof in the form of an
interest in an Accredited Investor Global Note, such owner
shall, subject to the applicable procedures of the Depositary,
exchange or cause the exchange of such interest for an
equivalent beneficial interest in an Accredited Investor
Global Note as provided in this Section 2.6(a)(i). Upon
receipt by the Trustee of (A) instructions given in accordance
with the applicable procedures of the Depositary, from the
Depositary directing the Trustee to credit or cause to be
credited a beneficial interest in the Accredited Investor
Global Note in an amount equal to the beneficial interest in
the 144A Global Note to be exchanged, and (B) a certificate
given by the owner of such beneficial interest stating that
the transfer of such interest has been made in compliance with
the transfer restrictions applicable to the Global Notes and
pursuant to and in accordance with the Securities Act, then
the Trustee, as Registrar, shall instruct the Depositary to
reduce or cause to be reduced the aggregate principal amount
at maturity of the applicable 144A Global Note and to increase
or cause to be increased the aggregate principal amount at
maturity of the applicable Accredited Investor Global Note by
the principal amount at maturity of the beneficial interest in
the 144A Global Note to be exchanged or transferred, to credit
or cause to be credited to the account of the Person specified
in such instructions, a beneficial interest in the Accredited
Investor Global Note equal to the reduction in the aggregate
principal amount at maturity of the 144A Global Note, and to
debit, or cause to be debited, from the account of the Person
making such exchange or transfer the beneficial interest in
the 144A Global Note that is being exchanged or transferred.

(ii) Accredited Investor Global Note to 144A Global Note. If, at
any time, an owner of a beneficial interest in an Accredited
Investor Global Note deposited with the Depositary or with the
Trustee as custodian for the Depositary wishes to transfer its
beneficial interest in such Accredited Investor Global Note to
a Person who is required or permitted to take delivery thereof
in the form of an interest in a 144A Global Note, such owner
shall, subject to the procedures of the Depositary, exchange
or cause the exchange of such interest for an equivalent
beneficial interest in a 144A Global Note as provided in this
Section 2.6(a)(ii). Upon receipt by the Trustee of (A)
instructions from the Depositary directing the Trustee, as
Registrar, to credit or cause to be credited a beneficial
interest in the 144A Global Note equal to the beneficial
interest in the Accredited Investor Global Note to be
exchanged and (B) a certificate given by the owner of such
beneficial interest stating that the Person transferring such
interest in an Accredited Investor Global Note reasonably
believes that the Person acquiring such interest in a 144A
Global Note is a QIB and is obtaining such beneficial interest
in a transaction meeting the requirements of Rule 144A, as
Registrar, shall instruct the Depositary to reduce or cause to
be reduced the aggregate principal amount at maturity of such
Accredited Investor Global Note and to increase or cause to be

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<PAGE> 33
increased the aggregate principal amount at maturity of the
applicable 144A Global Note by the principal amount at
maturity of the beneficial interest in the Accredited Investor
Global Note to be exchanged or transferred, and the Trustee,
as Registrar, shall instruct the Depositary, concurrently with
such reduction, to credit or cause to be credited to the
account of the Person specified in such instructions a
beneficial interest in the applicable 144A Global Note equal
to the reduction in the aggregate principal amount at maturity
of such Accredited Investor Global Note and to debit or cause
to be debited from the account of the Person making such
transfer the beneficial interest in the Accredited Investor
Global Note that is being exchanged or transferred.

(b) Transfer and Exchange of Definitive Notes. When Definitive
Notes are presented to the Registrar with a request to register the transfer of
such Definitive Notes, or to exchange such Definitive Notes for an equal
principal amount of Definitive Notes of other authorized denominations, the
Registrar shall register the transfer or make the exchange as requested only if
its reasonable requirements for such transaction are met; provided, however,
that the Definitive Notes surrendered for transfer or exchange:

(i) shall be duly endorsed or accompanied by a written
instrument of transfer in form reasonably satisfactory to the Company
and the Registrar, duly executed by the Holder thereof or his attorney
duly authorized in writing; and

(ii) in the case of a Definitive Note that is a Transfer
Restricted Note, shall be accompanied by the following additional
information and documents, as applicable:

(A) if such Definitive Note is being delivered to
the Registrar by a Holder for registration in the name of such
Holder, without transfer, a certification from such Holder to
that effect (in substantially the form set forth on the
reverse of the Note); or

(B) if such Definitive Note is being transferred
to a QIB in accordance with Rule 144A under the Securities
Act, a certification to that effect (in substantially the form
set forth on the reverse of the Note); or

(C) if such Definitive Note is being transferred
in accordance with Regulation S under the Securities Act, a
certification to that effect (in substantially the form set
forth on the reverse of the Note);

(D) if such Definitive Note is being transferred
to an Institutional Accredited Investor, a certification to
that effect (in substantially the form set forth on the
reverse of the Note) accompanied by a signed certificate in
the form of Exhibit B to this Indenture to the Trustee; or

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<PAGE> 34
(E) if such Definitive Note is being transferred
in reliance on another exemption from the registration
requirements of the Securities Act, a certification to that
effect (in substantially the form set forth on the reverse of
the Note) and if either the Trustee or the Company so
requests, an Opinion of Counsel satisfactory to the Company
and the Trustee to the effect that such transfer is in
compliance with the Securities Act.

(c) Restrictions on Transfer of a Definitive Note for a Beneficial
Interest in a Global Note. A Definitive Note may not be exchanged for a
beneficial interest in a Global Note except upon satisfaction of the
requirements set forth below. Upon receipt by the Trustee of a Definitive Note,
duly endorsed or accompanied by appropriate instruments of transfer in form
reasonably satisfactory to the Company and the Trustee and the Registrar, duly
executed by the Holder thereof or his attorney duly authorized in writing,
together with:

(i) if such Definitive Note is a Transfer Restricted
Note, certification, substantially in the form set forth on the
reverse of the Note, that such Definitive Note is being transferred
(x) to a QIB in accordance with Rule 144A under the Securities Act or
(y) to an Institutional Accredited Investor in accordance with
applicable provisions and regulations under the Securities Act; and

(ii) whether or not such Definitive Note is a Transfer
Restricted Note, written instructions directing the Trustee to make,
or to direct the Note Custodian to make, an endorsement on the
applicable Global Note to reflect an increase in the aggregate
principal amount of the Notes represented by the applicable Global
Note;

then the Trustee shall cancel such Definitive Note and cause, or direct the
Note Custodian to cause, in accordance with the standing instructions and
procedures existing between the Depositary and the Note Custodian, the
aggregate principal amount of Notes represented by the appropriate Global Note
to be increased accordingly. If no Global Notes are then outstanding, the
Company shall issue and the Trustee shall authenticate an appropriate new
Global Note in the appropriate principal amount.

(d) Transfer of a Beneficial Interest in a Global Note for a
Definitive Note.

(i) Upon receipt by the Trustee of written instructions
or such other form of instructions as is customary for the Depositary
from the Depositary or its nominee on behalf of any Person having a
beneficial interest in a Global Note and upon receipt by the Trustee
of a written order or such other form of instructions as is customary
for the Depositary or the Person designated by the Depositary as
having such a beneficial interest in a Transfer Restricted Note only,
the following additional information and documents (all of which may
be submitted by facsimile):

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<PAGE> 35
(A) if such beneficial interest is being
transferred to the Person designated by the Depositary as
being the beneficial owner, a certification from such person
to that effect (in substantially the form set forth on the
reverse of the Note); or

(B) if such beneficial interest is being
transferred to a QIB in accordance with Rule 144A under the
Securities Act, a certification to that effect from the
transferor (in substantially the form set forth on the reverse
of the Note); or

(C) if such beneficial interest is being
transferred in accordance with Regulation S under the
Securities Act, a certification to that effect (in
substantially the form set forth on the reverse of the Note);

(D) if such beneficial interest is being
transferred to an Institutional Accredited Investor, a
certification to that effect (in substantially the form set
forth on the reverse of the Note) accompanied by a signed
certificate in the form of Exhibit B to this Indenture to the
Trustee; or

(E) if such beneficial interest is being
transferred in reliance on another exemption from the
registration requirements of the Securities Act, a
certification to that effect from the transferee or transferor
(in substantially the form set forth on the reverse of the
Note) and if either the Trustee or the Company so requests, an
Opinion of Counsel satisfactory to the Company and the Trustee
to the effect that such transfer is in compliance with the
Securities Act;

then the Trustee or the Note Custodian, at the direction of the Trustee, will
cause, in accordance with the standing instructions and procedures existing
between the Depositary and the Note Custodian, the aggregate principal amount
of the applicable Global Note to be reduced and, following such reduction, the
Company will execute and, upon receipt of an authentication order in the form
of an Officers' Certificate, the Trustee will authenticate and deliver to the
transferee a Definitive Note.

(ii) Definitive Notes issued in exchange for a beneficial
interest in a Global Note pursuant to subsection (a) this Section 2.6
shall be registered in such names and in such authorized denominations
as the Depositary, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The
Trustee shall deliver such Definitive Notes to the persons in whose
names such Notes are so registered.

(e) Restrictions on Transfer and Exchange of Global Notes.
Notwithstanding any other provisions of this Indenture (other than the
provisions set forth in subsection (g) of this Section 2.6), a Global Note may
not be transferred as a whole except by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another

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<PAGE> 36
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.

(f) Authentication of Definitive Notes in Absence of Depositary.
If at any time:

(i) the Depositary for the Notes notifies the Company and
the Company notifies the Trustee in writing that the Depositary is no
longer willing or able to continue as Depositary for the Global Notes
and a successor Depositary for the Global Notes is not appointed by
the Company within 90 days after delivery of such notice; or

(ii) the Company, in its sole discretion, notifies the
Trustee in writing that it elects to cause all Notes under this
Indenture to be in the form of Definitive Notes;

then the Company will execute, and the Trustee, upon receipt of an Officers'
Certificate requesting the authentication and delivery of Definitive Notes,
will authenticate and deliver Definitive Notes, in an aggregate principal
amount equal to the principal amount of the Global Notes in exchange for such
Global Notes.

(g) Legends.

(i) Except as permitted by the following paragraph (ii),
each Note certificate evidencing the Global Notes and the Definitive
Notes (and all Notes issued in exchange therefor or substitution
thereof) shall bear a legend in substantially the following form:

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<PAGE> 37
MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT,
(c) OUTSIDE THE UNITED STATES TO A NON-UNITED STATES PERSON IN
A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE
SECURITIES ACT OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND
BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS),
(2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY
PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE
RESALE RESTRICTIONS SET FORTH IN (A) ABOVE."

(ii) Upon any sale, transfer or exchange of a Transfer
Restricted Note (including any Transfer Restricted Note represented by
a Global Note) pursuant to Rule 144 under the Securities Act or an
effective registration statement under the Securities Act:

(A) in the case of any Transfer Restricted Note
that is a Definitive Note or that is represented by a Global
Note, the Registrar shall permit the Holder thereof to
exchange such Transfer Restricted Note for a Definitive Note
that does not bear the legend set forth above and rescind any
restriction on the transfer of such Transfer Restricted Note
(1) in the case of a sale or transfer pursuant to Rule 144
under the Securities Act, after delivery of a customary
Opinion of Counsel satisfactory to the Company and the Trustee
to the effect that such transfer is in compliance with the
Securities Act or (2) in the case of a sale or transfer
pursuant to an effective registration statement under the
Securities Act; and

(B) any such Transfer Restricted Note represented
by a Global Note shall be subject to the provisions of
subsection (a) and subsection (e) of this Section 2.6 hereof,
and the legend set forth above may be removed from such Global
Note if so directed by the Company.

(h) Cancellation and/or Adjustment of Global Note. At such time as
all beneficial interests in a Global Note have either been exchanged for
Definitive Notes, redeemed,

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<PAGE> 38
repurchased or cancelled, such Global Note shall be returned to or retained and
cancelled by the Trustee. At any time prior to such cancellation, if any
beneficial interest in a Global Note is exchanged for Definitive Notes,
redeemed, repurchased or cancelled, the principal amount of Notes represented
by such Global Note shall be reduced and an endorsement shall be made on such
Global Note, by the Trustee or the Note Custodian, at the direction of the
Trustee, to reflect such reduction.

(i) Obligations with respect to Transfers and Exchanges
of Definitive Note and Global Notes.

(i) To permit registrations of transfers and exchanges,
the Company shall execute and the Trustee shall authenticate
Definitive Notes and Global Notes at the Registrar's request.

(ii) No service charge shall be made for any registration
of transfer or exchange, but the Company may require payment of a sum
sufficient to cover any transfer tax, assessments, or similar
governmental charge payable in connection therewith (other than any
such transfer taxes, assessments, or similar governmental charge
payable upon exchanges or transfers pursuant to Sections 3.8, 4.20,
4.21 or 9.5).

(iii) The Registrar shall not be required to register the
transfer of or exchange of any Note selected for redemption in whole
or in part, except the unredeemed portion of any Note being redeemed
in part.

SECTION 2.7 Replacement Notes.

If a mutilated Note is surrendered to the Trustee or if the Holder of
a Note claims and submits an affidavit or other evidence, satisfactory to the
Trustee, to the Trustee to the effect that the Note has been lost, destroyed or
wrongfully taken, the Company shall issue and the Trustee shall authenticate a
replacement Note if the Trustee's requirements are met. If required by the
Trustee or the Company, such Holder must provide an indemnity bond or other
indemnity, sufficient in the judgment of both the Company and the Trustee, to
protect the Company, the Trustee or any agent from any loss which any of them
may suffer if a Note is replaced. The Company may charge such Holder for its
reasonable, out-of-pocket expenses in replacing a Note.

In case any such mutilated, destroyed, lost or stolen Note has become
or is about to become due and payable, the Company in its discretion, may,
instead of issuing a new Note, pay such Note, upon satisfaction of the
conditions set forth in the preceding paragraph.

Every new Note issued pursuant to this Section 2.7 in lieu of any
mutilated, destroyed, lost or stolen Note shall constitute an original
additional contractual obligation of the Company, whether or not the mutilated,
destroyed, lost or stolen Note shall be at any time enforceable by

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<PAGE> 39
anyone, and such new Note shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Notes duly issued
hereunder.

The provisions of this Section 2.7 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies of any Holder with respect
to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

SECTION 2.8 Outstanding Notes.

Notes outstanding at any time are all the Notes that have been
authenticated by the Trustee (including any Note represented by a Global Note)
except those cancelled by it, those delivered to it for cancellation, those
reductions in the interest in a Global Note effected by the Trustee hereunder
and those described in this Section 2.8 as not outstanding. A Note does not
cease to be outstanding because the Company or an Affiliate of the Company
holds the Note, except as provided in Section 2.9.

If a Note is replaced pursuant to Section 2.7 (other than a mutilated
Note surrendered for replacement), it ceases to be outstanding unless the
Trustee receives proof satisfactory to it that the replaced Note is held by a
bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender
of such Note and replacement thereof pursuant to Section 2.7.

If on a Redemption Date the Paying Agent (other than the Company or an
Affiliate of the Company) holds Cash or U.S. Government Obligations sufficient
to pay all of the principal and interest due on the Notes payable on that date
in accordance with Section 3.6 hereof and payment of the Notes called for
redemption is not otherwise prohibited pursuant to Article XII hereof or
otherwise, then on and after that date such Notes cease to be outstanding and
interest on them ceases to accrue.

SECTION 2.9 Treasury Notes.

In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, amendment, supplement, waiver or
consent, Notes owned by the Company or an Affiliate of the Company shall be
disregarded, except that, for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, amendment, supplement,
waiver or consent, only Notes that the Trustee knows are so owned shall be
disregarded. The Trustee may require an Officer's Certificate listing Notes
owned by the Company, a subsidiary of the Company or an Affiliate of the
Company.

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SECTION 2.10 Temporary Notes.

Until definitive Notes are ready for delivery, the Company may prepare
and, upon written order of the Company specifying the amount of Temporary Notes
and date on which the Temporary Notes are to be authenticated, the Trustee
shall authenticate temporary Notes. Temporary Notes shall be substantially in
the form of definitive Notes but may have variations that the Company
reasonably and in good faith considers appropriate for temporary Notes. Without
unreasonable delay, the Company shall prepare and the Trustee shall
authenticate definitive Notes in exchange for temporary Notes. Until so
exchanged, the temporary Notes shall in all respects be entitled to the same
benefits under this Indenture as permanent Notes authenticated and delivered
hereunder.

SECTION 2.11 Cancellation.

The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Notes surrendered to them for transfer, exchange or payment. The Trustee,
or at the direction of the Trustee, the Registrar or the Paying Agent (other
than the Company or an Affiliate of the Company), and no one else, shall cancel
and, at the written direction of the Company, shall dispose of all Notes
surrendered for transfer, exchange, payment or cancellation. Subject to Section
2.7 and the Registered Exchange Offer, the Company may not issue new Notes to
replace Notes that have been paid or delivered to the Trustee for cancellation.
No Notes shall be authenticated in lieu of or in exchange for any Notes
cancelled as provided in this Section 2.11, except as expressly permitted in
the form of Notes and as permitted by this Indenture.

SECTION 2.12 Defaulted Interest.

Interest on any Note which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the person in whose
name that Note (or one or more predecessor Notes) is registered at the close of
business on the Record Date for such interest.

Any interest on any Note which is payable, but is not punctually paid
or duly provided for, on any Interest Payment Date plus, to the extent lawful,
interest payable on the defaulted interest at the same rate per annum borne by
the Notes (collectively, herein called "Defaulted Interest") shall forthwith
cease to be payable to the registered Holder on the relevant Record Date, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in clause (1) or (2) below:

(1) The Company may elect to make payment of any
Defaulted Interest to the persons in whose names the Notes (or their
respective predecessor Notes) are registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest,
which shall be fixed in the following manner. The Company shall notify
the Trustee in writing of the amount of Defaulted Interest proposed to
be paid on each Note

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<PAGE> 41
and the date of the proposed payment, and at the same time the Company
shall deposit with the Trustee an amount of Cash equal to the
aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for
such deposit prior to the date of the proposed payment, such Cash when
deposited to be held in trust for the benefit of the persons entitled
to such Defaulted Interest as provided in this clause (1). Thereupon
the Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than 15 days and not less
than 10 days prior to the date of the proposed payment and not less
than 10 days after the receipt by the Trustee of the notice of the
proposed payment. The Trustee shall promptly notify the Company of
such Special Record Date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to each Holder at his address as it
appears in the Note register not less than 10 days prior to such
Special Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been mailed as
aforesaid, such Defaulted Interest shall be paid to the persons in
whose names the Notes (or their respective predecessor Notes) are
registered on such Special Record Date and shall no longer be payable
pursuant to the following clause (2).

(2) The Company may make payment of any Defaulted
Interest in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Notes may be
listed, and upon such notice as may be required by such exchange, if,
after notice given by the Company to the Trustee of the proposed
payment pursuant to this clause, such manner shall be deemed
practicable by the Trustee.

Subject to the foregoing provisions of this Section 2.12, each Note
delivered under this Indenture upon transfer of or in exchange for or in lieu
of any other Note shall carry the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Note.

SECTION 2.13 Persons Deemed Owners.

The Company, the Trustee, any Paying Agent and any authenticating
agent may treat the Person in whose name any Note is registered as the owner of
such Note for the purpose of receiving payments of principal of, premium, if
any, or interest on such Note and for all other purposes. None of the Company,
the Trustee, any Paying Agent or any authenticating agent shall be affected by
any notice to the contrary.

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ARTICLE III

REDEMPTION

SECTION 3.1 Right of Redemption.

Redemption of Notes, as permitted by any provision of this Indenture,
shall be made in accordance with Paragraph 5 of the Notes and this Article III.

SECTION 3.2 Notices to Trustee.

If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.8 hereof and Paragraph 5 of the Notes, it
shall notify the Trustee in an Officer's Certificate of the Redemption Date,
the Redemption Price, the principal amount of Notes to be redeemed and stating
that the redemption will comply with the conditions contained herein and
whether it wants the Trustee to give notice of redemption to the Holders.

If the Company elects to reduce the principal amount of Notes to be
redeemed pursuant to Section 3.8 hereof and Paragraph 5 of the Notes by
crediting against any such redemption Notes it has not previously delivered to
the Trustee for cancellation, it shall so notify the Trustee of the amount of
the reduction and deliver such Notes with such notice.

The Company shall give each notice to the Trustee provided for in this
Section 3.2 at least 45 days before the Redemption Date (unless a shorter
notice shall be satisfactory to the Trustee). Any such notice may be cancelled
at any time prior to notice of such redemption being mailed to any Holder and
shall thereby be void and of no effect.

SECTION 3.3 Selection of Notes to Be Redeemed.

If less than all of the Notes are to be redeemed at any time, the
Trustee shall select the Notes to be redeemed in such manner as complies with
any applicable depositary, legal and national securities exchange or automated
quotation system if any, on which the Notes are listed or, if the Notes are not
so listed, requirements, on a pro rata basis, by lot or by such other method as
the Trustee shall determine to be fair and appropriate, provided that no Notes
of $1,000 principal amount or less shall be redeemed in part.

The Trustee shall make the selection from the Notes outstanding and
not previously called for redemption and shall promptly notify the Company in
writing of the Notes selected for redemption and, in the case of any Note
selected for partial redemption, the principal amount thereof to be redeemed.
The Trustee may select for redemption portions (equal to $1,000 or any integral
multiple thereof) of the principal of Notes that have denominations larger than
$1,000. Provisions of this Indenture that apply to Notes called for redemption
also apply to portions of Notes called for redemption.

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SECTION 3.4 Notice of Redemption.

At least 30 days but not more than 60 days before a Redemption Date,
the Company shall send a notice of redemption to the Trustee and to each
Holder, by first class mail, whose Notes are to be redeemed. At the Company's
request, the Trustee shall give the notice of redemption in the Company's name
and at the Company's expense. Each notice for redemption shall identify the
Notes to be redeemed and shall state:

(1) the Redemption Date;

(2) the Redemption Price, including the amount of accrued
and unpaid interest and Liquidated Damages, if any, to be paid upon
such redemption;

(3) the name, address and telephone number of the Paying
Agent;

(4) that Notes called for redemption must be surrendered
to the Paying Agent at the address specified in such notice to collect
the Redemption Price;

(5) that, unless (a) the Company defaults in its
obligation to deposit Cash with the Paying Agent in accordance with
Section 3.6 hereof or (b) such redemption payment is prohibited
pursuant to Article XII hereof or otherwise, Notes called for
redemption cease to accrue interest and Liquidated Damages, if any, on
and after the Redemption Date, and the only remaining right of the
Holders of such Notes is to receive payment of the Redemption Price,
including accrued and unpaid interest and Liquidated Damages, if any,
thereon to, but excluding, the Redemption Date, upon surrender to the
Paying Agent of the Notes called for redemption and to be redeemed;

(6) if any Note is being redeemed in part, the portion of
the principal amount, equal to $1,000 or any integral multiple
thereof, of such Note to be redeemed and that, after the Redemption
Date, and upon surrender of such Note, a new Note or Notes in
aggregate principal amount equal to the unredeemed portion thereof
will be issued;

(7) if less than all the Notes are to be redeemed, the
identification of the particular Notes (or portion thereof) to be
redeemed, as well as the aggregate principal amount of such Notes to
be redeemed and the aggregate principal amount of Notes to be
outstanding after such partial redemption;

(8) the CUSIP number of the Notes to be redeemed; and

(9) that the notice is being sent pursuant to this
Section 3.4 and pursuant to the redemption provisions of Paragraph 5
of the Notes.

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SECTION 3.5 Effect of Notice of Redemption.

Once notice of redemption is mailed in accordance with Section 3.4,
Notes called for redemption become due and payable on the Redemption Date and
at the Redemption Price, including accrued and unpaid interest and Liquidated
Damages, if any, to the Redemption Date. Upon surrender to the Trustee or
Paying Agent, such Notes called for redemption shall be paid at the Redemption
Price, including accrued and unpaid interest and Liquidated Damages, if any,
to, but excluding, the Redemption Date; provided that if the Redemption Date is
after a regular Record Date and on or prior to the corresponding Interest
Payment Date, the accrued interest and Liquidated Damages, if any, shall be
payable to the Holder of the redeemed Notes registered on the relevant Record
Date; and provided, further, that if a Redemption Date is a Legal Holiday,
payment shall be made on the next succeeding Business Day and no interest or
Liquidated Damages shall accrue for the period from such Redemption Date to
such succeeding Business Day.

SECTION 3.6 Deposit of Redemption Price.

On or prior to the Redemption Date, the Company shall deposit with the
Paying Agent (other than the Company or an Affiliate of the Company) Cash
sufficient to pay the Redemption Price of, including accrued and unpaid
interest on, and Liquidated Damages with respect to, all Notes to be redeemed
on such Redemption Date (other than Notes or portions thereof called for
redemption on that date that have been delivered by the Company to the Trustee
for cancellation). The Paying Agent shall promptly return to the Company any
Cash so deposited which is not required for that purpose upon the written
request of the Company.

If the Company complies with the preceding paragraph and the other
provisions of this Article III and payment of the Notes called for redemption
is not prohibited under Article XII or otherwise, interest and Liquidated
Damages on the Notes to be redeemed will cease to accrue on and after the
applicable Redemption Date, whether or not such Notes are presented for
payment. Notwithstanding anything herein to the contrary, if any Note
surrendered for redemption in the manner provided in the Notes shall not be so
paid upon surrender for redemption because of the failure of the Company to
comply with the preceding paragraph, Liquidated Damages shall continue to
accrue and be paid from the Redemption Date if so required pursuant to Section
3 of the Registration Rights Agreement and interest shall continue to accrue
and be paid from the Redemption Date until such payment is made on the unpaid
principal, and, to the extent lawful, on any interest not paid on such unpaid
principal, in each case at the rate and in the manner provided in Section 4.1
hereof and the Note.

SECTION 3.7 Notes Redeemed in Part.

Upon surrender of a Note that is to be redeemed in part, the Company
shall execute and the Trustee shall authenticate and deliver to the Holder,
without service charge to the Holder, a

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<PAGE> 45
new Note or Notes equal in principal amount to the unredeemed portion of the
Note surrendered.

SECTION 3.8 Optional Redemption.

(a) The Company will not have the right to redeem any Notes prior
to April 15, 2002.

(b) Notwithstanding the foregoing, on or prior to April 15, 2000,
the Company will have the right to redeem, at its option, at any time or from
time to time up to 35% of the aggregate original principal amount of the Notes
(including, for this purpose, all series of notes issued under this Indenture)
issued at a redemption price equal to 111.25% of the principal amount thereof,
plus accrued and unpaid interest and Liquidated Damages, if any, thereon to,
but excluding, the Redemption Date, with the net cash proceeds of one or more
Public Equity Offerings; provided, however, that at least $78,000,000 in
aggregate principal amount of Notes remains outstanding following each such
redemption; provided, further, that notice of such redemption shall be given
not later than 30 days, and such redemption shall occur not later than 60 days,
after the date of closing of any such Public Equity Offering.

(c) On or after April 15, 2002, the Company will have the right to
redeem all or any part of the Notes at the Redemption Prices specified in
Paragraph 5 of the Notes under the caption "Redemption," in each case including
accrued and unpaid interest and Liquidated Damages, if any, to the Redemption
Date.

SECTION 3.9 Mandatory Redemption.

Except as set forth under Sections 4.20 and 4.21 hereof, the Company
shall not be required to make mandatory redemption payments with respect to the
Notes.

ARTICLE IV

COVENANTS

SECTION 4.1 Payment of Notes.

The Company shall pay the principal of, interest on, and Liquidated
Damages with respect to, the Notes on the dates and in the manner provided in
the Notes and the Registration Rights Agreement, as applicable. An installment
of principal of, interest on, or Liquidated Damages with respect to, the Notes
shall be considered paid on the date it is due if the Trustee or Paying Agent
(other than the Company or an Affiliate of the Company) holds for the benefit
of the Holders, on or before 10:00 a.m. New York City time on that date, Cash
deposited and designated for and sufficient to pay the installment.

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The Company shall pay interest on overdue principal and on overdue
installments of interest at the rate specified in the Notes compounded
semi-annually, to the extent lawful.

SECTION 4.2 Maintenance of Office or Agency.

The Company shall maintain in the Borough of Manhattan, The City of
New York, an office or agency where Notes may be presented or surrendered for
payment, where Notes may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Notes and this Indenture may be served. The Company shall give prompt written
notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the address of the Trustee set forth in Section 14.2.

The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in the
Borough of Manhattan, The City of New York, for such purposes. The Company
shall give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or
agency. The Company hereby initially designates the corporate trust office of
the Trustee as such office.

SECTION 4.3 Corporate Existence.

Subject to Article V, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence and the corporate or other existence of each of its Subsidiaries in
accordance with the respective organizational documents of each of them and the
rights (charter and statutory) and corporate franchises of the Company and each
of its Subsidiaries; provided, however, that the Company shall not be required
to preserve, with respect to itself, any right or franchise, and with respect
to any of its Subsidiaries, any such existence, right or franchise, if (a) the
Company shall, in good faith, reasonably determine that the preservation
thereof is no longer desirable in the conduct of the business of such entity
and (b) the loss thereof is not disadvantageous in any material respect to the
Holders.

SECTION 4.4 Payment of Taxes and Other Claims.

Except with respect to immaterial items, the Company shall, and shall
cause each of its Subsidiaries to, pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (i) all taxes, assessments
and governmental charges (including withholding taxes and any penalties,
interest and additions to taxes) levied or imposed upon the Company or any of
its Subsidiaries or any of their respective properties and assets and (ii) all
lawful claims,

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whether for labor, materials, supplies, services or anything else, which have
become due and payable and which by law have or may become a Lien upon the
property and assets of the Company or any of its Subsidiaries; provided,
however, that neither the Company nor any Subsidiary shall be required to pay
or discharge or cause to be paid or discharged any such tax, assessment, charge
or claim whose amount, applicability or validity is being contested in good
faith by appropriate proceedings and for which disputed amounts adequate
reserves have been established in accordance with GAAP.

SECTION 4.5 Maintenance of Properties and Insurance.

The Company shall cause all material properties used or useful to the
conduct of its business and the business of each of its Subsidiaries to be
maintained and kept in good condition, repair and working order (reasonable
wear and tear excepted) and supplied with all necessary equipment and shall
cause to be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in its reasonable good faith judgment may be
necessary, so that the business carried on in connection therewith may be
properly conducted at all times; provided, however, that nothing in this
Section 4.5 shall prevent the Company or any Subsidiary from discontinuing any
operation or maintenance of any of such properties, or disposing of any of
them, if such discontinuance or disposal is (a), in the judgment of the
Company, desirable in the conduct of the business of such entity and (b) not
disadvantageous in any material respect to the Holders.

The Company shall provide, or cause to be provided, for itself and
each of its Subsidiaries, insurance (including appropriate self-insurance)
against loss or damage of the kinds that, in the reasonable, good faith
judgment of the Company is adequate and appropriate for the conduct of the
business of the Company and such Subsidiaries in a prudent manner, with (except
for self-insurance) reputable insurers or with the government of the United
States of America or an agency or instrumentality thereof, in such amounts,
with such deductibles, and by such methods as shall be customary, in the
reasonable, good faith judgment of the Company and adequate and appropriate for
the conduct of the business of the Company and such Subsidiaries in a prudent
manner for entities similarly situated in the industry, unless failure to
provide such insurance (together with all other such failures) would not have a
material adverse effect on the financial condition or results of operations of
the Company or such Subsidiary.

SECTION 4.6 Compliance Certificate; Notice of Default.

(a) The Company shall deliver to the Trustee within 120 days after
the end of its fiscal year an Officers' Certificate complying with Section
314(a)(4) of the TIA and stating that a review of its activities and the
activities of its Subsidiaries during the preceding fiscal year has been made
under the supervision of the signing Officers with a view to determining
whether the Company has kept, observed, performed and fulfilled its obligations
under this Indenture and further stating, as to each such Officer signing such
certificate, whether or not the signer knows of any failure by the Company or
any Subsidiary of the Company to comply with any conditions

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or covenants in this Indenture and, if such signor does know of such a failure
to comply, the certificate shall describe such failure with particularity. The
Officers' Certificate shall also notify the Trustee should the relevant fiscal
year end on any date other than the current fiscal year end date.

(b) The Company shall, so long as any of the Notes are
outstanding, deliver to the Trustee, promptly upon becoming aware of any
Default, Event of Default or fact which would prohibit the making of any
payment to or by the Trustee in respect of the Notes, an Officers' Certificate
specifying such Default, Event of Default or fact and what action the Company
is taking or proposes to take with respect thereto. The Trustee shall not be
deemed to have knowledge of any Default, any Event of Default or any such fact
unless one of its Trust Officers receives notice thereof from the Company or
any of the Holders.

SECTION 4.7 Reports.

Whether or not the Company is subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act, the Company shall deliver to the
Trustee and to each Holder and to prospective purchasers of Notes identified to
the Company by an Initial Purchaser, within 15 days after it is or would have
been required to file such with the SEC, annual and quarterly consolidated
financial statements substantially equivalent to financial statements that
would have been included in reports filed with the SEC if the Company was
subject to the requirements of Section 13 or 15(d) of the Exchange Act,
including, with respect to annual information only, a report thereon by the
Company's certified independent public accountants as such would be required in
such reports to the SEC and, in each case, together with a management's
discussion and analysis of financial condition and results of operations which
would be so required.

SECTION 4.8 Limitation on Status as Investment Company.

Neither the Company nor any of its Subsidiaries shall become an
"investment company" (as that term is defined in the Investment Company Act of
1940, as amended), or otherwise become subject to regulation under the
Investment Company Act.

SECTION 4.9 Waiver of Stay, Extension or Usury Laws.

The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law or any usury law
or other law which would prohibit or forgive the Company from paying all or any
portion of the principal of, premium of, interest on, or Liquidated Damages
with respect to, the Notes as contemplated herein, wherever enacted, now or at
any time hereafter in force, or which may affect the covenants or the
performance of this Indenture; and (to the extent that it may lawfully do so)
the Company hereby expressly waives all benefit or advantage of any such law,
and covenants that it will not hinder, delay or impede

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the execution of any power herein granted to the Trustee, but will suffer and
permit the execution of every such power as though no such law had been
enacted.

SECTION 4.10 Rule 144A Information Requirement.

If at any time there are Transfer Restricted Notes outstanding and the
Company shall cease to have a class of equity securities registered under
Section 12(g) of the Exchange Act or shall cease to be subject to Section 15(d)
of the Exchange Act, the Company shall furnish to the Holders or beneficial
holders of the Notes and prospective purchasers of Notes designated by the
Holders of Transfer Restricted Notes, upon their request, the information
required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act
until such time as the Shelf Registration Statement has become effective under
the Securities Act. The Company shall also furnish such information during the
pendency of any suspension of effectiveness of the Shelf Registration
Statement.

SECTION 4.11 Limitation on the Incurrence of Indebtedness and
Issuance of Disqualified Stock.

The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume,
guarantee or otherwise become directly or indirectly liable with respect to
(collectively, "incur" and, correlatively, "incurred" and "incurrence") any
Indebtedness (including, without limitation, Acquired Debt), and the Company
shall not issue any Disqualified Stock and shall not permit any of its
Restricted Subsidiaries to issue any preferred stock; provided, however, that
the Company and its Subsidiaries may incur Indebtedness (including Acquired
Indebtedness) if the Fixed Charge Coverage Ratio for the Company's most
recently ended four full fiscal quarters for which internal financial
statements are available immediately preceding the date on which such
additional Indebtedness is incurred, determined on a pro forma basis in
accordance with Article 11 of Regulation S-X under the Securities Act, or any
successor provision, as if the additional Indebtedness had been incurred at the
beginning of such four-quarter period, would have been greater than 2.00 to
1.00.

The foregoing limitations will not apply to:

(i) Indebtedness incurred by the Company under the Credit
Facility in an aggregate principal amount not to exceed the Borrowing
Base Amount;

(ii) additional Indebtedness incurred by the Company in
respect of Capital Lease Obligations or Purchase Money Obligations in
an aggregate principal amount not to exceed $10,000,000 at any time
outstanding;

(iii) Existing Indebtedness outstanding on the date of this
Indenture;

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(iv) Indebtedness represented by the Notes and this
Indenture;

(viii) the incurrence by the Company of Indebtedness issued
in exchange for, or the proceeds of which are used to extend,
refinance, renew, replace, defease or refund Indebtedness incurred
pursuant to the Fixed Charge Coverage Ratio test set forth in the
first paragraph of this covenant or pursuant to clauses (iii) or (iv)
of this covenant in whole or in part (the "Refinancing Indebtedness");
provided, however, that (A) the aggregate principal amount of such
Refinancing Indebtedness shall not exceed the aggregate principal
amount of Indebtedness so extended, refinanced, renewed, replaced,
defeased or refunded; (B) the Refinancing Indebtedness shall have a
Weighted Average Life to Maturity equal to or greater than the
Weighted Average Life to Maturity of the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded; (C) if the
Indebtedness being extended, refinanced, renewed, replaced, defeased
or refunded is pari passu with or subordinated in right of payment to
the Notes, the Refinancing Indebtedness shall be pari passu with or
subordinated, as the case may be, in right of payment to the Notes on
terms at least as favorable to the Holders of Notes as those contained
in the documentation governing the Indebtedness being extended,
refinanced,

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renewed, replaced, defeased or refunded (any such extension,
refinancing, renewal, replacement, defeasance or refunding being
referred to as a "Permitted Refinancing").

SECTION 4.12 Limitation on Restricted Payments.

(a) The Company shall not, and shall not permit any of
its Restricted Subsidiaries to, directly or indirectly:

(i) declare or pay any dividend or make any
distribution on account of Equity Interests, other than

(x) dividends or distributions payable
in Equity Interests (other than Disqualified Stock) of the
Company or

(y) dividends or distributions payable
to the Company or a Wholly Owned Subsidiary of the Company
that is a Restricted Subsidiary;

(ii) purchase, redeem or otherwise acquire or
retire for value any Equity Interests of the Company or any Affiliate
of the Company (other than any such Equity Interests owned by the
Company or a Wholly Owned Subsidiary of the Company that is a
Restricted Subsidiary);

(iii) purchase, redeem, repay, defease or otherwise
acquire or retire for value any Indebtedness that is subordinated in
right of payment to the Notes;

(iv) make any Investment (other than a Permitted
Investment); or

(v) make any payment of any amount currently
recorded by the Company as payable to Holding in respect of the
undistributed merger consideration relating to the Recapitalization
(all such payments and other actions set forth in clauses (i) through
(v) above being collectively referred to as "Restricted Payments");

unless, at the time of and after giving effect to such Restricted Payment:

(A) no Default or Event of Default shall have occurred and be
continuing or would occur as a consequence thereof;

(B) the Company would, at the time of such Restricted Payment and
after giving pro forma effect thereto as if such Restricted Payment had been
made at the beginning of the applicable four-quarter period, have been
permitted to incur at least $1.00 of additional Indebtedness pursuant to the
Fixed Charge Coverage Ratio test set forth in Section 4.11; and

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(C) such Restricted Payment (the amount of any such payment, if
other than cash, to be determined in good faith by the Board of Directors,
whose determination shall be conclusive and evidenced by a resolution in an
Officers' Certificate delivered to the Trustee), together with the aggregate of
all other Restricted Payments made by the Company and its Restricted
Subsidiaries after the date of this Indenture (including Restricted Payments
permitted by the next succeeding paragraph, except as set forth therein), shall
not exceed the sum of (w) 50% of the Consolidated Net Income of the Company for
the period (taken as one accounting period) commencing on the first day of the
Company's second fiscal quarter in fiscal year 1997 and ending on the last day
of the Company's most recently ended fiscal quarter for which internal
financial statements are available at the time of such Restricted Payment (or,
if such Consolidated Net Income for such period is a deficit, 100% of such
deficit as a negative number), plus (x) 100% of the aggregate net cash proceeds
received by the Company from the issuance or sale since the date of initial
issuance of the Notes of Equity Interests of the Company or of debt securities
of the Company that have been converted into such Equity Interests (other than
Equity Interests (or convertible debt securities) sold to a Subsidiary of the
Company and other than Disqualified Stock or debt securities that have been
converted into Disqualified Stock), plus (y) the aggregate cash received by the
Company as capital contributions to the Company after the date of initial
issuance of the Notes (other than from a Subsidiary), plus (z) any cash
received by the Company after the date of initial issuance of the Notes as a
dividend or distribution from any of its Unrestricted Subsidiaries or from the
sale of any of its Unrestricted Subsidiaries less the cost of disposition and
taxes, if any (but in each case excluding any such amounts included in
Consolidated Net Income).

(b) The foregoing provisions will not prohibit:

(i) the payment of any dividend within 60 days
after the date of declaration thereof, if at said date of declaration
such payment would have complied with the provisions of this
Indenture;

(ii) the redemption, repurchase, retirement or
other acquisition of any Equity Interests of the Company, or the
defeasance, redemption or repurchase of subordinated Indebtedness in
exchange for, or out of the proceeds of, the substantially concurrent
sale (other than to a Subsidiary of the Company) of Equity Interests
of the Company (other than any Disqualified Stock) or out of the net
proceeds of a substantially concurrent cash capital contribution
received by the Company; provided that the amount of any such proceeds
that are utilized for any such redemption, repurchase, retirement,
defeasance or other acquisition shall be excluded from clause (x) of
the preceding paragraph;

(iii) the repayment, defeasance, redemption or
repurchase of subordinated Indebtedness with the net proceeds from an
incurrence of Refinancing Indebtedness in a Permitted Refinancing;

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(iv) the purchase, redemption or retirement by the
Company of shares of its common stock held by an employee or former
employee of the Company or any of its Restricted Subsidiaries issued
under the Management Plans pursuant to the terms of such Management
Plans; provided that (a) the purchase, redemption or retirement
results from the retirement, termination of employment, death or
disability (as defined in the relevant Management Plan) of the
employee or former employee and (b) the amount of any such payments
does not exceed $2,000,000 in the aggregate;

(v) the payment of dividends to Holding in an
amount equal to the amount required by Holding to pay federal, state
and local income taxes to the extent such income taxes are
attributable to the income of the Company;

(vi) distributions of up to $500,000 annually to
Holding to pay its bona fide operating expenses;

(vii) distributions to Holding from the proceeds of
the Offering in an amount sufficient to permit Holding to redeem
certain of its Equity Interests in existence as of the date of this
Indenture and as described in the Offering Memorandum;

(viii) payments to purchase a life insurance policy,
and the use of the proceeds therefrom, to fund the Company's
obligations pursuant to the Burns Put Agreement;

(ix) distributions to Holding of an amount equal
to such amounts as may be necessary to fund a final judgment, final
arbitration or mediation award or final settlement of pending
litigation of Holding related to the Recapitalization (and to pay
reasonable expenses, including legal fees, in connection therewith);

(x) any Investment made with the proceeds of a
substantially concurrent sale (other than to a Restricted Subsidiary
of the Company) of Capital Stock of the Company (other than
Disqualified Stock); provided, however, the proceeds of such sale
shall not be (and have not been) included in clause (c) of the
immediately preceding paragraph;

(xi) the repayment in full of all Obligations in
respect of the Mannesmann Senior Subordinated Debt outstanding as of
the date of this Indenture; or

(xii) other restricted payments of up to
$1,000,000;

provided, further, however, that at the time of, and after giving effect to,
any Restricted Payment permitted under clauses (i), (ii), (iii) and (iv) no
Default or Event of Default shall have occurred and be continuing; provided,
further, that the Restricted Payments described in clauses

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<PAGE> 54
(vii), (viii), (ix), (xi) and (xii) shall not be counted in computing the
aggregate amount of all Restricted Payments made pursuant to this Indenture.

For purposes of the foregoing calculations, the amount of any
Investment that constitutes a Restricted Payment shall be equal to the greater
of (i) the net book value of such Investment and (ii) the fair market value of
such Investment (in each case as certified by a resolution of the independent
directors of the Company if the book value or fair market value of such
investment exceeds $1,000,000).

Not later than the date of making any Restricted Payment, the Company
shall deliver to the Trustee an Officers' Certificate stating that such
Restricted Payment is permitted and setting forth the basis upon which the
calculations required by this Section 4.12 were computed, which calculations
may be based upon the Company's latest available financial statements.

SECTION 4.13 Limitation on Liens.

The Company shall not, and shall not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, assume or
suffer to exist any Liens on any asset now owned or acquired after the date of
this Indenture or any income or profits therefrom or assign or convey any right
to receive income therefrom, except Permitted Liens.

SECTION 4.14 Limitation on Dividends and Other Payment
Restrictions Affecting Subsidiaries.

The Company shall not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any consensual encumbrance or restriction on the
ability of any Restricted Subsidiary to:

(i) pay dividends or make any other distributions to the
Company or any of its Restricted Subsidiaries (a) on its Capital Stock
or (b) with respect to any other interest or participation in, or
measured by, its profits;

(ii) pay any Indebtedness owed to the Company or any of
its Restricted Subsidiaries;

(iii) make loans or advances to the Company or any of its
Restricted Subsidiaries; or

(iv) transfer any of its properties or assets to the
Company or any of its Restricted Subsidiaries;

except for such encumbrances or restrictions existing under or by reason of (a)
Existing Indebtedness as in effect on the date of this Indenture, (b) this
Indenture and the Notes, (c) applicable law, (d) any instrument governing
Indebtedness or Capital Stock of a Person acquired

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by the Company or any of its Restricted Subsidiaries as in effect at the time
of such acquisition (except to the extent such Indebtedness was incurred in
connection with or in contemplation of such acquisition), which encumbrance or
restriction is not applicable to any Person, or the properties or assets of any
Person, other than the Person, or the property or assets of the Person, so
acquired, (e) customary nonassignment provisions in leases entered into in the
ordinary course of business and consistent with past practices, (f) Purchase
Money Obligations for property acquired in the ordinary course of business that
impose restrictions of the nature described in clause (iv) above on the
property so acquired, or (g) Refinancing Indebtedness, provided that the
restrictions contained in the agreements governing such Refinancing
Indebtedness are no more restrictive with respect to the provisions set forth
in clauses (i), (ii), (iii) and (iv) above than those contained in the
agreements governing the Indebtedness being refinanced.

SECTION 4.15 Limitation on Transactions with Affiliates.

The Company shall not and shall not permit, cause, or suffer any
Restricted Subsidiary of the Company to, directly or indirectly, sell, lease,
license, transfer or otherwise dispose of any of its properties or assets to,
or purchase any property or assets from, or enter into any contract, agreement,
understanding, loan, advance or guarantee with, or for the benefit of, any
Affiliate (each of the foregoing, an "Affiliate Transaction"), unless:

(i) such Affiliate Transaction is on terms that are no
less favorable to the Company or the relevant Restricted Subsidiary
than those that would have been obtained in a comparable arms' length
transaction by the Company or such Restricted Subsidiary with an
unrelated Person; and

(ii) the Company delivers to the Trustee (a) with respect
to any Affiliate Transaction involving aggregate payments in excess of
$1,000,000, a resolution of the Board of Directors set forth in an
Officers' Certificate certifying that such Affiliate Transaction
complies with clause (i) above and such Affiliate Transaction is
approved by a majority of the disinterested members, if any, of the
Board of Directors and (b) with respect to any Affiliate Transaction
involving aggregate payments in excess of $5,000,000, an opinion as to
the fairness to the Company or such Restricted Subsidiary from a
financial point of view issued by a nationally recognized independent
financial advisor;

provided, however, that (i) any reasonable fees and compensation provided to,
and indemnity provided on behalf of, officers, directors and employees of the
Company and its Restricted Subsidiaries as determined in good faith by the
Board of Directors of the Company, (ii) transactions between or among the
Company and its Wholly Owned Subsidiaries that are Restricted Subsidiaries,
(iii) Restricted Payments permitted by Section 4.12, (iv) loans in aggregate
amount not to exceed $1,000,000 at any time outstanding to employees of the
Company and its Restricted Subsidiaries in the ordinary course of business
which are approved

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<PAGE> 56
by the Board of Directors of the Company and (v) the repayment of the Company's
Existing Indebtedness under the Credit Facility and the Mannesmann Senior
Subordinated Debt and distribution of funds to Holdings for the redemption of
certain of its Equity Interests existing as of the date of this Indenture, in
each case, shall not be deemed to be Affiliate Transactions.

SECTION 4.16 Limitation on Guarantees by Subsidiaries.

The Company shall not permit any Restricted Subsidiary, directly or
indirectly, by way of the pledge of any intercompany note or otherwise, to
assume, guarantee or in any other manner become liable with respect to any
Indebtedness of any Person other than Indebtedness under the Credit Facility or
Indebtedness incurred pursuant to Hedging Obligations incurred pursuant to
Section 4.11 unless:

(i) such Restricted Subsidiary simultaneously executes
and delivers a guarantee of payment of the Securities by such
Restricted Subsidiary pursuant to the terms of Exhibit C hereto (the
"Guarantee") which Guarantee shall be accompanied by a supplemental
indenture in a form reasonably satisfactory to the Trustee which
amends this Indenture to provide for the addition of Article X
substantially in the form of Exhibit D; and

(ii) (a) if any such assumption, guarantee or other
liability of such Restricted Subsidiary is provided in respect of
Senior Indebtedness, the guarantee or other instrument provided by
such Restricted Subsidiary in respect of such Senior Indebtedness may
be superior to the Guarantee pursuant to subordination provisions no
less favorable to the holders of the Notes than those contained in
Article XII hereto and (b) if such assumption, guarantee or other
liability of such Subsidiary is provided in respect of Indebtedness
that is expressly subordinated to the Notes, the guarantee or other
instrument provided by such Restricted Subsidiary in respect of such
subordinated Indebtedness shall be subordinated to the Guarantee
pursuant to subordination provisions not less favorable to the holders
of the Notes than those set forth in Article XII hereto. The
supplemental indenture shall supplement this Indenture by, among other
things, creating an additional Article X applicable to such Restricted
Subsidiary and any other Guarantors in the form set forth in Exhibit D
hereto and, in connection with the execution and delivery of the
supplemental indenture, such Subsidiary shall execute and deliver a
Guarantee substantially in the form of Exhibit C hereto. Such Article
X contemplated therein shall not become effective until the provisions
of Section 10.2 of Exhibit D hereto have been complied with.
Notwithstanding the foregoing, if the Guarantee is required to be a
subordinated guarantee, then the supplemental indenture may amend and
supplement Article X to include such provisions comparable to those
set forth in Article XII as are necessary to effect the purposes of
this Section 4.16.

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Notwithstanding the foregoing, any such Guarantee by a
Guarantor of the Securities shall be subject to release under the
conditions described in Sections 10.4 and 10.5 of Exhibit D hereto.

SECTION 4.17 Limitation on Layering Debt.

The Company shall not incur, create, issue, assume, guarantee or
otherwise become liable for any Indebtedness that is subordinate or junior in
right of payment to any Senior Indebtedness of the Company and senior in any
respect in right of payment to the Notes.

SECTION 4.18 Limitation on Issuance and Sale of Stock of
Restricted by Subsidiaries.

The Company shall not, and shall not permit any of its Restricted
Subsidiaries, to:

(i) transfer, convey, sell or otherwise dispose of any
shares of Capital Stock of any Restricted Subsidiary of the Company
(other than to the Company or a Wholly Owned Subsidiary that is a
Restricted Subsidiary of the Company), except that the Company and its
Restricted Subsidiaries may, in any single transaction, sell all, but
not less than all, of the issued and outstanding Capital Stock of a
Restricted Subsidiary to any Person, subject to complying with Section
4.20; and

(ii) issue shares of Capital Stock of a Restricted
Subsidiary (other than directors' qualifying shares), or securities
convertible into, or warrants, rights or options to subscribe for or
purchase shares of, Capital Stock of a Restricted Subsidiary of the
Company to any Person other than to the Company or a Wholly Owned
Subsidiary that is a Restricted Subsidiary of the Company.

SECTION 4.19 Payments for Consent.

Neither the Company, nor any of the Company's Subsidiaries, shall,
directly or indirectly, pay or cause to be paid any consideration, whether by
way of interest, fee or otherwise, to any holder of any Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or
provisions hereof or the Notes unless such consideration is offered to be paid
or agreed to be paid to all holders of the Notes which so consent, waive or
agree to amend in the time frame set forth in the solicitation documents
relating to such consent, waiver or agreement.

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<PAGE> 58
SECTION 4.20 Asset Sales.

Neither the Company nor any of its Restricted Subsidiaries shall
engage in any Asset Sale, unless:

(i) the Company or such Restricted Subsidiary, as the
case may be, receives consideration at the time of such Asset Sale at
least equal to the Fair Market Value (evidenced by a resolution of the
Board of Directors set forth in an Officers' Certificate delivered to
the Trustee) of the assets sold or otherwise disposed of; and

(ii) except in the case of Permitted Asset Swaps, at least
75% of the consideration therefor received by the Company or such
Restricted Subsidiary is in the form of cash or Cash Equivalents;

provided, however, that the amount of (a) any liabilities (as shown on the
Company's or such Restricted Subsidiary's most recent balance sheet or in the
notes thereto) of the Company or such Restricted Subsidiary (other than
liabilities that are by their terms subordinated in right of payment to the
Notes) that are assumed by the transferee of any such assets and (b) any notes
or other obligations received by the Company or such Restricted Subsidiary from
such transferee that are immediately converted by the Company or such
Restricted Subsidiary into cash (to the extent of the cash so received), shall
be deemed to be cash for purposes of this provision.

Within 360 days after the receipt of the Net Proceeds from an Asset
Sale, the Company shall apply the Net Proceeds from such Asset Sale to (i)
permanently reduce Senior Indebtedness, (ii) permanently reduce Indebtedness of
the Restricted Subsidiary that sold properties or assets in the Asset Sale, or
(iii) acquire properties and assets to replace the properties and assets that
were the subject of the Asset Sale or properties and assets that will be used
in the same or a similar line of business as the Company was engaged in on the
date of this Indenture or reasonable extensions, developments or expansions
thereof or activities ancillary thereto. Pending the final application of any
such Net Proceeds, the Company may invest such Net Proceeds in any manner that
is not prohibited by this Indenture. Any Net Proceeds from the Asset Sale that
are not applied as provided in the first sentence of this paragraph will be
deemed to constitute "Excess Proceeds."

When the aggregate cumulative amount of Excess Proceeds exceeds
$5,000,000, the Company shall make an offer to all Holders of Notes to purchase
the maximum principal amount of Notes that may be purchased out of the Excess
Proceeds, at an offer price in cash in an amount equal to 100% of the principal
amount thereof plus accrued and unpaid interest and Liquidated Damages, if any,
thereon to the date of purchase, in accordance with the procedures set forth in
this Section 4.20 (an "Asset Sale Offer"). To the extent that the aggregate
amount of Notes tendered pursuant to an Asset Sale Offer is less than the
Excess Proceeds, the Company may use such deficiency for general corporate
purposes in any manner provided by this Indenture. If the aggregate principal
amount of Notes surrendered by Holders thereof exceeds

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<PAGE> 59
the amount of Excess Proceeds, the Trustee shall select the Notes to be
purchased on a pro rata basis. Upon completion of such offer to purchase, the
amount of Excess Proceeds shall be reset at zero.

In the event that the Company shall be required to commence an Asset
Sale Offer to all Holders to purchase Notes pursuant to this Section 4.20, it
shall follow the procedures specified below.

The Asset Sale Offer shall be commenced within 30 days following the
first date on which the Company has cumulative Excess Proceeds of at least
$5,000,000 and remain open for a period of at least 30 and not more than 40
days, except to the extent that a longer period is required by applicable law
(the "Repurchase Offer Period"). No later than five Business Days after the
termination of the Offer Period (the "Repurchase Date"), the Company shall
purchase the principal amount of Notes required to be purchased pursuant to
this Section 4.20 hereof (the "Repurchase Price") or, if Notes having an
aggregate principal amount less than the amount of Excess Proceeds subject to
such Asset Sale Offer have been tendered, all Notes tendered in response to the
Asset Sale Offer. Payment for any Notes so purchased shall be made in the same
manner as interest payments are made.

If the Repurchase Date is on or after an interest record date and on
or before the related interest payment date, any accrued and unpaid interest
and Liquidated Damages shall be paid to the Person in whose name a Note is
registered at the close of business on such record date, and no additional
interest or Liquidated Damages shall be payable to Holders who tender Notes
pursuant to the Asset Sale Offer.

Upon the commencement of a Asset Sale Offer, the Company shall send,
by first class mail, a notice to the Trustee or to each of the Holders, with a
copy to the Trustee. The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Asset Sale
Offer. The Asset Sale Offer shall be made to all Holders. The notice, which
shall govern the terms of the Asset Sale Offer, shall state:

(a) that the Asset Sale Offer is being made pursuant to
this Section 4.20 and the length of time the Asset Sale Offer shall
remain open;

(b) the Asset Sale Offer, the Repurchase Price and the
Repurchase Date;

(d) that, unless the Company defaults in making such
payment, any Note accepted for payment pursuant to the Asset Sale
Offer shall cease to accrue interest after the Repurchase Date;

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<PAGE> 60
(e) that Holders electing to have a Note purchased
pursuant to a Asset Sale Offer may only elect to have all of such Note
purchased and may not elect to have only a portion of such Note
purchased;

(f) that Holders electing to have a Note purchased
pursuant to any Asset Sale Offer shall be required to surrender the
Note, with the form entitled "Option of Holder to Elect Purchase" on
the reverse of the Note completed, or transfer by book-entry transfer,
to the Company, a depositary, if appointed by the Company, or a Paying
Agent at the address specified in the notice at least three days
before the Asset Sale Purchase Date;

(g) that Holders shall be entitled to withdraw their
election if the Company, the depositary or the Paying Agent, as the
case may be, receives, not later than the expiration of the Repurchase
Offer Period, a telegram, telex, facsimile transmission or letter
setting forth the name of the Holder, the principal amount of the Note
the Holder delivered for purchase and a statement that such Holder is
withdrawing his election to have such Note purchased;

(h) that, if the aggregate principal amount of Notes
surrendered by Holders exceeds the Repurchase Price, the Trustee shall
select the Notes to be purchased on a pro rata basis (with such
adjustments as may be deemed appropriate by the Trustee so that only
Notes in denominations of $1,000, or integral multiples thereof, shall
be purchased); and

(i) that Holders whose Notes were purchased only in part
shall be issued new Notes equal in principal amount to the unpurchased
portion of the Notes surrendered (or transferred by book-entry
transfer).

The Company, the Depositary or the Paying Agent, as the case may be,
shall promptly (but in any case not later than five days after the Repurchase
Date) mail or deliver to each tendering Holder an amount equal to the purchase
price of the Notes tendered by such Holder and accepted by the Company for
purchase, and the Company shall promptly issue a new Note, and the Trustee,
upon written order from the Company shall authenticate and mail or deliver such
new Note to such Holder, in a principal amount equal to any unpurchased portion
of the Note surrendered. Any Note not so accepted shall be promptly mailed or
delivered by the Company to the Holder thereof. The Company shall publicly
announce the results of the Asset Sale Offer on the Repurchase Date.

The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws, rules and regulations thereunder to
the extent such laws, rules and regulations are applicable in connection with
the repurchase of Notes pursuant to Asset Sale Offer.

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SECTION 4.21 Change of Control.

(a) In the event that a Change of Control occurs, each Holder
shall have the right, at such Holder's option, subject to the terms and
conditions of this Indenture, to require the Company to repurchase all or any
part of such Holder's Notes (provided, that the principal amount of such Notes
must be $1,000 or an integral multiple thereof) on a date to be established by
the Company (the "Change of Control Payment Date") after the occurrence of such
Change of Control, at a cash price (the "Change of Control Repurchase Price")
equal to 101% of the aggregate principal amount thereof, together with accrued
and unpaid interest and Liquidated Damages, if any, thereon to, but excluding,
the Change of Control Payment Date.

(b) In the event that, pursuant to this Section 4.21, the Company
shall be required to commence an offer to purchase Notes (the "Change of
Control Offer"), the Company shall follow the procedures set forth in this
Section 4.21 as follows:

(1) the Company shall prepare and mail, with a copy to
the Trustee, or at the option of the Company and at the expense of the
Company, by the Trustee, the Change of Control Offer within 30 days
following a Change of Control to each Holder of Notes;

(2) the Change of Control Offer shall remain open for at
least 30 and not more than 40 days (unless otherwise required by
applicable law) following its commencement, except to the extent that
a longer period is required by applicable law;

(3) upon the expiration of a Change of Control Offer, the
Company shall purchase all Notes tendered in response to the Change of
Control Offer;

(4) if the Change of Control Payment Date is on or after
an interest payment record date and on or before the related Interest
Payment Date and Damage Payment Date, any accrued interest and
Liquidated Damages will be paid to the Person in whose name a Note is
registered at the close of business on such record date, and no
additional interest or Liquidated Damages will be payable to
Noteholders who tender Notes pursuant to the Change of Control Offer;

(5) the Company shall provide the Trustee with notice of
the Change of Control Offer at least five Business Days before the
commencement of any Change of Control Offer; and

(6) on or before the commencement of any Change of
Control Offer, the Company or the Trustee (upon the request and at the
expense of the Company) shall send, by first-class mail, a notice to
each of the Noteholders, which (to the extent consistent with this
Indenture) shall govern the terms of the Change of Control Offer and
shall state:

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<PAGE> 62
(i) that the Change of Control Offer is being
made pursuant to such notice and this Section 4.21 and that all Notes,
or portions thereof, tendered will be accepted for payment;

(ii) the Change of Control Repurchase Price
(including the amount of accrued and unpaid interest and Liquidated
Damages, if any) the Change of Control Payment Date and the Change of
Control Put Date;

(iii) that any Note, or portion thereof, not
tendered or accepted for payment will continue to accrue interest and
Liquidated Damages, if any;

(iv) that, unless the Company defaults in
depositing Cash with the Paying Agent in accordance with the last
paragraph of this clause (b) or such payment is prevented pursuant to
Article XII, any Note, or portion thereof, accepted for payment
pursuant to the Change of Control Offer shall cease to accrue interest
and Liquidated Damages after the Change of Control Payment Date;

(v) that Holders electing to have a Note, or
portion thereof, purchased pursuant to a Change of Control Offer will
be required to surrender the Note, with the form entitled "Option of
Holder to Elect Purchase" on the reverse of the Note completed, to the
Paying Agent (which may not for purposes of this Section 4.21,
notwithstanding anything in this Indenture to the contrary, be the
Company or any Affiliate of the Company) at the address specified in
the notice prior to the close of business on the earlier of (a) the
third Business Day prior to the Change of Control Payment Date and (b)
the third Business Day following the expiration of the Change of
Control Offer (such earlier date being the "Change of Control Put
Date");

(vi) that Holders will be entitled to withdraw
their election, in whole or in part, if the Paying Agent (which may
not for purposes of this Section 4.21, notwithstanding anything in
this Indenture to the contrary, be the Company or any Affiliate of the
Company) receives, up to the close of business on the Change of
Control Put Date, a telegram, telex, facsimile transmission or letter
setting forth the name of the Holder, the principal amount of the
Notes the Holder is withdrawing and a statement that such Holder is
withdrawing his election to have such principal amount of Notes
purchased; and

(vii) a brief description of the events resulting
in such Change of Control.

On or before the Change of Control Date, the Company shall (i) accept
for payment Notes or portions thereof properly tendered pursuant to the Change
of Control Offer on or before the Change of Control Payment Date, (ii) deposit
with the Paying Agent Cash sufficient to pay the Change of Control Repurchase
Price of all Notes or portions thereof so tendered and

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<PAGE> 63
(iii) deliver to the Trustee Notes so accepted together with an Officers'
Certificate listing the Notes or portions thereof being purchased by the
Company. The Paying Agent shall promptly mail to Holders of Notes so accepted
payment in an amount equal to the Change of Control Repurchase Price (together
with accrued and unpaid interest and Liquidated Damages, if any), and the
Trustee shall promptly authenticate and mail or deliver to such Holders a new
Note or Notes equal in principal amount to any unpurchased portion of the Notes
surrendered. Any Notes not so accepted shall be promptly mailed or delivered by
the Company to the Holder thereof. The Company will publicly announce the
results of the Change of Control Offer on or as soon as practicable after the
Change of Control Payment Date.

ARTICLE V

SUCCESSORS

SECTION 5.1 Limitation on Merger, Consolidation or Sale of
Assets.

The Company shall not consolidate or merge with or into (whether or
not the Company is the surviving corporation), or sell, assign, transfer,
lease, convey or otherwise dispose of all or substantially all of its
properties or assets in one or more related transactions, to another Person or
entity unless:

(i) the Company is the surviving corporation or the
Person formed by or surviving any such consolidation or merger (if
other than the Company) or to which such sale, assignment, transfer,
lease, conveyance or other disposition shall have been made is a
corporation organized or existing under the laws of the United States,
any state thereof or the District of Columbia;

(ii) the Person formed by or surviving any such
consolidation or merger (if other than the Company) or the Person to
which such sale, assignment, transfer, lease, conveyance or other
disposition shall have been made assumes all the obligations of the
Company under the Notes and this Indenture pursuant to a supplemental
indenture in a form reasonably satisfactory to the Trustee;

(iii) immediately before or immediately after giving effect
to such transaction no Default or Event of Default shall have occurred
and be continuing; and

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<PAGE> 64
(iv) the Company or any Person formed by or surviving any
such consolidation or merger, or to which such sale, assignment,
transfer, lease, conveyance or other disposition shall have been made
will, at the time of such transaction and after giving pro forma
effect thereto as if such transaction had occurred at the beginning of
the applicable four-quarter period, be permitted to incur at least
$1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage
Ratio test set forth in Section 4.11.

SECTION 5.2 Successor Corporation Substituted.

Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the
assets of the Company in accordance with Section 5.1 hereof, the successor
corporation formed by such consolidation or into or with which the Company is
merged or to which such sale, assignment, transfer, lease, conveyance or other
disposition is made shall succeed to, and be substituted for (so that from and
after the date of such consolidation, merger, sale, lease, conveyance or other
disposition, the provisions of this Indenture referring to the "Company" shall
refer instead to the successor corporation and not to the Company), and may
exercise every right and power of the company under this Indenture with the
same effect as if such successor Person had been named as the Company herein;
provided, however, that the predecessor Company shall not be relieved from the
obligation to pay the principal of and interest on the Notes except in the case
of a sale of all of the Company's assets that meets the requirements of Section
5.1 hereof.

ARTICLE VI

EVENTS OF DEFAULT AND REMEDIES

SECTION 6.1 Events of Default.

"Event of Default," wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be caused voluntarily or involuntarily or effected, without limitation,
by operation of law or pursuant to any judgment, decree or order of any court
or any order, rule or regulation of any administrative or governmental body):

(a) failure to pay any installment of interest on, or
Liquidated Damages, if any, with respect to, any of the Notes as and
when the same becomes due and payable, and the continuance of such
failure for a period of 30 days, whether or not such payment is
prohibited by Article XII;

(b) failure to pay all or any part of the principal of,
or premium, if any, on the Notes when and as the same become due and
payable at maturity, redemption, repurchase or otherwise, whether or
not such payment is prohibited by Article XII;

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<PAGE> 65
(c) failure by the Company to comply with the provisions
of Section 4.20, Section 4.21 or Article V;

(d) failure by the Company or any Restricted Subsidiary
to observe or perform any covenant or agreement contained in the Notes
or this Indenture (other than a default in the performance of any
covenant or agreement which is specifically dealt with elsewhere in
this Section 6.1), and continuance of such failure for a period of 30
days after there has been given, by registered or certified mail, to
the Company by the Trustee, or to the Company and the Trustee by
Holders of at least 25% in aggregate principal amount of the then
outstanding Notes, a written notice specifying such failure,
requesting it to be remedied and stating that such notice is a "Notice
of Default" hereunder;

(e) default under any mortgage, indenture or instrument
under which there may be issued or by which there may be secured or
evidenced any Indebtedness for money borrowed by the Company or any of
its Restricted Subsidiaries (or the payment of which is guaranteed by
the Company or any of its Restricted Subsidiaries) whether such
Indebtedness or guarantee now exists, or is created after the date of
this Indenture, which default (a) is caused by a failure to pay
principal of such Indebtedness when due and prior to the expiration of
the grace period provided in such Indebtedness (a "Payment Default")
or (b) results in the acceleration of such Indebtedness prior to its
express maturity and, in each case described in clauses (a) and (b) of
this subsection (e), the principal amount of any such Indebtedness,
together with the principal amount of any other such Indebtedness
under which there has been a Payment Default or the maturity of which
has been so accelerated, aggregates $5,000,000 or more;

(f) failure of the Company or any of its Restricted
Subsidiaries to pay final judgments aggregating in excess of
$5,000,000, which judgments have not been paid, stayed, bonded or
discharged for a period (during which execution shall not be
effectively stayed) of 60 days (or, in the case of any such final
judgment which provides for payment over time, which shall so remain
unstayed, unbonded or undischarged beyond any applicable payment date
provided therein);

(g) a decree, judgment, or order by a court of competent
jurisdiction shall have been entered adjudging the Company or any of
its Restricted Subsidiaries as bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization of the Company or any
of its Restricted Subsidiaries under any bankruptcy or similar law,
and such decree, judgment, or order shall have continued undischarged
and unstayed for a period of 60 days; or a decree or order of a court
of competent jurisdiction over the appointment of a receiver,
liquidator, trustee, or assignee in bankruptcy or insolvency of the
Company, any of its Restricted Subsidiaries, or of the property of any
such Person, or for the winding up or liquidation of the affairs of
any such Person, shall have been

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entered, and such decree, judgment, or order shall have remained in
force undischarged and unstayed for a period of 60 days; or

(h) the Company or any of its Restricted Subsidiaries
shall institute proceedings to be adjudicated a voluntary bankrupt, or
shall consent to the filing of a bankruptcy proceeding against it, or
shall file a petition or answer or consent seeking reorganization
under any bankruptcy or similar law or similar statute, or shall
consent to the filing of any such petition, or shall consent to the
appointment of a Custodian, receiver, liquidator, trustee, or assignee
in bankruptcy or insolvency of it or any of its assets or property, or
shall make a general assignment for the benefit of creditors; or take
any corporate action in furtherance of or to facilitate, conditionally
or otherwise, any of the foregoing.

Notwithstanding the 30-day period and notice requirement contained in
Section 6.1(d) above, with respect to a default under Section 4.21, the 30-day
period referred to in Section 6.1(d) shall be deemed to have begun as of the
date the Change of Control notice is required to be sent in the event that the
Company has not complied with the provisions of Section 4.21 and the Trustee or
Holders of at least 25% in principal amount of the outstanding Notes thereafter
give the Notice of Default referred to in Section 6.1(d) to the Company and, if
applicable, the Trustee; provided, however, that if the breach or default is a
result of a default in the payment when due of the Repurchase Price on the
Repurchase Date, such Event of Default shall be deemed, for purposes of this
Section 6.1, to arise no later than on the last Repurchase Date.

SECTION 6.2 Acceleration of Maturity Date; Rescission and
Annulment.

(a) If an Event of Default (other than an Event of Default
specified in Section 6.1(g) or 6.1(h) relating to the Company) occurs and is
continuing, then, and in every such case, unless the principal of all of the
Notes shall have already become due and payable, either the Trustee or the
Holders of not less than 25% in aggregate principal amount of then outstanding
Notes, by a notice in writing to the Company (and to the Trustee if given by
such Holders) (an "Acceleration Notice"), may declare all of the principal of
the Notes (or the Repurchase Price if the Event of Default includes failure to
pay the Repurchase Price, determined as set forth below), including in each
case accrued and unpaid interest thereon, Liquidated Damages, if any, and all
other Obligations thereunder, to be due and payable immediately. If an Event of
Default specified in Section 6.1(g) or 6.1(h) relating to the Company occurs,
all principal, accrued and unpaid interest thereon, and Liquidated Damages, if
any, and all other Obligations thereunder will become immediately due and
payable on all outstanding Notes without any other act, declaration or notice
on the part of Trustee or the Holders.

At any time after such a declaration of acceleration has been made and
before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter provided in this Article VI, the Holders of no less
than a majority in aggregate principal amount of then outstanding Notes, by
written notice to the Trustee, may rescind and annul, on behalf of all Holders,
any such declaration of acceleration if:

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(1) the Company has paid or deposited with the Trustee
Cash sufficient to pay

(A) all overdue interest on, and Liquidated
Damages, if any, with respect to, all Notes,

(B) the principal of (and premium, if any,
applicable to) any Notes which would then be due otherwise
than by such declaration of acceleration, and interest thereon
at the rate borne by the Notes,

(C) to the extent that payment of such interest
is lawful, interest upon overdue interest and Liquidated
Damages at the rate borne by the Notes, and

(D) all sums paid or advanced by the Trustee
hereunder and the compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel;

(2) all Events of Default, other than the non-payment of
the principal of, premium, interest on and Liquidated Damages, if any,
with respect to Notes that have become due solely by such declaration
of acceleration, have been cured or waived as provided in Section
6.12, including, if applicable, any Event of Default relating to the
covenants contained in Section 4.21.

Notwithstanding the previous sentence of this Section 6.2, no waiver shall be
effective against any Holder for any Event of Default or event which with
notice or lapse of time or both would be an Event of Default with respect to
any covenant or provision which cannot be modified or amended without the
consent of the Holder of each outstanding Note affected thereby, unless all
such affected Holders agree, in writing, to waive such Event of Default or
other event. No such waiver shall cure or waive any subsequent Default or Event
of Default or impair any right consequent thereon.

(b) In the case of any Event of Default occurring by
reason of any willful action (or inaction) taken (or not taken) by or
on behalf of the Company with the intention of avoiding payment of the
premium that the Company would have had to pay if the Company then had
elected to redeem the Notes pursuant to the optional redemption
provisions of this Indenture, an equivalent premium shall also become
and be immediately due and payable to the extent permitted by law upon
the acceleration of the Notes. If an Event of Default occurs prior to
April 15, 2002, by reason of any willful action (or inaction) taken
(or not taken) by or on behalf of the Company with the intention of
avoiding the prohibition on redemption of the Notes prior to such
date, then, upon acceleration of the Notes, and in an amount, for each
of the years beginning on April 15 of the years set forth below:

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<TABLE>
<CAPTION>
YEAR PERCENTAGE
---- ----------
<S> <C>
1997 . . . . . . . . . . . . . . . . . . . . . . . 111.250%
1998 . . . . . . . . . . . . . . . . . . . . . . . 110.125%
1999 . . . . . . . . . . . . . . . . . . . . . . . 109.000%
2000 . . . . . . . . . . . . . . . . . . . . . . . 107.875%
2001 . . . . . . . . . . . . . . . . . . . . . . . 106.750%
</TABLE>

SECTION 6.3 Collection of Indebtedness and Suits for Enforcement
by Trustee.

The Company covenants that if an Event of Default in payment of
principal, premium, interest or Liquidated Damages specified in clause (a) or
(b) of Section 6.1 occurs and is continuing, the Company shall, upon demand of
the Trustee, pay to it, for the benefit of the Holders of such Notes, the whole
amount then due and payable on such Notes for principal, premium, interest,
Liquidated Damages, if any, and, to the extent that payment of such interest
shall be legally enforceable, interest on any overdue principal (and premium,
if any), Liquidated Damages and on any overdue interest, at the rate borne by
the Notes, and, in addition thereto, such further amount as shall be sufficient
to cover the reasonable costs and expenses of collection, including
compensation to, and reasonable expenses, disbursements and advances of the
Trustee, its agents and counsel.

If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust in favor of the
Holders, may institute a judicial proceeding for the collection of the sums so
due and unpaid, may prosecute such proceeding to judgment or final decree and
may enforce the same against the Company or any other obligor upon the Notes
and collect the moneys adjudged or decreed to be payable in the manner provided
by law out of the property of the Company or any other obligor upon the Notes,
wherever situated.

If an Event of Default occurs and is continuing, the Trustee may in
its discretion proceed to protect and enforce its rights and the rights of the
Holders by such appropriate judicial proceedings as the Trustee shall deem most
effective to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

SECTION 6.4 Trustee May File Proofs of Claim.

In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the Notes
or the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of the Notes shall then be due
and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal, interest or Liquidated Damages) shall be
entitled and empowered, by intervention in such proceeding or otherwise to take
any and all actions under the TIA, including

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(1) to file and prove a claim for the whole amount of
principal (and premium, if any), interest and Liquidated Damages owing
and unpaid in respect of the Notes and to file such other papers or
documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and
counsel) and of the Holders allowed in such judicial proceeding, and

(2) to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same
in accordance with Section 6.6;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders,
to pay to the Trustee any amount due it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel,
and any other amounts due the Trustee under Section 7.7.

Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment, or composition affecting the Notes or
the rights of any Holder thereof or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding.

SECTION 6.5 Trustee May Enforce Claims Without Possession of
Notes.

All rights of action and claims under this Indenture or the Notes may
be prosecuted and enforced by the Trustee without the possession of any of the
Notes or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust in favor of the Holders, and any recovery of
judgment shall, after provision for the payment of compensation to, and
expenses, disbursements and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the Holders of the Notes in respect of which such
judgment has been recovered.

SECTION 6.6 Priorities.

Any money collected by the Trustee pursuant to this Article VI shall
be applied in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of principal,
premium, interest or Liquidated Damages, if any, upon presentation of the Notes
and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:

FIRST: To the Trustee in payment of all amounts due pursuant to
Section 7.7;

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SECOND: To the holders of Senior Indebtedness of the Company to the
extent provided in Article XII;

THIRD: To the Holders in payment of the amounts then due and unpaid
for principal of, premium, interest on and Liquidated Damages, if any, with
respect to, the Notes in respect or for the benefit of which such money has
been collected, ratably, without preference or priority of any kind, according
to the amounts due and payable on such Notes for principal, premium, interest
and Liquidated Damages, if any, respectively; and

FOURTH: The remainder, if any, shall be repaid to the Company.

SECTION 6.7 Limitation on Suits.

No Holder of any Note shall have any right to institute or order or
direct the Trustee to institute any proceeding, judicial or otherwise, with
respect to this Indenture, or for the appointment of a receiver or trustee, or
for any other remedy hereunder, unless

(A) such Holder has previously given written notice to
the Trustee of a continuing Event of Default;

(B) the Holders of not less than 25% in principal amount
of then outstanding Notes shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default
in its own name as Trustee hereunder;

(C) such Holder or Holders have offered to the Trustee
security or indemnity reasonably satisfactory to the Trustee against
the costs, expenses and liabilities to be incurred or reasonably
probable to be incurred in compliance with such request;

(D) the Trustee for 60 days after its receipt of such
notice, request and offer of indemnity has failed to institute any
such proceeding; and

(E) no direction inconsistent with such written request
has been given to the Trustee during such 60-day period by the Holders
of a majority in principal amount of then outstanding Notes;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture to affect, disturb or prejudice the rights of any other Holders,
or to obtain or to seek to obtain priority or preference over any other Holders
or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all the Holders.

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SECTION 6.8 Unconditional Right of Holders to Receive Principal,
Premium, Interest and Liquidated Damages.

Notwithstanding any other provision of this Indenture but subject to
the provisions of Section 6.6 and Article XII, the Holder of any Note shall
have the right, which is absolute and unconditional, to receive payment of the
principal of, and premium, interest on and Liquidated Damages, if any, with
respect to, such Note when due (including, in the case of redemption, the
Redemption Price on the applicable Redemption Date, and in the case of the
Repurchase Price, on the applicable Repurchase Date) and to institute suit for
the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.

SECTION 6.9 Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Notes in Section 2.7, no right
or remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise. The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

SECTION 6.10 Delay or Omission Not Waiver.

No delay or omission by the Trustee or by any Holder of any Note to
exercise any right or remedy arising upon any Event of Default shall impair the
exercise of any such right or remedy or constitute a waiver of any such Event
of Default. Every right and remedy given by this Article VI or by law to the
Trustee or to the Holders may be exercised from time to time, and as often as
may be deemed expedient, by the Trustee or by the Holders, as the case may be.

SECTION 6.11 Control by Holders.

The Holder or Holders of no less than a majority in aggregate
principal amount of then outstanding Notes shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or exercising any trust or power conferred upon the Trustee,
provided, that

(1) the Trustee may refuse to follow any direction that
conflicts with any rule of law or with this Indenture,

(2) the Trustee shall not determine that the action so
directed would be unjustly prejudicial to the Holders not taking part
in such direction or that may involve the Trustee in personal
liability, and

(3) the Trustee may take any other action deemed proper
by the Trustee which is not inconsistent with such direction.

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In the event the Trustee takes any action or follows any direction
pursuant to this Indenture, the Trustee shall be entitled to indemnification
satisfactory to it in its reasonable direction against any loss, expense or
liability caused by taking such action or following such direction.

SECTION 6.12 Waiver of Past Default.

The Holder or Holders of not less than a majority in aggregate
principal amount of then outstanding Notes may, on behalf of all Holders, prior
to the declaration of acceleration of the maturity of the Notes, waive any past
default hereunder and its consequences, except a default

(A) in the payment of the principal of, premium, interest
on, or Liquidated Damages, if any, with respect to, any Note not yet
cured, or

(B) in respect of a covenant or provision hereof which,
under Article IX, cannot be modified or amended without the consent of
the Holder of each outstanding Note affected.

Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or impair the exercise of any right arising therefrom.

In the event of a waiver, the Company shall deliver to the Trustee an
Officer's Certificate stating that the requisite percentage of Holders have
consented to such waiver and attaching copies of such consents. When a Default
or Event of Default is waived, it is cured and ceases.

SECTION 6.13 Undertaking for Costs.

All parties to this Indenture agree, and each Holder of any Note by
his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted to be taken by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section 6.13 shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in aggregate principal amount
of then outstanding Notes, or to any suit instituted by any Holder for
enforcement of the payment of principal of, premium, interest on or Liquidated
Damages with respect to, any Note on or after the respective Stated Maturity of
such Note (including, in the case of redemption, on or after the Redemption
Date).

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SECTION 6.14 Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders
shall be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding had been instituted.

ARTICLE VII

TRUSTEE

The Trustee hereby accepts the trust imposed upon it by this Indenture
and covenants and agrees to perform the same, as herein expressed.

SECTION 7.1 Duties of Trustee.

(a) If a Default or an Event of Default actually known to the
Trustee has occurred and is continuing, the Trustee shall exercise such of the
rights and powers vested in it by this Indenture and use the same degree of
care and skill in their exercise as a prudent Person would exercise or use
under the circumstances in the conduct of such Person's own affairs.

(b) Except during the continuance of a Default or an Event of
Default:

(1) The Trustee need perform only those duties as are
specifically set forth in this Indenture and no others, and no
covenants or obligations shall be implied in or read into this
Indenture which are adverse to the Trustee.

(2) In the absence of bad faith on its part, the Trustee
may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or
opinions furnished to the Trustee and conforming to the requirements
of this Indenture. However, the Trustee shall examine the certificates
and opinions to determine whether or not they conform to the
requirements of this Indenture.

(c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

(1) This paragraph does not limit the effect of paragraph
(b) of this Section 7.1.

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(2) The Trustee shall not be liable for any error of
judgment made in good faith by a Trust Officer, unless it is proved
that the Trustee was negligent in ascertaining the pertinent facts.

(3) The Trustee shall not be liable with respect to any
action it takes or omits to take in good faith in accordance with a
direction received by it pursuant to Section 6.11 and the Trustee
shall be entitled from time to time to request and receive such
direction.

(d) No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or to take or omit to take any
action under this Indenture or at the request, order or direction of the
Holders or in the exercise of any of its rights or powers unless it receives
reasonable indemnity satisfactory to it against any loss, liability or expense.

(e) Every provision of this Indenture that in any way relates to
the Trustee is subject to paragraphs (a), (b), (c), (d) and (f) of this Section
7.1.

(f) The Trustee shall not be liable for interest on any assets
received by it except as the Trustee may agree in writing with the Company.
Assets held in trust by the Trustee need not be segregated from other assets
except to the extent required by law.

SECTION 7.2 Rights of Trustee.

Subject to Section 7.1:

(a) The Trustee may rely on any document believed by it to be
genuine and to have been signed or presented by the proper Person. The Trustee
need not investigate any fact or matter stated in any such document.

(b) Before the Trustee acts or refrains from acting, it may
consult with counsel and may require an Officers' Certificate or an Opinion of
Counsel, which shall conform to Sections 14.4 and 14.5. The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on
such certificate or advice of counsel.

(c) The Trustee may act through its attorneys and agents and shall
not be responsible for the misconduct or negligence of any agent appointed with
due care.

(d) The Trustee shall not be liable for any action it takes or
omits to take in good faith which it believes to be authorized or within its
rights or powers conferred upon it by this Indenture.

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(e) The Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, notice, request, direction, consent, order, bond,
debenture, or other paper or document, but the Trustee, in its discretion, may
make such further inquiry or investigation into such facts or matters as it may
see fit.

(f) The Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request, order or
direction of any of the Holders, pursuant to the provisions of this Indenture,
unless such Holders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which may be incurred
therein or thereby.

(g) Unless otherwise specifically provided for in this Indenture,
any demand, request, direction or notice from the Company shall be sufficient
if signed by an Officer of the Company.

(h) The Trustee shall have no duty to inquire as to the
performance of the Company's covenants in Article IV hereof. In addition, the
Trustee shall not be deemed to have knowledge of any Default or Event of
Default except (i) any Event of Default occurring pursuant to Sections 6.1(a)
or 6.1(b), or (ii) any Default or Event of Default of which the Trustee shall
have received written notification or obtained actual knowledge.

(i) Subject to Section 9.2 hereof, the Trustee may (but shall not
be obligated to), without the consent of the Holders, give any consent, waiver
or approval required by the terms hereof. The Trustee shall be entitled to
request and conclusively rely on an Opinion of Counsel with respect to whether
any consent, waiver, approval, amendment or modification shall be a material
adverse effect on the interest or rights of any Holder.

SECTION 7.3 Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Company, any of its
Subsidiaries, or their respective Affiliates with the same rights it would have
if it were not Trustee. Any Agent may do the same with like rights; however,
the Trustee must comply with Sections 7.10 and 7.11.

SECTION 7.4 Trustee's Disclaimer.

The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Notes and it shall not be accountable for the Company's
use of the proceeds from the Notes, and it shall not be responsible for any
statement in the Notes, other than the Trustee's certificate of authentication,
or the use or application of any funds received by a Paying Agent other than
the Trustee.

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SECTION 7.5 Notice of Default.

Except in the case of a Default or an Event of Default in payment of
principal, premium, interest or Liquidated Damages, if any, with respect to,
any Note (including the payment of the Repurchase Price on the Repurchase Date
and the payment of the Redemption Price on the Redemption Date), the Trustee
may withhold the notice if and so long as a Trust Officer in good faith
determines that withholding the notice is in the interest of the Noteholders.

SECTION 7.6 Reports by Trustee to Holders.

Within 60 days after each July 15 beginning with the July 15 following
the date of this Indenture, the Trustee shall, if required by TIA Section
313(a), mail to each Noteholder a brief report dated as of such July 15 that
complies with TIA Section 313(a). The Trustee also shall comply with TIA
Sections 313(b) and 313(c).

The Company shall promptly notify the Trustee in writing if the Notes
become listed on any stock exchange or automatic quotation system.

A copy of each report at the time of its mailing to Noteholders shall
be mailed to the Company and filed with the SEC, if required by law, and each
stock exchange, if any, on which the Notes are listed.

SECTION 7.7 Compensation and Indemnity.

The Company agrees to pay to the Trustee from time to time such
compensation as the Company and the Trustee shall from time to time agree in
writing for all services rendered by it hereunder (which compensation shall not
be limited by any provision of law in regard to the compensation of a trustee
of an express trust). The Company shall also reimburse the Trustee upon request
for all reasonable disbursements, expenses and advances incurred or made by it.
Such expenses shall include the reasonable compensation, disbursements and
expenses of the Trustee's agents, accountants, experts and counsel.

The Trustee shall not be under any obligation to institute any suit,
or take any remedial action under this Indenture, or to enter any appearance or
in any way defend any suit in which it may be a defendant, or to take any steps
in the execution of the trusts created hereby or thereby or in the enforcement
of any rights and powers under this Indenture, until it shall be indemnified to
its reasonable satisfaction against any and all reasonable expenses,
disbursements, advances and other liabilities incurred or made by the Trustee
in accordance with any provisions of this Indenture, including compensation for
services, costs, expenses, outlays, counsel fees and other disbursements, and
against all liability not due to its negligence or willful misconduct.

The Company agrees to indemnify the Trustee (in its capacity as
Trustee) and each of its officers, directors, attorneys-in-fact and agents for,
and hold it and each of them harmless against, any claim, demand, expense
(including but not limited to reasonable compensation, disbursements and
expenses of the Trustee's agents and counsel), loss or liability incurred by it

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without negligence, bad faith or willful misconduct on its part, arising out of
or in connection with the administration of this trust and its rights or duties
hereunder including the reasonable costs and expenses of defending itself
against any claim or liability in connection with the exercise or performance
of any of its powers or duties hereunder. The Trustee shall notify the Company
promptly of any claim asserted against the Trustee for which it may seek
indemnity; however, unless the position of the Company is prejudiced by such
failure, the failure of the Trustee to promptly notify the Company shall not
limit its right to indemnification. The Company shall defend each such claim.
The Trustee may retain separate counsel if the Trustee shall have been
reasonably advised by counsel that there may be one or more legal defenses
available to it that are different from or additional to those available to the
Company and in the reasonable judgment of such counsel it is advisable for the
Trustee to engage separate counsel, and the Company shall reimburse the Trustee
for the reasonable fees and expenses of such counsel. The Company need not pay
for any settlement made without its written consent. The Company need not
reimburse any expense or indemnify against any loss or liability to the extent
incurred by the Trustee through its negligence, bad faith or willful
misconduct.

To secure the Company's payment obligations in this Section 7.7, the
Company and the Holders agree that the Trustee shall have a lien prior to the
Notes on all assets held or collected by the Trustee, in its capacity as
Trustee, except assets held in trust to pay principal of, premium, interest or
Liquidated Damages, if any, on particular Notes pursuant to Article III.

When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.1(f) or (g) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

The Company's obligations under this Section 7.7 and any lien arising
hereunder shall survive the resignation or removal of the Trustee, the
discharge of the Company's obligations pursuant to Article VIII of this
Indenture and any rejection or termination of this Indenture under any
Bankruptcy Law.

SECTION 7.8 Replacement of Trustee.

The Trustee may resign by so notifying the Company in writing. The
Holder or Holders of a majority in principal amount of then outstanding Notes
may remove the Trustee by so notifying the Company and the Trustee in writing.
The Company may remove the Trustee if:

(a) the Trustee fails to comply with Section 7.10;

(b) the Trustee is adjudged bankrupt or insolvent;

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(d) the Trustee becomes incapable of acting.

No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of this Section 7.8.

If the instrument of acceptance by a successor Trustee required by
this Section 7.8 shall not have been delivered to the Trustee within 30 days
after the giving of such notice of removal, the removed Trustee may petition
any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee. At any time within one year after a successor Trustee
appointed by the Company takes office, the Holder or Holders of a majority in
principal amount of then outstanding Notes may, with the Company's consent,
appoint a successor Trustee to replace such successor Trustee as so appointed
by the Company.

A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that
and provided that all sums owing to the retiring Trustee provided for in
Section 7.7 have been paid, the retiring Trustee shall transfer all property
held by it as trustee to the successor Trustee, subject to the lien provided in
Section 7.7, the resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee shall have all the rights, powers and
duties of the Trustee under this Indenture. A successor Trustee shall mail
notice of its succession to each Holder.

If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the Company or any Holder or Holders of
at least 10% in principal amount of then outstanding Notes may petition any
court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 7.10, any Holder or
Holders of at least 10% in principal amount of then outstanding Notes may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee. Any successor Trustee shall comply with
TIA Section 310(a)(5).

Notwithstanding replacement of the Trustee pursuant to this Section
7.8, the Company's obligations under Section 7.7 shall continue for the benefit
of the retiring Trustee.

SECTION 7.9 Successor Trustee by Merger, Etc.

If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation, the resulting, surviving or transferee corporation without any
further act shall, if such resulting, surviving or transferee corporation is

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otherwise eligible hereunder, be the successor Trustee, provided such
corporation shall be otherwise eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto. In case any Notes shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion
or consolidation to such authenticating Trustee may adopt such authentication
and delivery the Notes so authenticated with the same effect as if such
successor Trustee had itself authenticated such Notes.

SECTION 7.10 Eligibility; Disqualification.

The Trustee shall at all times satisfy the requirements of TIA Section
310(a)(1), (2) and (5). The Trustee shall have a combined capital and surplus
of at least $50,000,000 (or being a member or subsidiary of a bank holding
system with aggregate combined capital and surplus of at least $50,000,000) as
set forth in its most recent published annual report of condition if such
corporation or system publishes reports of condition at least annually,
pursuant to law or to the requirements of such supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation or system shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. The Trustee shall comply with TIA Section 310(b); provided, however,
that there shall be excluded from the operation of TIA Section 310(b)(1) any
indenture or indentures under which other securities, or certificates of
interest or participation in other securities of the Company are outstanding if
the requirements for such exclusion set forth in TIA Section 310(b)(1) are met.
The provisions of TIA Section 310 shall apply to the Company, as obligor of the
Notes.

SECTION 7.11 Preferential Collection of Claims Against Company.

The Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated.

ARTICLE VIII

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.1 Option to Effect Legal Defeasance or Covenant
Defeasance.

The Company may, at the option of its Board of Directors evidenced by
a resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 8.2 or 8.3 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article VIII.

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SECTION 8.2 Legal Defeasance and Discharge.

Upon the Company's exercise under Section 8.1 hereof of the option
applicable to this Section 8.2, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.4 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Notes on the
date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Company shall
be deemed to have paid and discharged the entire Indebtedness represented by
the outstanding Notes, which shall thereafter be deemed to be "outstanding"
only for the purposes of Section 8.5 hereof and the other Sections of this
Indenture referred to in (a) and (b) below, and to have satisfied all its other
obligations under such Notes and this Indenture (and the Trustee, on demand of
and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall
survive until otherwise terminated or discharged hereunder: (a) the rights of
Holders of outstanding Notes to receive solely from the trust fund described in
Section 8.4 hereof, and as more fully set forth in such Section, payments in
respect of the principal, premium, interest and Liquidated Damages, if any, on
such Notes when such payments are due, (b) the Company's obligations with
respect to such Notes under Article II and Section 4.2 hereof, (c) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and the
Company's obligations in connection therewith and (d) this Article VIII.
Subject to compliance with this Article VIII, the Company may exercise its
option under this Section 8.2 notwithstanding the prior exercise of its option
under Section 8.3 hereof.

SECTION 8.3 Covenant Defeasance.

Upon the Company's exercise under Section 8.1 hereof of the option
applicable to this Section 8.3, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.4 hereof, be released from its
obligations under the covenants contained in Sections 4.4, 4.5, 4.11, 4.12,
4.13, 4.14, 4.15, 4.16, 4.17, 4.18, 4.19, 4.20 and 4.21 hereof with respect to
the outstanding Notes on and after the date the conditions set forth below are
satisfied (hereinafter, "Covenant Defeasance") and the Notes shall thereafter
be deemed not "outstanding" for the purposes of any direction, waiver, consent
or declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed "outstanding"
for all other purposes hereunder (it being understood that such Notes shall not
be deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes, the Company may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein
or in any other document and such omission to comply shall not constitute a
Default or an Event of Default under Section 6.1 hereof, but, except as
specified above, the remainder of this Indenture and such Notes shall be
unaffected thereby. In addition, upon the Company's exercise under Section 8.1
hereof of the option applicable to this Section 8.3 hereof, subject to the
satisfaction of the conditions set forth in Section 8.4 hereof, Sections 6.1(c)
through 6.1(g) hereof shall not constitute Events of Default.

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SECTION 8.4 Conditions to Legal or Covenant Defeasance.

The following shall be the conditions to the application of either
Section 8.2 or 8.3 hereof to the outstanding Notes:

In order to exercise either Legal Defeasance or Covenant Defeasance:

(a) the Company must irrevocably deposit with the
Trustee, in trust, for the benefit of the Holders, cash in United
States dollars, non-callable Government Securities, or a combination
thereof, in such amounts as will be sufficient, in the opinion of a
nationally recognized firm of independent certified public
accountants, to pay the principal, premium, interest and Liquidated
Damages, if any, on the outstanding Notes on the Stated Maturity
thereof or on the applicable redemption date, as the case may be, and
the Company must specify whether the Notes are being defeased to
maturity or to a particular redemption date;

(b) in the case of an election under Section 8.2 hereof,
the Company shall have delivered to the Trustee an Opinion of Counsel
from nationally recognized tax counsel reasonably acceptable to the
Trustee confirming that (A) the Company has received from, or there
has been published by, the Internal Revenue Service a ruling or (B)
since the date of this Indenture, there has been a change in the
applicable federal income tax law, in either case to the effect that,
and based thereon such Opinion of Counsel shall confirm that, the
Holders of the outstanding Notes will not recognize income, gain or
loss for federal income tax purposes as a result of such Legal
Defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been
the case if such Legal Defeasance had not occurred;

(c) in the case of an election under Section 8.3 hereof,
the Company shall have delivered to the Trustee an Opinion of Counsel
from nationally recognized tax counsel reasonably acceptable to the
Trustee confirming that the Holders of the outstanding Notes will not
recognize income, gain or loss for federal income tax purposes as a
result of such Covenant Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same
times as would have been the case if such Covenant Defeasance had not
occurred;

(d) no Default or Event of Default shall have occurred
and be continuing on the date of such deposit or insofar as Events of
Default from bankruptcy or insolvency events are concerned, at any
time in the period ending on the 91st day after the date of deposit;

(e) such Legal Defeasance or Covenant Defeasance shall
not result in a breach or violation of, or constitute a default under,
any material agreement or instrument (other

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than this Indenture) to which the Company or any of its Restricted
Subsidiaries is a party or by which the Company or any of its
Restricted Subsidiaries is bound;

(f) the Company shall have delivered to the Trustee an
opinion of counsel to the effect that on the 91st day or on the day
after the last day of the applicable preference period under
Bankruptcy Law following the deposit, the trust funds will not be
subject to the effect of any applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights generally;

(g) the Company shall have delivered to the Trustee an
Officers' Certificate stating that the deposit was not made by the
Company with the intent of preferring the Holders over any other
creditors of the Company or with the intent of defeating, hindering,
delaying or defrauding creditors of the Company or others; and

(h) the Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for or relating to the Legal Defeasance
or the Covenant Defeasance have been complied with.

(i) the deposit shall not result in the Company, the
Trustee or the trust becoming or being deemed to be an "investment
company" under the Investment Company Act of 1940, as amended.

SECTION 8.5 Deposited Money and Government Securities to be Held
in Trust; Other Miscellaneous Provisions.

Subject to Section 8.6 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 8.5, the
"Trustee") pursuant to Section 8.4 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium, if any, and interest, but
such money need not be segregated from other funds except to the extent
required by law.

The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the cash or non-callable
Government Securities deposited pursuant to Section 8.4 hereof or the principal
and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

Anything in this Article 8 to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the request
of the Company any money or

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non-callable Government Securities held by it as provided in Section 8.4 hereof
which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee (which may be the opinion delivered under Section 8.4(a) hereof), are
in excess of the amount thereof that would then be required to be deposited to
effect an equivalent Legal Defeasance or Covenant Defeasance.

SECTION 8.6 Repayment to Company.

Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium, if any,
or interest on any Note and remaining unclaimed for two years after such
principal, and premium, if any, or interest has become due and payable shall be
paid to the Company on its request or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Note shall thereafter, as a
secured creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required
to make any such repayment, may at the expense of the Company cause to be
published once, in the New York Times and The Wall Street Journal (national
edition), notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining
will be repaid to the Company.

SECTION 8.7 Reinstatement.

If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 8.2 or
8.3 hereof, as the case may be, by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the Note;
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.2 or 8.3 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.2 or 8.3 hereof,
as the case may be; provided, however, that, if the Company makes any payment
of principal of, premium, if any, or interest on any Note following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.

SECTION 8.8 Discharge of Liability on Securities; Defeasance.

When (a)(i) the Company delivers to the Trustee all outstanding Notes
for cancellation or (ii) all outstanding Notes have become due and payable,
whether at maturity or on a specified redemption date as a result of the
mailing of a notice of redemption pursuant to Article III hereof, (b) the
Company irrevocably deposits with the Trustee money sufficient to pay at
maturity or upon redemption all outstanding Notes, including interest and
premium thereon

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to maturity or such redemption date, and if in either case the Company pays all
other sums payable hereunder by the Company, and (c) if the Notes have been
called for redemption and the redemption date has not occurred, the Company
delivers to the Trustee an Opinion of Counsel in the United States reasonably
acceptable to the Trustee confirming that the Holders of the outstanding Notes
will not recognize income, gain or loss for federal income tax purposes as a
result of such actions and will be subject to federal income tax on the same
amounts, in the same manner and at the same time as would have been the case if
such actions had not occurred, then this Indenture shall cease to be of further
effect except for (i) the provisions set forth in Article II, Section 4.7, 7.7
and 8.6 hereof and (ii) if the Notes have been called for redemption and the
redemption date has not occurred, the Company's obligation to pay the
redemption price on such redemption date. The Trustee shall acknowledge
satisfaction and discharge of this Indenture on demand of the Company
accompanied by an Officer's Certificate and an Opinion of Counsel and at the
cost and expense of the Company.

ARTICLE IX

AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.1 Without Consent of Holders.

The Company and the Trustee may amend or supplement this Indenture or
the Notes without the consent of any Holder of Notes:

(i) to cure any ambiguity, defect or inconsistency;

(ii) to provide for uncertificated Notes in addition to or
in place of certificated Notes;

(iii) to provide for the assumption of the Company's
Obligations to Holders in the case of a merger or consolidation;

(iv) to make any change that would provide any additional
rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights hereunder of any Holder of the
Notes; or

(v) to comply with requirements of the SEC in order to
effect or maintain the qualification of this Indenture under the TIA.

Upon the request of the Company, accompanied by a resolution of the
Board of Directors of the Company, authorizing the execution of any such
supplemental indenture or amendment, and upon receipt by the Trustee of the
documents described in Section 9.6 hereof required or requested by the Trustee,
the Trustee shall join with the Company in the execution of any

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supplemental indenture or amendment authorized or permitted by the terms of
this Indenture and to make any further appropriate agreements and stipulations
which may be therein contained, but the Trustee shall not be obligated to enter
into such supplemental indenture or amendment which affects its own rights,
duties or immunities under this Indenture or otherwise.

SECTION 9.2 With Consent of Holders.

Except as otherwise provided herein, the Company and the Trustee may
amend or supplement this Indenture or the Notes with the written consent of the
Holders of at least a majority in principal amount of the then outstanding
Notes (including consents obtained in connection with a tender offer or
exchange offer for the Notes).

Upon the request of the Company, accompanied by a resolution of the
Board of Directors of the Company authorizing the execution of any such
supplemental indenture or amendment, and upon the filing with the Trustee of
evidence satisfactory to the Trustee of the consent of the Holders of Notes as
aforesaid, and upon receipt by the Trustee of the documents described in
Section 9.6 hereof, the Trustee shall join with the Company in the execution of
such supplemental indenture or amendment unless such supplemental indenture or
amendment affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise, in which case the Trustee may in its discretion, but
shall not be obligated to, enter into such supplemental indenture.

It shall not be necessary for the consent of the Holders under this
Section to approve the particular form of any proposed supplemental indenture
or amendment, but it shall be sufficient if such consent approves the substance
thereof.

After a supplemental indenture or amendment under this Section becomes
effective, the Company shall mail to the Holders of each Note affected thereby
a notice briefly describing the amendment or waiver. Any failure of the Company
to mail such notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any such supplemental indenture, amendment or
waiver. Subject to Sections 6.8, 6.12, 7.2 and 7.7 hereof, the Holders of a
majority in principal amount of the Notes then outstanding may waive compliance
in a particular instance by the Company with any provision of this Indenture or
the Notes. However, without the consent of each Holder of Notes affected, an
amendment or waiver under this Section may not (with respect to any Notes held
by a non-consenting Holder of Notes):

(a) reduce the principal amount of Notes whose Holders
must consent to an amendment, supplement or waiver;

(b) reduce the principal of or change the fixed maturity
of any Note or alter the optional or mandatory redemption provisions
(other than provisions relating to the covenants described in Section
4.20 or 4.21) or reduce the prices at which the Company shall offer to
purchase such Notes pursuant to Sections 4.20 or 4.21 hereof;

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(c) reduce the rate of or change the time for payment of
interest or Liquidated Damages, if any, including default interest, on
any Note;

(d) waive a Default or Event of Default in the payment of
principal of or interest or Liquidated Damages, if any, on, or
redemption payment with respect to, any Note (other than a Default in
the payment of an amount due as a result of an acceleration if the
Holders of Notes rescind such acceleration pursuant to Section 6.2);

(e) make any Note payable in money other than that stated
in the Note;

(f) make any change in the provisions of this Indenture
relating to waiver of past defaults or to the rights of Holders to
receive payments of principal, premiums, interest or Liquidated
Damages, if any, on the Notes or in this sentence of this Section 9.2;

(g) waive a redemption payment with respect to any Note;

(h) make any change to the subordination provisions of
Article XII of this Indenture that adversely affects Holders of Notes;
or

(i) make any change in the foregoing amendment and waiver
provisions.

SECTION 9.3 Compliance with TIA.

If at the time of an amendment to this Indenture or the Notes, this
Indenture shall be qualified under the TIA, every amendment to this Indenture
or the Notes shall be set forth in a supplemental indenture that complies with
the TIA as then in effect.

SECTION 9.4 Revocation and Effect of Consents.

Until a supplemental indenture, an amendment or waiver becomes
effective, a consent to it by a Holder of a Note is a continuing consent by the
Holder and every subsequent Holder of a Note or portion of a Note that
evidences the same debt as the consenting Holder's Note, even if notation of
the consent is not made on any Note. Subject to the following paragraph, any
such Holder or subsequent Holder may revoke the consent as to such Holder's
Note or portion of such Note by notice to the Trustee or the Company received
before the date specified in any solicitation or waiver. Subject to Section 9.2
hereof, a supplemental indenture, amendment or waiver becomes effective in
accordance with its terms and thereafter binds every Holder of Notes.

The Company may fix a record date for determining which Holders must
consent to such supplemental indenture, amendment or waiver or action permitted
by Section 9.2. If the Company fixes a record date, the record date shall be
fixed at the later of (i) 30 days prior to the

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first solicitation of such consent or the date of the most recent list of
Holders furnished to the Trustee prior to such solicitation pursuant to Section
2.5, or (ii) such other date as the Company shall designate.

SECTION 9.5 Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about a supplemental
indenture, amendment or waiver on any Note thereafter authenticated. The
Company in exchange for all Notes may issue and the Trustee shall authenticate
new Notes that reflect the amendment or waiver.

Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment or waiver.

SECTION 9.6 Trustee to Sign Amendments, Etc.

The Trustee shall sign any amendment or supplemental indenture
authorized pursuant to this Article IX if the amendment does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. If it
does, the Trustee may, but need not, sign it. In signing or refusing to sign
such amendment or supplemental indenture, the Trustee shall be entitled to
receive, if requested, an indemnity reasonably satisfactory to it and to
receive and, subject to Section 7.1, shall be fully protected in relying upon,
an Officers' Certificate and an Opinion of Counsel as conclusive evidence that
such amendment or supplemental indenture is authorized or permitted by this
Indenture, that it is not inconsistent herewith or therewith, and that it will
be valid and binding upon the Company in accordance with its terms. The
Company may not sign an amendment or supplemental indenture until the Board of
Directors of the Company approves it.

ARTICLE X

[RESERVED]

ARTICLE XI

[RESERVED]

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ARTICLE XII

SUBORDINATION

SECTION 12.1 Agreement to Subordinate.

The Company agrees, and each Holder by accepting a Note agrees, that
the Indebtedness evidenced by, and the payment of principal, premium, interest
and Liquidated Damages, if any, on, the Notes is subordinated in right of
payment, to the extent and in the manner provided in this Article XII, to the
prior payment in full of all Senior Indebtedness (whether outstanding on the
date hereof or hereafter created, incurred, assumed or guaranteed), and that
the subordination is for the benefit of the holders of Senior Indebtedness.

SECTION 12.2 Liquidation; Dissolution; Bankruptcy.

(a) the holders of Senior Indebtedness shall be entitled
to receive payment in full in cash or Cash Equivalents of all
Obligations due in respect of such Senior Indebtedness (including
interest after the commencement of any such proceeding in accordance
with the terms of the applicable Senior Indebtedness before Holders
shall be entitled to receive any payment of principal, premium,
interest or Liquidated Damages, if any, on the Notes; and

(b) until all Obligations with respect to Senior
Indebtedness are paid in full in cash or Cash Equivalents, any such
distribution to which Holders would be entitled shall be made to the
holders of such Senior Indebtedness;

provided that notwithstanding the foregoing, Holders may receive: (i) Capital
Stock (other than Disqualified Stock); (ii) securities that are subordinated at
least to the same extent as the Notes, to Senior Indebtedness of the Company
and to any securities issued in exchange for such Senior Indebtedness; and
(iii) payments made from the trust described in Article VIII hereof.

SECTION 12.3 Default on Designated Senior Debt.

The Company also may not make any payment of principal, premium,
interest and Liquidated Damages, if any, on the Notes upon or in respect of the
Notes whether on account of principal, interest, premiums, Liquidated Damages
or otherwise (other than as set forth in Section 12.2(b) hereof) if: (i) a
default in the payment of the principal, premium, if any, or

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interest on any Designated Senior Indebtedness occurs and is continuing beyond
any applicable period of grace; or (ii) any other default occurs and is
continuing with respect to Designated Senior Indebtedness or would occur as a
consequence of such payment that permits holders of the Designated Senior
Indebtedness as to which such default relates to accelerate its maturity and
the Trustee receives a written notice of such default (a "Payment Blockage
Notice") from the holders of any such Designated Senior Indebtedness.

The Company may and shall resume payment on the Notes: (1) in the case
of a payment default, upon the date on which such Default is cured or waived or
otherwise has ceased to exist, and (2) in the case of a non-payment default,
the earlier of the date on which such other Default is cured or waived or
otherwise has ceased to exist or 179 days after the date on which the
applicable Payment Blockage Notice is received, unless, in the case of either
clause (1) or (2), the maturity of any Designated Senior Indebtedness has been
accelerated, and such acceleration remains in full force and effect. No new
period of payment blockage may be commenced within 360 days after the receipt
by the Trustee of any prior Payment Blockage Notice. No non-payment default
that existed or was continuing on the date of delivery of any Payment Blockage
Notice to the Trustee shall be, or be made, the basis for a subsequent Payment
Blockage Notice. Following the expiration of any period during which the
Company is prohibited from making payments on the Notes pursuant to a Payment
Blockage Notice, the Company will be obligated to resume making any and all
required payments in respect of the Notes, including without limitation any
missed payments, unless the maturity of any Designated Senior Indebtedness has
been accelerated, and such acceleration remains in full force and effect.

The Company shall give prompt written notice to the Trustee of any
default in the payment of any Senior Indebtedness or any acceleration under any
Senior Indebtedness or under any agreement pursuant to which Senior
Indebtedness may have been issued. Failure to give such notice shall not affect
the subordination of the Notes to the Senior Indebtedness or the application of
the other provisions provided in this Article XII.

SECTION 12.4 Acceleration of Notes.

If payment of the Notes is accelerated because of an Event of Default,
the Company shall promptly notify holders of Senior Indebtedness of the
acceleration.

SECTION 12.5 When Distribution Must be Paid Over.

In the event that the Trustee receives or is holding, or any Holder
receives, any payment of any principal, premium, interest and Liquidated
Damages, if any, with respect to the Notes at a time when the Trustee or such
Holder, as applicable, has actual knowledge (in the case of the Trustee as
described in Section 12.11 hereof), that such payment is prohibited by Section
12.2 or 12.3 hereof, such payment shall be held by the Trustee or such Holder,
in trust for the benefit of, and shall be paid forthwith over and delivered to,
the holders of Senior Indebtedness as their interests may appear or their
Representative under the indenture or other agreement (if any)

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pursuant to which Senior Indebtedness may have been issued, as their respective
interests may appear, for application to the payment of all Obligations with
respect to the Senior Indebtedness remaining unpaid to the extent necessary to
pay such Obligations in full in accordance with their terms, after giving
effect to any concurrent payment or distribution to or for the holders of
Senior Indebtedness.

With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform only such obligations on the part of the Trustee as are
specifically set forth in this Article XII, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness, and shall not be
liable to any such holders if the Trustee shall pay over or distribute to or on
behalf of Holders or the Company or any other Person money or assets to which
any holders of Senior Indebtedness shall be entitled by virtue of this Article
XII, except if such payment is made as a result of the willful misconduct or
gross negligence of the Trustee.

SECTION 12.6 Notice by Company.

The Company shall promptly notify the Trustee and the Paying Agent of
any facts known to the Company that would cause a payment of any Obligations
with respect to the Notes to violate this Article XII, but failure to give such
notice shall not affect the subordination of the Notes to the Senior Debt as
provided in this Article XII.

SECTION 12.7 Subrogation.

After all Senior Indebtedness is paid in full and until the Notes are
paid in full, Holders shall be subrogated (equally and ratably with all other
Indebtedness pari passu with the Notes) to the rights of holders of Senior
Indebtedness to receive distributions applicable to Senior Indebtedness to the
extent that distributions otherwise payable to the Holders have been applied to
the payment of Senior Indebtedness. A distribution made under this Article to
holders of Senior Indebtedness that otherwise would have been made to Holders
is not, as between the Company and Holders, a payment by the Company on the
Notes.

If any payment or distribution to which the Holders would otherwise
have been entitled but for the provisions of this Article XII shall have been
applied, pursuant to the provisions of this Article XII, to the payment of all
amounts payable under the Senior Indebtedness, then and in such case the
Holders shall be entitled to receive from the holders of such Senior
Indebtedness at the time outstanding any payments or distributions received by
such holders of such Senior Indebtedness in excess of the amount sufficient to
pay all amounts payable under or in respect of such Senior Indebtedness in
full; provided that such payments or distributions shall be paid first pro rata
to Holders that previously paid amounts then pro rata to all Holders.

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SECTION 12.8 Relative Rights.

This Article XII defines the relative rights of Holders and holders of
Senior Indebtedness. Nothing in this Indenture shall:

(1) impair, as between the Company and Holders, the obligation of
the Company, which is absolute and unconditional, to pay principal, premium,
interest and Liquidated Damages, if any, on the Notes in accordance with their
terms;

(2) affect the relative rights of Holders and creditors of the
Company other than their rights in relation to holders of Senior Indebtedness;
or

(3) prevent the Trustee or any Holder from exercising its
available remedies upon a Default or an Event of Default, subject to the rights
of holders and owners of Senior Indebtedness to receive distributions and
payments otherwise payable to Holders.

If the Company fails because of this Article XII to pay principal,
premium, interest and Liquidated Damages, if any, on a Note on the due date,
the failure is still a Default or an Event of Default.

SECTION 12.9 Subordination May Not be Impaired by Company.

No right of any holder of Senior Indebtedness to enforce the
subordination of the Indebtedness evidenced by the Notes shall be impaired by
any act or failure to act by the Company or any Holder or by the failure of the
Company or any Holder to comply with this Indenture.

SECTION 12.10 Distribution or Notice to Representative.

Whenever a distribution is to be made or a notice given to holders of
Senior Indebtedness, the distribution may be made and the notice given to their
Representative.

Upon any payment or distribution of assets of the Company referred to
in this Article XII, the Trustee and the Holders shall be entitled to rely upon
any order or decree made by any court of competent jurisdiction or upon any
certificate of such Representative or of the liquidating trustee or agent or
other person making any distribution to the Trustee or to the Holders for the
purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of the Senior Indebtedness and other Indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article
XII.

SECTION 12.11 Rights of Trustee and Paying Agent.

Notwithstanding the provisions of this Article XII or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts that

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would prohibit the making of any payment or distribution by the Trustee, and
the Trustee and the Paying Agent may continue to make payments on the Notes,
unless an authorized Officer of the Trustee shall have received at its office
at least two Business Days prior to the due date of such payment written notice
of facts that would cause the payment of any principal, premium, interest and
Liquidated Damages, if any, with respect to the Notes to violate this Article
XII. Only the Company or a Representative may give the notice. Nothing in this
Article XII shall impair the claims of, or payments to, the Trustee under or
pursuant to Section 7.7 hereof.

The Trustee in its individual or any other capacity may hold Senior
Indebtedness with the same rights it would have if it were not Trustee. Any
Agent may do the same with like rights.

SECTION 12.12 Authorization to Effect Subordination.

Each Holder of a Note by the Holder's acceptance thereof authorizes
and directs the Trustee on the Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article XII, and appoints the Trustee to act as the Holder's attorney-in-fact
for any and all such purposes. If the Trustee does not file a proper proof of
claim or proof of debt in the form required in any proceeding referred to in
Section 6.4 hereof at least 30 days before the expiration of the time to file
such claim, a Representative of Designated Senior Indebtedness is hereby
authorized to file an appropriate claim for and on behalf of the Holders of the
Notes and the Trustee shall have no liability therefor.

SECTION 12.13 Payment.

A payment with respect to a Note or with respect to principal of or
interest on a Note shall include, without limitation, payment of principal,
premium, interest and Liquidated Damages, if any, on any Note, any payment on
account of any mandatory or optional repurchase or redemption of any Note
(including payments pursuant to Article III or Section 4.20 or Section 4.21
hereof) and any payment or recovery on any claim (whether for rescission or
damages and whether based on contract, tort, duty imposed by law, or any other
theory of liability) relating to or arising out of the offer, sale or purchase
of any Note provided that any such payment, other payment or recovery (i) not
prohibited pursuant to this Article XII at the time actually made shall not be
subject to any recovery by any holder of Senior Indebtedness or Representative
therefor or other Person pursuant to this Article XII at any time thereafter
(unless such payment is a voluntary prepayment on the Notes made at the time a
Default exists under this Indenture) and (ii) made by or from any Person other
than the Company shall not be subject to any recovery by any holder of Senior
Indebtedness or Representative therefor or other Person pursuant to this
Article XII at any time thereafter except to the extent such Person recovers
any such amount paid from the Company, whether pursuant to rights of indemnity,
rescission or otherwise.

84
<PAGE> 93
ARTICLE XIII

[RESERVED]

ARTICLE XIV

MISCELLANEOUS

SECTION 14.1 TIA Controls.

If any provision of this Indenture limits, qualifies, or conflicts
with the duties imposed by operation of the TIA, the imposed duties, whether or
not this Indenture has been qualified under the TIA, shall control.

SECTION 14.2 Notices.

Any notices or other communications to the Company or the Trustee
required or permitted hereunder shall be in writing, and shall be sufficiently
given if made by hand delivery, by telex, by telecopier or registered or
certified mail, postage prepaid, return receipt requested, addressed as
follows:

if to the Company:

MMI Products, Inc.
515 West Greens Road
Suite 710
Houston, Texas 77067
Attention: Robert N. Tenczar
Telecopy: (713) 876-1648

if to the Trustee:

U.S. Trust Company of Texas, N.A.
2001 Ross Avenue
Suite 2100
Dallas, Texas 75201
Attention: Corporate Trust Division
Telecopy: (214) 754-1303

85
<PAGE> 94
with a copy to:

Arter & Hadden
1717 Main Street
Suite 4100
Dallas, Texas 75201
Attention: Joseph A. Hoffman

Any party by notice to each other party may designate additional or
different addresses as shall be furnished in writing by such party. Any notice
or communication to any party shall be deemed to have been given or made as of
the date so delivered, if personally delivered; when answered back, if telexed;
when receipt is acknowledged, if telecopied; and five Business Days after
mailing if sent by registered or certified mail, postage prepaid (except that a
notice of change of address shall not be deemed to have been given until
actually received by the addressee).

Any notice or communication mailed to a Noteholder shall be mailed to
him by first class mail or other equivalent means at his address as it appears
on the registration books of the Registrar and shall be sufficiently given to
him if so mailed within the time prescribed.

Failure to mail a notice or communication to a Noteholder or any
defect in it shall not affect its sufficiency with respect to other
Noteholders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it.

SECTION 14.3 Communications by Holders with Other Holders.

Noteholders may communicate pursuant to TIA Section 312(b) with other
Noteholders with respect to their rights under this Indenture or the Notes. The
Company, the Trustee, the Registrar and any other Person shall have the
protection of TIA Section 312(c).

SECTION 14.4 Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

(1) An Officers' Certificate (in form and substance
reasonably satisfactory to the Trustee) stating that, in the opinion of the
signers, all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been fully complied with; and

(2) an Opinion of Counsel (in form and substance
reasonably satisfactory to the Trustee) stating that, in the opinion of such
counsel, all such conditions precedent have been fully complied with.

86
<PAGE> 95
SECTION 14.5 Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

(1) a statement that the Person making such certificate
or opinion has read such covenant or condition;

(2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based;

(3) a statement that, in the opinion of such Person, he
has made such examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not such covenant or condition has
been fully complied with; and

(4) a statement as to whether or not, in the opinion of
each such Person, such condition or covenant has been fully complied with;
provided, however, that with respect to matters of fact an Opinion of Counsel
may rely on an Officers' Certificate or certificates of public officials.

Any certificate, statement or opinion of an officer of the Company may
be based, insofar as it relates to legal matters, upon a certificate or opinion
of or representations by counsel, unless such officer knows that the
certificate or opinion or representations with respect to the matters upon
which his certificate, statement or opinion may be based as aforesaid are
erroneous, or in the exercise of reasonable care should know that the same are
erroneous. Any certificate, statement or opinion of counsel may be based,
insofar as it relates to factual matters and information which is in the
possession of the Company, upon the certificate, statement or opinion of or
representations by an officer or officers of the Company, unless such counsel
knows that the certificate, statement or opinion or representations with
respect to the matters upon which his certificate, statement or opinion may be
based as aforesaid are erroneous.

Any certificate, statement or opinion of an officer of the Company or
of counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Company unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which his certificate, statement or
opinion may be based as aforesaid are erroneous.

Any certificate or opinion of any independent firm of public
accountants filed with the Trustee shall contain a statement that such firm is
independent.

87
<PAGE> 96
SECTION 14.6 Rules by Trustee, Paying Agent, Registrar.

The Trustee may make reasonable rules for action by or at a meeting of
Noteholders. The Paying Agent or Registrar may make reasonable rules for its
functions.

SECTION 14.7 Legal Holidays.

A "Legal Holiday" is a Saturday, a Sunday or a day on which banking
institutions in New York, New York are authorized or obligated by law or
executive order to close. If a payment date is a Legal Holiday at such place,
payment may be made at such place on the next succeeding day that is not a
Legal Holiday, and no interest shall accrue for the intervening period.

SECTION 14.8 Governing Law.

THIS INDENTURE AND THE Notes SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WITHIN THE STATE OF NEW YORK.

SECTION 14.9 No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or any of its Subsidiaries. Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.

SECTION 14.10 No Recourse Against Others.

No direct or indirect partner, employee, stockholder, director or
officer, as such, past, present or future of the Company or any successor
corporation, shall have any personal liability in respect of the obligations of
the Company under the Notes or this Indenture by reason of his, her or its
status as such partner, stockholder, employee, director or officer. Each
Noteholder by accepting a Note waives and releases all such liability. Such
waiver and release are part of the consideration for the issuance of the Notes.

SECTION 14.11 Successors.

All agreements of the Company in this Indenture and the Notes shall
bind its successor. All agreements of the Trustee in this Indenture shall bind
its successor.

SECTION 14.12 Duplicate Originals.

All parties may sign any number of copies or counterparts of this
Indenture. Each signed copy or counterpart shall be an original, but all of
them together shall represent the same agreement.

88
<PAGE> 97
SECTION 14.13 Severability.

In case any one or more of the provisions in this Indenture or in the
Notes shall be held invalid, illegal or unenforceable, in any respect for any
reason, the validity, legality and enforceability of any such provision in
every other respect and of the remaining provisions shall not in any way be
affected or impaired thereby, it being intended that all of the provisions
hereof shall be enforceable to the full extent permitted by law.

SECTION 14.14 Table of Contents, Headings, Etc.

The Table of Contents, Cross-Reference Table and headings of the
Articles and the Sections of this Indenture have been inserted for convenience
of reference only, are not to be considered a part hereof and shall in no way
modify or restrict any of the terms or provisions hereof.

SECTION 14.15 Qualification of Indenture.

The Company shall qualify this Indenture under the TIA in accordance
with the terms and conditions of the Registration Rights Agreement and shall
pay all costs and expenses (including attorneys' fees for the Company and the
Trustee) incurred in connection therewith, including, but not limited to, costs
and expenses of qualification of this Indenture and the Notes and printing this
Indenture and the Notes. The Trustee shall be entitled to receive from the
Company any such Officers' Certificates, Opinions of Counsel or other
documentation as it may reasonably request in connection with any such
qualification of this Indenture under the TIA.

SECTION 14.16 Registration Rights.

Certain Holders of the Notes are entitled to certain registration
rights with respect to such Notes pursuant to, and subject to the terms of, the
Registration Rights Agreement.

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<PAGE> 98
SIGNATURES

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed as of the date first above written.

MMI PRODUCTS, INC., a Delaware corporation

By: /s/ JULIUS S. BURNS
-----------------------------------------
Name: Julius S. Burns
------------------------------------
Title: President and Chief Executive
-----------------------------------
Officer
-----------------------------------

U.S. TRUST COMPANY OF TEXAS, N.A., as Trustee

By: /s/ BILL BARBER
--------------------------------
Name: Bill Barber
---------------------------
Title: Vice President
--------------------------
<PAGE> 99

EXHIBIT A

FORM OF NOTE

(FACE OF NOTE)

MMI PRODUCTS, INC.

11 1/4% [SERIES A] [SERIES B] SENIOR SUBORDINATED NOTE
DUE 2007

No. CUSIP No. ____________

$ _______

MMI Products, Inc., a Delaware corporation (hereinafter called the
"Company," which term includes any successors under the Indenture hereinafter
referred to), for value received, hereby promises to pay to _____, or
registered assigns, the principal sum of ________________________, on April 15,
2007.

Interest Payment Dates: April 15 and October 15, commencing October
15, 1997.

Record Dates: April 1 and October 1.

Reference is made to the further provisions of this Note on the
reverse side, which will, for all purposes, have the same effect as if set
forth at this place.

IN WITNESS WHEREOF, the Company has caused this Instrument to be duly
executed under its corporate seal.

MMI Products, Inc., a Delaware corporation

[Seal]

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

Attest:
---------------------------
Secretary

A-1

<PAGE> 100

FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes described in the within-mentioned Indenture.

U.S. Trust Company of Texas, N.A., as Trustee

By
--------------------------------------
Authorized Signatory

Dated:

A-2

<PAGE> 101

MMI PRODUCTS, INC.

(BACK OF NOTE)

11 1/4% [SERIES A] [SERIES B] SENIOR SUBORDINATED NOTE
DUE 2007

[UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1

[THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY
ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF
THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND
MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF
SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER
OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF

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

1. This paragraph should only be added if the Note is issued in global form.

A-3

<PAGE> 102

SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE
HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE
COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED, ONLY (1)(a) TO A PERSON WHO THE SELLER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144
UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A
NON-UNITED STATES PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 904 UNDER THE SECURITIES ACT OR (d) IN ACCORDANCE WITH ANOTHER
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
(AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), (2)
TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION
AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE
RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.2

1. Interest.

MMI Products, Inc., a Delaware corporation (hereinafter called the
"Company," which term includes any successors under the Indenture hereinafter
referred to), promises to pay interest on the principal amount of this Note at
the rate of 11.25% per annum. To the extent it is lawful, the Company promises
to pay interest on any interest payment due but unpaid at a rate of 11.25% per
annum.

The Company will pay interest semi-annually on April 15 and October 15
of each year (each, an "Interest Payment Date"), commencing October 15, 1997.
Interest on the Notes will accrue from the most recent date to which interest
has been paid or, if no interest has been

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

2. This paragraph should be included only for the Transfer Restricted Notes.

A-4

<PAGE> 103

paid on the Notes, from April 16, 1997. Interest will be computed on the basis
of a 360-day year consisting of twelve 30-day months.

2. Method of Payment.

The Company shall pay interest on the Notes (except defaulted
interest) to the Persons who are the registered Holders at the close of
business on the Record Date immediately preceding the Interest Payment Date.
Holders must surrender Notes to a Paying Agent to collect principal payments.
Any such interest not so punctually paid, and defaulted interest relating
thereto, may be paid to the Persons who are registered Holders at the close of
business on a Special Record Date for the payment of such defaulted interest,
as more fully provided in the Indenture referred to below. Except as provided
below, the Company shall pay principal and interest in such coin or currency of
the United States of America as at the time of payment shall be legal tender
for payment of public and private debts ("U.S. Legal Tender"). The Notes will
be payable as to principal, premium, interest and Liquidated Damages at the
office or agency of the Company maintained for such purpose within the Borough
of Manhattan, The City and State of New York, or at the option of the Company,
payment of principal, premium, interest and Liquidated Damages may be made by
check mailed to the Holders at their addresses set forth in the registry of
Holders, and provided that payment by wire transfer of immediately available
funds will be required with respect to principal of, premium and interest on
and Liquidated Damages with respect to Global Notes.

3. Paying Agent and Registrar.

Initially, U.S. Trust Company of Texas, N.A. (the "Trustee") will act
as Paying Agent and Registrar. The Company may change any Paying Agent,
Registrar or co-Registrar without notice to the Holders. The Company or any of
its Subsidiaries may, subject to certain exceptions, act as Paying Agent,
Registrar or co-Registrar.

4. Indenture.

The Company issued the Notes under an Indenture, dated as of April 16,
1997 (the "Indenture"), between the Company and the Trustee. Capitalized terms
herein are used as defined in the Indenture unless otherwise defined herein.
The terms of the Notes include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act, as in effect on
the date of the Indenture. The Notes are subject to all such terms, and Holders
of Notes are referred to the Indenture and said Act for a statement of them.
The Notes are general unsecured obligations of the Company limited in aggregate
principal amount to $200,000,000, and may be issued in one or more series.

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<PAGE> 104

5. Redemption.

The Notes may not be redeemed prior to April 15, 2002. On or after
April 15, 2002, the Notes may be redeemed in whole or from time to time in part
at any time, at the option of the Company, at the Redemption Price (expressed
as a percentage of principal amount) set forth below with respect to the
indicated Redemption Date, in each case, plus any accrued but unpaid interest
and Liquidated Damages to, but excluding, the Redemption Date.

If redeemed during
the 12-month period
beginning Redemption Price
- ------------------- ----------------
<S> <C>
2002 . . . . . . . . . . . . . . . . . . 105.625%
2003 . . . . . . . . . . . . . . . . . . 103.750%
2004 . . . . . . . . . . . . . . . . . . 101.875%
2005 and thereafter . . . . . . . . . . . 100.000%

</TABLE>

Notwithstanding the foregoing, on or prior to April 15, 2000, the
Company may redeem at any time or from time to time up to 35% of the aggregate
principal amount of the Notes (including, for this purpose, one or more series
of Notes issued under the Indenture) issued, at a redemption price of 111.25%
of the principal amount thereof, plus accrued and unpaid interest and
Liquidated Damages, if any, thereon to the redemption date, with the net
proceeds of one or more Public Equity Offerings; provided, that at least
$78,000,000 in aggregate principal amount of the Notes remain outstanding
following each such redemption; and provided, further, that notice of such
redemption shall be given not later than 30 days and such redemption shall
occur not later than 60 days, after the date of the closing of any such Public
Equity Offering.

6. Notice of Redemption.

Notice of redemption will be sent by first class mail, postage
prepaid, at least 30 days and not more than 60 days prior to the Redemption
Date to the Holder of each Note to be redeemed at such Holder's last address as
then shown upon the registry books of the Registrar. Notes may be redeemed in
part in multiples of $1,000 only.

Except as set forth in the Indenture, from and after any Redemption
Date, if monies for the redemption of the Notes called for redemption shall
have been deposited with the Paying Agent on such Redemption Date and payment
of the Notes called for redemption is not prohibited under Article XII of the
Indenture, the Notes called for redemption will cease to bear interest and the
only right of the Holders of such Notes will be to receive payment of the

A-6

<PAGE> 105
Redemption Price, plus any accrued and unpaid interest and Liquidated Damages,
if any, to the Redemption Date.

7. Denominations; Transfer; Exchange.

The Notes are in registered form, without coupons, in denominations of
$1,000 and integral multiples of $1,000. A Holder may register the transfer
of, or exchange Notes in accordance with, the Indenture. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or permitted
by the Indenture. The Registrar need not register the transfer of or exchange
any Notes selected for redemption.

8. Persons Deemed Owners.

The registered Holder of a Note may be treated as the owner of it for
all purposes.

9. Unclaimed Money.

If money for the payment of principal, interest or Liquidated Damages
remains unclaimed for two years, the Trustee and the Paying Agent(s) will pay
the money back to the Company at its written request. After that, all liability
of the Trustee and such Paying Agent(s) with respect to such money shall cease.

10. Amendment; Supplement; Waiver.

Subject to certain exceptions, the Indenture or the Notes may be
amended or supplemented, and any existing Default or Event of Default or
compliance with any provision may be waived, with the written consent of the
Holders of a majority in aggregate principal amount of the Notes then
outstanding. Without notice to or consent of any Holder, the parties thereto
may amend or supplement the Indenture or the Notes to, among other things, cure
any ambiguity, defect or inconsistency, or make any other change that does not
adversely affect the rights of any Holder of a Note.

11. Ranking.

Payment of principal, premium, interest and Liquidated Damages, if
any, with respect to the Notes is subordinated, in the manner and to the extent
set forth in the Indenture, to the prior payment in full of all Senior
Indebtedness.

A-7
<PAGE> 106

12. Change of Control.

In the event of a Change of Control of the Company, each Holder of
Notes will have the right to require the Company to repurchase all or any part
(equal to $1,000 or an integral multiple thereof) of such Holder's Notes, at an
offer price in cash equal to 101% of the aggregate principal amount thereof,
plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the
Change of Control Payment Date.

13. Asset Sales.

In the event of certain Asset Sales, the Company may be required to
make an Asset Sale Offer to purchase the maximum principal amount of Notes that
may be purchased out of Excess Proceeds, at an offer price in cash equal to
100% of the principal amount of the Notes, plus accrued and unpaid interest and
Liquidated Damages, if any, thereon to the date of purchase.

14. Successors.

When a successor assumes all the obligations of its predecessor under
the Notes and the Indenture, the predecessor will be released from those
obligations.

15. Restrictive Covenants.

The Indenture imposes certain limitations on, among other things, the
ability of the Company to consolidate or merge with or into, or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of its
properties or assets, the ability of the Company or its Restricted Subsidiaries
to dispose of certain assets, to declare or pay dividends or make certain other
distributions and payments, to make certain investments or purchase, redeem, or
otherwise acquire or retire for value Equity Interests, to incur additional
Indebtedness or incur Liens and to enter into certain transactions with
Affiliates, all subject to certain limitations described in the Indenture.

16. Defeasance.

The Indenture contains provisions that permit the Company to defease
the Notes (and satisfy generally its Obligations under the Indenture or with
respect to certain covenants contained therein) under certain circumstances
subject to the conditions specified therein.

17. Defaults and Remedies.

If an Event of Default occurs and is continuing (other than an Event
of Default relating to certain events of bankruptcy, insolvency or
reorganization), then either the Trustee or the Holders of 25% in aggregate
principal amount of Notes then outstanding may declare all the Notes to be due
and payable immediately; provided, however, that after such acceleration, but

A-8

<PAGE> 107

before a judgment or decree based on acceleration, the Holders of a majority in
aggregate principal amount of outstanding Notes may, under certain
circumstances, rescind and annul such acceleration if all Events of Default,
other than non-payment of accelerated principal, have been cured or waived as
provided in the Indenture. Holders of Notes may not enforce the Indenture or
the Notes except as provided in the Indenture. Subject to certain limitations,
Holders of a majority in aggregate principal amount of the Notes then
outstanding may direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Holders of Notes notice of any continuing Default or
Event of Default (except a Default in payment of principal, interest or
Liquidated Damages), if it determines that withholding notice is in their
interest.

18. Trustee Dealings with Company.

The Trustee under the Indenture, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the
Company or its Affiliates, and may otherwise deal with the Company or its
Affiliates as if it were not the Trustee.

19. No Recourse Against Others.

No stockholder, director, officer or employee, as such, past, present
or future, of the Company or any successor corporation shall have any personal
liability in respect of the obligations of the Company under the Notes or the
Indenture by reason of his, her or its status as such stockholder, director,
officer or employee. Each Holder of a Note by accepting a Note waives and
releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes.

20. Authentication.

This Note shall not be valid until the Trustee or authenticating agent
signs the certificate of authentication on the other side of this Note.

21. Abbreviations and Defined Terms.

Customary abbreviations may be used in the name of a Holder of a Note
or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by
the entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).

22. CUSIP Numbers.

Pursuant to a recommendation promulgated by the Committee on Uniform
Note Identification Procedures, the Company will cause CUSIP numbers to be
printed on the Notes

A-9

<PAGE> 108

as a convenience to the Holders of the Notes. No representation is made as to
the accuracy of such numbers as printed on the Notes and reliance may be placed
only on the other identification numbers printed hereon.

23. Additional Rights of Holders of Transfer Restricted Notes.

In addition to the rights provided to Holders of Notes under the
Indenture, Holders of Notes shall have all the rights set forth in the
Registration Rights Agreement.

The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Registration Rights
Agreement. Request may be made to:

MMI Products, Inc.
515 West Greens Road
Suite 710
Houston, Texas 77067
Attention: Robert N. Tenczar

24. Governing Law.

This Note and the Indenture shall be governed by and construed in
accordance with the laws of the State of New York, as applied to contracts made
and performed entirely within the State of New York, without regard to
principles of conflicts of law.

25. Agreement to Terms.

Each Holder, by accepting a Note, agrees to be bound by all of the
terms and provisions of the Indenture, as the same may be amended from time to
time.

A-10
<PAGE> 109

FORM OF ASSIGNMENT

I or we assign this Note to

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

- --------------------------------------------------------------------------------
(Print or type name, address and zip code of assignee)

Please insert Social Note or other identifying number of assignee

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

and irrevocably appoint ______________________ agent to transfer this Note on
the books of the Company. The agent may substitute another to act for him.

Dated: Signed:
-------------------- ------------------------------------------

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

(Sign exactly as name appears on
the other side of this Note)

Signature Guarantee:

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

NOTICE: Your Signature must be guaranteed by an Institution which is a member
of one of the following recognized signature Guarantee Programs: (i) The
Securities Transfer Agent Medallion Program; (ii) The New York Stock Exchange
Medallion Program; (iii) The Stock Exchange Medallion Program; or (iv) any
other guarantee program acceptable to the Trustee.

A-11
<PAGE> 110

FORM OF OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company
pursuant to Section 4.20 or Section 4.21 of the Indenture, check the
appropriate box:

Section 4.20 { } Section 4.21 { }

If you want to have only part of this Note purchased by the Company
pursuant to Section 4.20 or Section 4.21 of the Indenture, state the amount (in
integral multiples of $1,000):

$
----------------

Date:
------------------------------

Signature:
-------------------------
(Sign exactly as your name appears on the other side of this Note)

Signature Guarantee:

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

A-12
<PAGE> 111

SCHEDULE OF EXCHANGES OF DEFINITIVE NOTES3

The following exchanges of a part of this Global Note for
Definitive Notes have been made:

Amount of Amount of Principal Amount Signature of
decrease in increase in of this Global authorized officer of
Principal Amount Principal Amount of Note following Trustee or
Date of of this Global this Global such decrease (or Notes
Exchange Note Note increase) Custodian
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>

</TABLE>

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

3. This schedule should only be added if the Note is issued in global form.

A-13
<PAGE> 112
CERTIFICATE TO BE DELIVERED UPON EXCHANGE
OR REGISTRATION OF TRANSFER OF NOTES

Re: 11 1/4% SERIES A SENIOR SUBORDINATED NOTES DUE 2007 OF MMI PRODUCTS, INC.

This Certificate relates to $______ principal amount of Notes held in (*)
_____ book-entry or (*) ______ definitive form by _____ (the "Transferor").

1. The Transferor:*

[ ] (a) has requested the Registrar by written order to exchange or
register the transfer of a Note or Notes; or

[ ] (b) has requested the Trustee by written order to exchange its
Note or Notes beneficial interest in the Global Note held by the Depositary a
Note or Notes in definitive, registered form for a beneficial interest in a
Global Note held by the Depositary equal to the principal amount of Notes it
holds (or the portion thereof indicated above).

[ ] (c) has requested the Trustee by written order to deliver in
exchange for its beneficial interest in a Global Note held by the Depositary a
Note or Notes in definitive, registered form equal to its beneficial interest
in such Global Note (or the portion thereof indicated above).

2. In connection with such request and in respect of each such
Note, the Transferor does hereby certify that Transferor is familiar with the
Indenture relative to the above-captioned Notes and that the transfer of this
Note does not require registration under the Securities Act (as defined below)
because:*

[ ] (a) Such Note is being acquired for the Transferor's own account,
without transfer (in satisfaction of Section 2.6(b)(ii)(A) or Section
2.6(d)(i)(A) of the Indenture).

[ ] (b) Such Note is being transferred to a "qualified institutional
buyer" (as defined in Rule 144A under the Securities Act of 1933, as amended
(the "Securities Act")), in a transaction meeting the requirement of Rule 144A
under the Securities Act.

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

A-14
<PAGE> 113

* Check applicable box.

[ ] (c) Such Note is being transferred outside the U.S. to a foreign
person pursuant to an exemption from registration in a transaction meeting the
requirements of Regulation S under the Securities Act.

[ ] (d) Such Note is being transferred to an institutional investor
that is an "accredited investor" within the meaning of Rule 501(a)(1), (2), (3)
or (7) under the Securities Act pursuant to a private placement exemption from
the registration requirements of the Securities Act (based on a certification
delivered pursuant to the Indenture).

[ ] (e) Such Note is being transferred pursuant to an effective
registration statement under the Securities Act.

[ ] (f) Such Note is being transferred in a transaction meeting the
requirements of Rule 144 under the Securities Act.

[ ] (g) Such Note is being transferred in reliance on and in
compliance with another exemption from the registration requirements of the
Securities Act. An Opinion of Counsel, if so requested by the Company or the
Trustee, to the effect that such transfer is in compliance with the Securities
Act accompanies this Certificate.

-----------------------------------
[INSERT NAME OF TRANSFEROR]

By:
--------------------------------

Date:
-----------------------------

A-15
<PAGE> 114

3. Affiliation with the Company (check if applicable)

[ ] (a) The undersigned represents and warrants that it is,
or at some time during which it held this Note was,
an Affiliate of the Company.

(b) If 3(a) above is checked and if the undersigned was
not an Affiliate of the Company at all times during
which it held this Note, indicate the periods during
which the undersigned was an Affiliate of the
Company: ________________________________.

(c) If 3(a) above is checked and if the Transferee will
not pay the full purchase price for the transfer of
this Note on or prior to the date of transfer
indicate when such purchase price will be paid:
________________________________.

A-16

<PAGE> 115

TO BE COMPLETED BY TRANSFEREE IF 2(b) ABOVE IS CHECKED AND THE TRANSFEROR IS
NOT A QUALIFIED INSTITUTIONAL BUYER:

The undersigned represents and warrants that it is a
"qualified institutional buyer" as defined in Rule 144A under the Securities
Act of 1933, as amended, and acknowledges that it has received such information
regarding the Company as the undersigned has requested pursuant to Rule 144A or
has determined not to request such information and it is aware that the
transferor is relying upon the undersigned's foregoing representation in order
to claim the exemption from registration provided by Rule 144A.

Dated:
--------------- ------------------------------
NOTICE: To be executed
by an officer.

TO BE COMPLETED BY TRANSFEREE IF 2(c) ABOVE IS CHECKED:

The undersigned represents and warrants that it is not a "U.S.
Person" (as defined in Regulation S under the Securities Act of 1933).

Dated:
--------------- ------------------------------
NOTICE: To be executed
by an officer.

If none of the boxes under Section 2 of this certificate is checked or if any
of the above representations required to be made by the Transferee is not made,
the Registrar shall not be obligated to register this Note in the name of any
person other than the Holder hereof.

THE UNDERSIGNED HEREBY AGREES THAT, UNLESS THE BOX ABOVE UNDER ITEM 3(a) IS
CHECKED, THE UNDERSIGNED SHALL BE DEEMED TO HAVE REPRESENTED THAT IT IS NOT NOR
HAS IT BEEN AT ANY TIME DURING WHICH IT HELD THIS NOTE AN AFFILIATE, AS DEFINED
IN RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OF THE COMPANY.

Dated:
--------------- ------------------------------
NOTICE: The signature of the
Holder to this assignment must
correspond with the name as
written upon the face of this
Note particular, without
alteration or enlargement or
any change whatsoever.

A-17

<PAGE> 116

EXHIBIT B
FORM OF LETTER TO BE DELIVERED
BY ACCREDITED INSTITUTIONS

U.S. Trust Company of Texas, N.A.
ATTN: _____________________

We are delivering this letter in connection with the proposed sale to
U.S. of the % Senior Subordinated Notes due 2007 (the "Notes") of MMI Products
Inc., a Delaware corporation (the "Company").

We hereby confirm that:

(i) we are in an institution that is an "accredited investor"
within the meaning of Rule 501(a)(1), (2), (3) or (7) under the
Securities Act of 1933, as amended (the "Securities Act"), or an
institution in which all of the equity owners are accredited investors
within the meaning of Rule 501(a)(1), (2), (3) or (7) under the
Securities Act (an "Institutional Accredited Investor");

(ii) any purchase of Notes by us will be for our own account or
for the account of one or more other Institutional Accredited
Investors;

(iii) in the event that we purchase any Notes by us will be
for our own account or for the account of one or more other
Institutional Accredited Investors;

(iv) we have such knowledge and experience in financial and
business matters that we are capable of evaluating the merits and risks
of purchasing Notes, and we and each separate account for which we are
acting is able to bear the economic risks of its or their investment;

(v) we are not acquiring Notes with a view to any distribution
thereof in a transaction that would violate the Securities Act or the
securities laws of any State of the United States or any other
applicable jurisdiction; provided that the disposition of our property
and the property of any accounts for which we are acting as fiduciary
shall remain at all times within our control; and

(vi) we acknowledge that we have had access to such financial
and other information, and have been afforded the opportunity to ask
such questions of representatives of the Company and receive answers
thereto, as we deem necessary in connection with our decision to
purchase Notes.

B-1

<PAGE> 117

We understand that the Notes are being offered in a transaction not
involving any public offering within the meaning of the Securities Act and that
the Notes have not been registered under the Securities Act, and we agree, on
our own behalf and on behalf of each account for which we acquire any Notes,
that such Notes may be offered, resold, pledged or otherwise transferred only
(i) to a person whom we reasonably believe to be a qualified institutional
buyer (as defined in Rule 144A under the Securities Act) in a transaction
meeting the requirements of Rule 144A, in a transaction meeting the
requirements of Rule 144 under the Securities Act, outside the United States in
a transaction meeting the requirements of Rule 904 under the Securities Act, or
in accordance with another exemption from the registration requirements of the
Securities Act (and based upon an opinion of counsel, if the Company so
requests), (ii) to the Company or (iii) pursuant to an effective registration
statement, and, in each case, in accordance with any applicable securities laws
of any State of the United States or any other applicable jurisdiction. We
understand that the registrar will not be required to accept for registration
of transfer any Notes, except upon presentation of evidence satisfactory to the
Company that the foregoing restrictions on transfer have been complied with.

We acknowledge that you and the Company will rely upon our
confirmation, acknowledgments and agreements set forth herein, and we agree to
notify you promptly in writing if any of our representations or warranties
herein ceases to be accurate and complete.

THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.

-------------------------------
(Name of Purchaser)

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

B-2
<PAGE> 118

EXHIBIT C
GUARANTEE

For value received, the undersigned hereby unconditionally guarantees
to the Holders of Notes the payments of principal of, premium, if any, and
interest on such Notes in the amounts and at the time when due and interest on
the overdue principal, premium, if any, and interest, if any, of such Notes, if
lawful, and the payment or performance of all other obligations of the Company
under the Indenture or the Notes, to the Holders of the Notes and the Trustee,
all in accordance with and subject to the terms and limitations of the Notes,
Article X of the Indenture and this Guarantee. This Guarantee will become
effective in accordance with Article X of the Indenture and its terms shall be
evidenced therein. The validity and enforceability of any Guarantee shall not
be affected by the fact that it is not affixed to any particular Note.

The obligations of the undersigned to the Holders of Notes and to the
Trustee pursuant to the Guarantee and the Indenture are expressly set forth in
Article X of the Indenture and reference is hereby made to the Indenture for
the precise terms of the Guarantee and all of the other provisions of the
Indenture to which this Guarantee relates. The Indebtedness evidenced by this
Guarantee is, to the extent and in the manner provided in the Indenture,
subordinate and subject in right of payment to the prior payment in full in
cash or Cash Equivalents of all Guarantor Senior Indebtedness as defined in the
Indenture, and this Guarantee is issued subject to such provisions. Each Holder
of a Note, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee, on behalf of such Holder,
to take such action as may be necessary to appropriate to effectuate the
subordination as provided in the Indenture and (c) appoints the Trustee
attorney-in-fact of such Holder for such purpose; provided, however, that such
subordination provisions shall cease to affect amounts deposited in accordance
with the defeasance provisions of the Indenture upon the terms and conditions
set forth therein.

This Guarantee is subject to release upon the terms set forth in the Indenture.

[NAME OF GUARANTOR]

By:
---------------------------------------------

Name:

Title:

C-1

<PAGE> 119

EXHIBIT D
ARTICLE X
GUARANTEE OF NOTES

SECTION 10.1 Subsidiary Guarantee.

Subject to Section 10.06 hereof, the Guarantors hereby, jointly and
severally, unconditionally guarantees to each Holder of a Note authenticated
and delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes
and the Obligations of the Company hereunder and thereunder, that: (a) the
principal of and premium, interest and Liquidated Damages, if any, on the Notes
will be promptly paid in full when due, subject to any applicable grace period,
whether at maturity, by acceleration, redemption or otherwise, and interest on
the overdue principal, premium, (to the extent permitted by law) interest and
Liquidated Damages, if any, on the Notes, and all other payment Obligations of
the Company to the Holders or the Trustee hereunder or thereunder will be
promptly paid in full and performed, all in accordance with the terms hereof
and thereof; and (b) in case of any extension of time of payment or renewal of
any Notes or any of such other Obligations, the same will be promptly paid in
full when due or performed in accordance with the terms of the extension or
renewal, subject to any applicable grace period, whether at stated maturity, by
acceleration, redemption or otherwise. Failing payment when so due of any
amount so guaranteed or any performance so guaranteed for whatever reason the
Guarantors will be jointly and severally obligated to pay the same immediately.
An Event of Default under this Indenture or the Notes shall constitute an event
of default under the Subsidiary Guarantees, and shall entitle the Holders to
accelerate, the Obligations of the Guarantors hereunder in the same manner and
to the same extent as the Obligations of the Company. The Guarantors hereby
agree that their Obligations hereunder shall be unconditional, irrespective of
the validity, regularity or enforceability of the Notes or this Indenture, the
absence of any action to enforce the same, any waiver or consent by any Holder
with respect to any provisions hereof or thereof, the recovery of any judgment
against the Company, any action to enforce the same or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
Guarantor. Each Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Company, any right to require a preceding first against the Company,
protest, notice and all demands whatsoever and covenants that this Subsidiary
Guarantee will not be discharged except by complete performance of the
Obligations contained in the Notes and this Indenture. If any Holder or the
Trustee is required by any court or otherwise to return to the Company, the
Guarantors, or any Note Custodian, Trustee, liquidator or other similar
official acting in relation to either the Company or the Guarantors, any amount
paid by the Company or any Guarantor to the Trustee or such Holder, this
Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated
in full force and effect. Each Guarantor agrees that it shall not be entitled
to, and hereby waives, any right of

D-1
<PAGE> 120

subrogation in relation to the Holders in respect of any Obligations guaranteed
hereby. Each Guarantor further agrees that, as between the Guarantors, on the
one hand, and the Holders and the Trustee, on the other hand, (a) the maturity
of the Obligations guaranteed hereby may be accelerated as provided in Article
VI hereof for the purposes of its Subsidiary Guarantee, notwithstanding any
stay, injunction or other prohibition preventing such acceleration in respect
of the Obligations guaranteed thereby, and (b) in the event of any declaration
of acceleration of such Obligations as provided in Article VI hereof, such
Obligations (whether or not due and payable) shall forthwith become due and
payable by the Guarantor for the purpose of its Subsidiary Guarantee. The
Guarantors shall have the right to seek contribution from any non-paying
Guarantor so long as the exercise of such right does not impair the rights of
the Holders under the Subsidiary Guarantees.

SECTION 10.2 Execution and Delivery of Subsidiary Guarantee.

To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof,
each Guarantor hereby agrees that a notation of such Subsidiary Guarantee
substantially in the form of Exhibit D to the Indenture shall be endorsed by
manual or facsimile signature by an Officer of such Guarantor on each Note
authenticated and delivered by the Trustee and that this Indenture shall be
executed on behalf of such Guarantor, by manual or facsimile signature, by an
Officer of such Guarantor.

After the date of this Indenture, if the Company or any or its
Restricted Subsidiaries shall acquire or create a Restricted Subsidiary, or
redesignate an Unrestricted Subsidiary to be a Restricted Subsidiary, then the
Company shall cause such Restricted Subsidiary to execute a Subsidiary
Guarantee substantially in the form of Exhibit D. Such Subsidiary Guarantee
shall be accompanied by an appropriate supplemental Indenture, along with such
other opinions, certificates and documents required under this Indenture;
provided, however, that any Subsidiary that has been properly designated as an
Unrestricted Subsidiary in accordance with this Indenture need not execute a
Subsidiary Guarantee for so long as it continues to constitute an Unrestricted
Subsidiary.

Each Guarantor hereby agrees that its Subsidiary Guarantee shall remain
in full force and effect notwithstanding any failure to endorse on each Note a
notation of such Subsidiary Guarantee.

If an Officer whose signature is on this Indenture or on the Subsidiary
Guarantee no longer holds that office at the time the Trustee authenticates the
Senior Note on which a Subsidiary Guarantee is endorsed, the Subsidiary
Guarantee shall be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee
set forth in this Indenture on behalf of the Guarantors.

D-2
<PAGE> 121

SECTION 10.3 Guarantors May Consolidate, etc., on Certain Terms.

(a) Except as set forth in Articles 4 and 5 hereof, nothing
contained in this Indenture shall prohibit a merger between a Guarantor and
another Guarantor or a merger between a Guarantor and the Company.

(b) No Guarantor shall consolidate with or merge with or into
(whether or not such Guarantor is the surviving Person), another corporation,
Person or entity whether or not affiliated with such Guarantor unless, other
than with respect to a merger between a Guarantor and another Guarantor or a
merger between a Guarantor and the Company, (i) subject to the provisions of
Section 10.04 hereof, the Person formed by or surviving any such consolidation
or merger (if other than such Guarantor) assumes all the obligations of such
Guarantor pursuant to a supplemental indenture under the Notes and this
Indenture; (ii) immediately after giving effect to such transaction, no Default
or Event of Default exists; (iii) the Company would be permitted to incur at
least $1.00 of additional Indebtedness pursuant to the Consolidated Interest
Coverage Ratio test set forth in the first paragraph of Section 4.11 hereof.

(c) In the case of any such consolidation, merger, sale or
conveyance and upon the assumption by the successor Person, by supplemental
indenture, executed and delivered to the Trustee of the Subsidiary Guarantee
endorsed upon the Notes and the due and punctual performance of all of the
covenants and conditions of this Indenture to be performed by the Guarantor,
such successor Person shall succeed to and be substituted for the Guarantor
with the same effect as if it had been named herein as a Guarantor; provided
that, solely for purposes of computing Consolidated Cash Flow and the Fixed
Charge Coverage Ratio for purposes of Section 4.11 hereof, the Consolidated
Cash Flow of any Person other than the Company and its Restricted Subsidiaries
shall only be included for periods subsequent to the effective time of such
merger, consolidation, combination or transfer of assets. Such successor Person
thereupon may cause to be signed any or all of the Subsidiary Guarantees to be
endorsed upon all of the Notes issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee. All of the
Subsidiary Guarantees so issued shall in all respects have the same legal rank
and benefit under this Indenture as the Subsidiary Guarantees theretofore and
thereafter issued in accordance with the terms of this Indenture as though all
of such Subsidiary Guarantees had been issued at the date of the execution
hereof.

D-3
<PAGE> 122

SECTION 10.4 Releases Following Sale of Assets.

In the event of a sale or other disposition of all of the assets of any
Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a sale
or other disposition of all of the capital stock of any Guarantor, then such
Guarantor (in the event of a sale or other disposition, by way of such a
merger, consolidation or otherwise, of all of the capital stock of such
Guarantor) or the corporation acquiring the property (in the event of a sale or
other disposition of all of the assets of such Guarantor) shall be released and
relieved of any obligations under its Subsidiary Guarantee; provided that (i)
in the event of an Asset Sale, the Net Proceeds from such sale or other
dispositions are treated in accordance with the provisions of Section 4.12
hereof and (ii) the Company is in compliance with all other provisions of this
Indenture applicable to such disposition. Upon delivery by the Company to the
Trustee of an Officers' Certificate to the effect of the foregoing, the Trustee
shall execute any documents reasonably required in order to evidence the
release of any Guarantor from its Obligation under its Subsidiary Guarantee.
Any Guarantor not released from its Obligations under its Subsidiary Guarantee
shall remain liable for the full amount of principal of and premium, interest
and Liquidated Damages, if any, on the Notes and for the other Obligations of
such Guarantor under this Indenture as provided in this Article X.

SECTION 10.5 Releases Following Designation as an Unrestricted
Subsidiary.

In the event that the Company designates a Guarantor to be an
Unrestricted Subsidiary, then such Guarantor shall be released and relieved of
any obligations under its Subsidiary Guarantee; provided that such designation
is conducted in accordance with this Indenture.

SECTION 10.6 Limitation on Guarantor Liability.

For purposes hereof, each Guarantor's liability shall be limited to the
lesser of (a) the aggregate amount of the Obligations of the Company under the
Notes and this Indenture and (b) the amount, if any, which would not have (i)
rendered such Guarantor insolvent (as such term is defined in the Bankruptcy
Law) or (ii) left such Guarantor with unreasonably small capital at the time
its Subsidiary Guarantee of the Notes was entered into; provided that, it will
be a presumption in any lawsuit or other proceeding in which a Guarantor is a
party that the amount guaranteed pursuant to the Subsidiary Guarantee is the
amount set forth in clause (a) above unless any creditor, or representative of
creditors of such Guarantor, or debtor in possession or trustee in bankruptcy
of the Guarantor, otherwise proves in such a lawsuit that the aggregate
liability of the Guarantor is the amount set forth in clause (b) above. In
making any determination as to solvency or sufficiency of capital of a
Guarantor in accordance with the previous sentence, the right of such Guarantor
to contribution from other Guarantors, and any other rights such Guarantor may
have, contractual or otherwise, shall be taken into account.

D-4

<PAGE> 123

SECTION 10.7 "Trustee" to Include Paying Agent.

In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article X shall in each case (unless the context shall
otherwise require) be construed as extending to and including such Paying Agent
within its meaning as fully and for all intents and purposes as if such Paying
Agent were named in this Article 10 in place of the Trustee.

D-5

<PAGE> 1
EXHIBIT 4.2

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

MMI PRODUCTS, INC.

$120,000,000

11 1/4% Series A Senior Subordinated Notes due 2007

Registration Rights Agreement

April 16, 1997

BEAR, STEARNS & CO. INC.

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

<PAGE> 2
This Registration Rights Agreement (this "Agreement") is made and
entered into as of April 16, 1997 by and between MMI Products, Inc., a Delaware
corporation (the "Company"), and Bear, Stearns & Co., Inc. (the "Initial
Purchaser"), who has agreed to purchase the Company's 11 1/4% Series A Senior
Notes due 2007 (the "Series A Notes") pursuant to the Purchase Agreement (as
defined below).

This Agreement is made pursuant to the Purchase Agreement, dated April
11, 1997 (the "Purchase Agreement"), by and between the Company and the Initial
Purchaser. In order to induce the Initial Purchaser to purchase the Series A
Notes, the Company has agreed to provide the registration rights set forth in
this Agreement. The execution and delivery of this Agreement is a condition to
the obligation of the Initial Purchaser set forth in Section 2 of the Purchase
Agreement.

The parties hereby agree as follows:

SECTION 1. DEFINITIONS

As used in this Agreement, the following capitalized terms shall have
the following meanings:

Act: The Securities Act of 1933, as amended.

Broker-Dealer: Any broker or dealer registered under the Exchange
Act.

Closing Date: The date of this Agreement.

Commission: The Securities and Exchange Commission.

Consummation: A Registered Exchange Offer shall be deemed
"Consummated" for purposes of this Agreement upon the occurrence of (i) the
filing and effectiveness under the Act of the Exchange Offer Registration
Statement relating to the Series B Notes to be issued in the Exchange Offer,
(ii) the maintenance of such Registration Statement continuously effective and
the keeping of the Exchange Offer open for a period not less than the minimum
period required pursuant to Section 3(b) hereof, and (iii) the delivery by the
Company to the Registrar under the Indenture of Series B Notes in the same
aggregate principal amount as the aggregate principal amount of Series A Notes
that were properly tendered by Holders thereof pursuant to the Exchange Offer.

Damages Payment Date: With respect to the Series A Notes, each
Interest Payment Date.

Effectiveness Target Date: As defined in Section 5.

1
<PAGE> 3
Exchange Offer: The registration by the Company under the Act of the
Series B Notes pursuant to a Registration Statement pursuant to which the
Company offers the Holders of all outstanding Transfer Restricted Notes the
opportunity, subject to the provisions of this Agreement, to exchange all such
outstanding Transfer Restricted Notes held by such Holders for Series B Notes
in an aggregate principal amount equal to the aggregate principal amount of the
Transfer Restricted Notes tendered in such exchange offer by such Holder.

Exchange Offer Registration Statement: The Registration Statement
relating to the Exchange Offer, including the related Prospectus.

Exempt Resales: The transactions in which the Initial Purchaser
proposes to sell the Series A Notes (i) to certain "qualified institutional
buyers" as such term is defined in Rule 144A under the Act, and (ii) to certain
institutional "accredited investors," as such term is defined in Rule
501(a)(1), (2), (3) and (7) of Regulation D under the Act ("Accredited
Institutions").

Holders: As defined in Section 2(b) hereof.

Indemnified Holder: As defined in Section 8(a) hereof.

Indenture: The Indenture, dated as of April ___, 1997, between the
Company and U.S. Trust Company of Texas, N.A., as trustee (the "Trustee"),
pursuant to which the Notes are to be issued, as such Indenture is amended or
supplemented from time to time in accordance with the terms thereof.

Initial Purchaser: As defined in the preamble hereto.

Interest Payment Date: As defined in the Indenture and the Notes.

NASD: National Association of Securities Dealers, Inc.

Notes: The Series A Notes and the Series B Notes, collectively.

Person: An individual, partnership, corporation, trust or
unincorporated organization, or a government or agency or political subdivision
thereof.

Prospectus: The prospectus included in a Registration Statement, as
amended or supplemented by any prospectus supplement and by all other
amendments thereto, including post-effective amendments, and all material
incorporated by reference into such Prospectus.

2
<PAGE> 4
Record Holder: With respect to any Damages Payment Date relating to
Notes, each Person who is a Holder of Notes on the record date with respect to
the Interest Payment Date on which such Damages Payment Date shall occur.

Registration Default: As defined in Section 5 hereof.

Registration Statement: Any registration statement of the Company
relating to (a) an offering of Series B Notes pursuant to an Exchange Offer or
(b) the registration for resale of Transfer Restricted Notes pursuant to the
Shelf Registration Statement, which is filed pursuant to the provisions of this
Agreement, in each case, including the Prospectus included therein, all
amendments and supplements thereto (including post-effective amendments) and
all exhibits and material incorporated by reference therein.

Series B Notes: The Company's 11 1/4% Series B Senior Notes due 2007
to be issued pursuant to the Indenture in the Exchange Offer.

Shelf Filing Deadline: As defined in Section 4 hereof.

Shelf Registration Statement: As defined in Section 4 hereof.

Specified Participant: In the case of (a) the Shelf Registration
Statement (or any amendment or supplement thereto), any selling Holder and the
underwriter(s), if any, with respect to the Transfer Restricted Notes that are
the subject thereof and (b) the Exchange Offer Registration Statement (or any
amendment or supplement thereto), any Broker- Dealer that has given written
notice to the Company that such Broker-Dealer intends to participate in the
Exchange Offer or has participated in the Exchange Offer.

TIA: The Trust Indenture Act of 1939, as in effect on the date of the
Indenture.

Transfer Restricted Notes: Each Series A Note until the earliest to
occur of (i) the date on which such Series A Note has been exchanged by a
person other than a Broker-Dealer for a Series B Note in the Exchange Offer,
(ii) following the exchange by a Broker-Dealer in the Exchange Offer of a
Series A Note for a Series B Note, the date on which such Series B Note is sold
to a purchaser who receives from such Broker-Dealer on or prior to the date of
such sale a copy of the Prospectus contained in the Exchange Offer Registration
Statement, (iii) the date on which such Series A Note has been effectively
registered under the Act and disposed of in accordance with the Shelf
Registration Statement or (iv) the date on which such Series A Note is
distributed to the public pursuant to Rule 144 under the Act or may be
distributed to the public pursuant to Rule 144(k) under the Act.

Underwritten Registration or Underwritten Offering: A registration in
which securities of the Company are sold to an underwriter for reoffering to
the public.

3
<PAGE> 5
SECTION 2. SECURITIES SUBJECT TO THIS AGREEMENT

(a) Transfer Restricted Notes. The securities entitled to the
benefits of this Agreement are the Transfer Restricted Notes.

(b) Holders of Transfer Restricted Notes. A Person is deemed to
be a holder of Transfer Restricted Notes (each, a "Holder") whenever such
Person owns Transfer Restricted Notes of record.

SECTION 3. REGISTERED EXCHANGE OFFER

(a) Unless the Exchange Offer shall not be permissible under
applicable law or Commission policy (after the procedures set forth in Section
6(a) below have been complied with), the Company shall (i) cause to be filed
with the Commission as soon as practicable after the Closing Date, but in no
event later than 60 days after the Closing Date, a Registration Statement under
the Act relating to the Series B Notes and the Exchange Offer, (ii) use its
best efforts to cause such Registration Statement to become effective at the
earliest possible time, but in no event later than 135 days after the Closing
Date, (iii) in connection with the foregoing, file (A) all pre-effective
amendments to such Registration Statement as may be necessary in order to cause
such Registration Statement to become effective, (B) if applicable a
post-effective amendment to such Registration Statement pursuant to Rule 430A
under the Act and (C) cause all necessary filings in connection with the
registration and qualification of the Series B Notes to be made under the Blue
Sky laws of such jurisdictions as are necessary to permit Consummation of the
Exchange Offer, and (iv) upon the effectiveness of such Registration Statement,
commence the Exchange Offer. The Exchange Offer shall be on the appropriate
form permitting registration of the Series B Notes to be offered in exchange
for the Transfer Restricted Notes and to permit resales of Notes held by
Broker-Dealers as contemplated by Section 3(c) below.

(b) The Company shall cause the Exchange Offer Registration
Statement to be effective continuously and shall keep the Exchange Offer open
for a period of not less than the minimum period required under applicable
federal and state securities laws to Consummate the Exchange Offer; provided,
however, that in no event shall such period be less than 20 business days. The
Company shall cause the Exchange Offer to comply with all applicable federal
and state securities laws. No securities other than the Notes shall be
included in the Exchange Offer Registration Statement. The Company shall use
its best efforts to cause the Exchange Offer to be Consummated on the earliest
practicable date after the Exchange Offer Registration Statement has become
effective and not later than 30 business days thereafter.

(c) The Company shall indicate in a "Plan of Distribution" section
contained in the Prospectus contained in the Exchange Offer Registration
Statement that any Broker-Dealer who holds Series A Notes that are Transfer
Restricted Notes and that were acquired for its own account as a result of
market-making activities or other trading activities (other than Transfer

4
<PAGE> 6
Restricted Notes acquired directly from the Company) may exchange such Series A
Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed
to be an "underwriter" within the meaning of the Act and must, therefore,
deliver a prospectus meeting the requirements of the Act in connection with any
resales of the Series B Notes received by such Broker-Dealer in the Exchange
Offer, which prospectus delivery requirement may be satisfied by the delivery
by such Broker-Dealer of the Prospectus contained in the Exchange Offer
Registration Statement. Such "Plan of Distribution" section shall also contain
all other material information with respect to such resales by Broker-Dealers
that the Commission may require in order to permit such resales pursuant
thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer
or disclose the amount of Notes held by any such Broker-Dealer except to the
extent required by the Commission as a result of a change in policy after the
date of this Agreement.

The Company shall use its best efforts to keep the Exchange Offer
Registration Statement continuously effective, supplemented and amended as
required by the provisions of Section 6(c) below to the extent necessary to
ensure that it is available for resales of Notes acquired by Broker-Dealers for
their own accounts as a result of market-making activities or other trading
activities, and to ensure that it conforms with the requirements of this
Agreement, the Act and the policies, rules and regulations of the Commission as
announced from time to time, for a period of 180 days from the date on which
the Exchange Offer Registration Statement is declared effective.

The Company shall provide sufficient copies of the latest version of
such Prospectus to Broker-Dealers promptly upon request at any time during such
one-year period in order to facilitate such resales.

SECTION 4. SHELF REGISTRATION

(a) Shelf Registration. If (i) the Exchange Offer is not
available to any Holder or may not be consummated because, in either case, it
would violate applicable securities laws or because the applicable
interpretations of the staff of the Commission would not permit the Company to
effect the Exchange Offer (after the procedures set forth in Section 6(a) below
have been complied with) or (ii) the Company has not Consummated the Exchange
Offer within 165 days of the Closing Date, then the Company shall use its
reasonable best efforts to:

(x) cause to be filed a shelf registration statement pursuant
to Rule 415 under the Act, which may be an amendment to the Exchange
Offer Registration Statement (in either event, the "Shelf Registration
Statement") on or prior to the earlier to occur of (1) the 60th day
after the date on which the Company determines that it is not required
to file the Exchange Offer Registration Statement or to consummate the
Exchange Offer and (2) the 195th day after the Closing Date (such
earliest date being the "Shelf Filing Deadline"), which Shelf
Registration Statement shall provide for resales of all Transfer

5
<PAGE> 7
Restricted Notes the Holders of which shall have provided the
information required pursuant to Section 4(b) hereof; and

(y) cause such Shelf Registration Statement to be declared
effective by the Commission on or before the 75th day after the Shelf
Filing Deadline.

The Company shall use its best efforts to keep such Shelf Registration
Statement continuously effective, supplemented and amended as required by the
provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure
that it is available for resales of Notes by the Holders of Transfer Restricted
Notes entitled to the benefit of this Section 4(a), and to ensure that it
conforms with the requirements of this Agreement, the Act and the policies,
rules and regulations of the Commission as announced from time to time, for a
period of at least two years following the Closing Date.

(b) Provision by Holders of Certain Information in Connection with
the Shelf Registration Statement. No Holder of Transfer Restricted Notes may
include any of its Transfer Restricted Notes in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Company in writing, within 20 business days after receipt of a request
therefor, such information as the Company may reasonably request for use in
connection with any Shelf Registration Statement or Prospectus or preliminary
Prospectus included therein. No Holder of Transfer Restricted Notes shall be
entitled to Liquidated Damages pursuant to Section 5 hereof unless and until
such Holder shall have used its best efforts to provide all such reasonably
requested information. Each Holder as to which any Shelf Registration
Statement is being effected agrees to furnish promptly to the Company all
information required to be disclosed in order to make the information
previously furnished to the Company by such Holder not materially misleading.

SECTION 5. LIQUIDATED DAMAGES

If (i) any of the Registration Statements required by this Agreement
is not filed with the Commission on or prior to the date specified for such
filing in this Agreement, (ii) any of such Registration Statements has not been
declared effective by the Commission on or prior to the date specified for such
effectiveness in this Agreement (the "Effectiveness Target Date"), (iii) the
Exchange Offer has not been Consummated within 30 business days after the
Effectiveness Target Date with respect to the Exchange Offer Registration
Statement (assuming that the Company is required pursuant to Section 3 of this
Agreement to file the Exchange Offer Registration Statement and to consummate
the Exchange Offer) or (iv) any Registration Statement required by this
Agreement is filed and declared effective but shall thereafter cease to be
effective or fail to be usable for its intended purpose (during the period that
such Registration Statement is required to be kept effective or usable for its
intended purpose) without being succeeded immediately by a post-effective to
such Registration Statement that causes such failure and that is itself
immediately declared effective (each such event referred to in clauses (i)

6
<PAGE> 8
through (iv), a "Registration Default"), the Company hereby agrees to pay
liquidated damages to each Holder of Transfer Restricted Notes affected by such
Registration Default on each Interest Payment Date accruing from and after the
date of each Registration Default, and shall continue to accrue thereafter
until such Registration Default has been cured or waived, at a rate equal to
0.25% per annum of the principal amount of Notes during the first 90-day period
immediately following the occurrence of such Registration Default, which rate
shall increase by an additional 0.25% per annum on the first day of each
subsequent 90-day period up to a maximum rate equal to 1.0% per annum. All
accrued liquidated damages shall be paid to Record Holders by the Company in
the manner provided in the Indenture. Following the cure of all Registration
Defaults relating to any particular Transfer Restricted Notes, the accrual of
liquidated damages with respect to such Transfer Restricted Notes will cease.

All obligations of the Company set forth in the preceding paragraph
that are outstanding with respect to any Transfer Restricted Note at the time
such security ceases to be a Transfer Restricted Note shall survive until such
time as all such obligations with respect to such security shall have been
satisfied in full.

SECTION 6. REGISTRATION PROCEDURES

(a) Exchange Offer Registration Statement. In connection with the
Exchange Offer, the Company shall comply with all of the provisions of Section
6(c) below, shall use its best efforts to effect such exchange to permit the
sale of Transfer Restricted Notes being sold in accordance with the intended
method or methods of distribution thereof, and shall comply with all of the
following provisions:

(i) If in the reasonable opinion of counsel to the
Company there is a significant question as to whether the Exchange
Offer is permitted by applicable law, the Company hereby agrees to
seek a no-action letter or other favorable decision from the
Commission allowing the Company to Consummate an Exchange Offer for
such Series A Notes. The Company hereby agrees to pursue the issuance
of such a decision to the Commission staff level but shall not be
required to take commercially unreasonable action to effect a change
of Commission policy. The Company hereby agrees, however, to (A)
participate in telephonic conferences with the Commission, (B) deliver
to the Commission staff an analysis prepared by counsel to the Company
setting forth the legal bases, if any, upon which such counsel has
concluded that such an Exchange Offer should be permitted and (C)
diligently pursue a resolution (which need not be favorable) by the
Commission staff of such submission.

(ii) As a condition to its participation in the Exchange
Offer pursuant to the terms of this Agreement, each Holder of Transfer
Restricted Notes shall furnish, upon the request of the Company, prior
to the Consummation thereof, a written representation to the Company
(which may be contained in the letter of transmittal contemplated by
the

7
<PAGE> 9
Exchange Offer Registration Statement) to the effect that (A) it is
not an affiliate of the Company, (B) it is not engaged in, and does
not intend to engage in, and has no arrangement or understanding with
any person to participate in, a distribution of the Series B Notes to
be issued in the Exchange Offer and (C) it is acquiring the Series B
Notes in its ordinary course of business. In addition, all such
Holders of Transfer Restricted Notes shall otherwise cooperate in the
Company's preparations for the Exchange Offer. Each Holder will be
required to acknowledge and agree (as set forth in the letter of
transmittal contemplated by the Exchange Offer Registration Statement)
that, if it is a Broker-Dealer or if such Holder intends to use the
Exchange Offer to participate in a distribution of the securities to
be acquired in the Exchange Offer, such Holder (1) could not under
Commission policy as in effect on the date of this Agreement rely on
the position of the Commission enunciated in Morgan Stanley and Co.,
Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation
(available May 13, 1988), as interpreted in the Commission's letter to
Shearman & Sterling dated July 2, 1993, and similar no-action letters
(including any no-action letter obtained pursuant to clause (i)
above), and (2) must comply with the registration and prospectus
delivery requirements of the Act in connection with a secondary resale
transaction and that such a secondary resale transaction should be
covered by an effective registration statement containing the selling
security holder information required by Item 507 or 508, as
applicable, of Regulation S-K, if the resales are of Series B Notes
obtained by such Holder in exchange for Series A Notes acquired by
such Holder directly from the Company.

(iii) Prior to effectiveness of the Exchange Offer
Registration Statement, the Company shall, if requested by the
Commission, provide a supplemental letter to the Commission (A)
stating that the Company is registering the Exchange Offer in reliance
on the position of the Commission enunciated in Exxon Capital Holdings
Corporation (available May 13, 1988), Morgan Stanley and Co., Inc.
(available June 5, 1991) and, if applicable, any no-action letter
obtained pursuant to clause (i) above and (B) including a
representation that the Company has not entered into any arrangement
or understanding with any Person to distribute the Series B Notes to
be received in the Exchange Offer and that, to the best of the
Company's information and belief, each Holder participating in the
Exchange Offer is acquiring the Series B Notes in its ordinary course
of business and has no arrangement or understanding with any Person to
participate in the distribution of the Series B Notes received in the
Exchange Offer.

(b) Shelf Registration Statement. In connection with the Shelf
Registration Statement, the Company shall comply with all the provisions of
Section 6(c) below and shall use its best efforts to effect such registration
to permit the sale of the Transfer Restricted Notes being sold in accordance
with the intended method or methods of distribution thereof and, pursuant
thereto, the Company will as expeditiously as possible prepare and file with
the Commission a Registration Statement relating to the registration on any
appropriate form under

8
<PAGE> 10
the Act, which form shall be available for the sale of the Transfer Restricted
Notes in accordance with the intended method or methods of distribution
thereof.

(c) General Provisions. In connection with any Registration
Statement and any Prospectus required by this Agreement to permit the sale or
resale of Transfer Restricted Notes (including, without limitation, any
Registration Statement and the related Prospectus required to permit resales of
Notes by Broker-Dealers) the Company shall:

(i) use its best efforts to keep such Registration
Statement continuously effective and provide all requisite financial
statements for the period specified in Section 3 or 4 of this
Agreement, as applicable; upon the occurrence of any event that would
cause any such Registration Statement or the Prospectus contained
therein (A) to contain a material misstatement or omission or (B) not
to be effective and usable for resale of Transfer Restricted Notes
during the period required by this Agreement, the Company shall file
promptly an appropriate amendment to such Registration Statement, in
the case of clause (A), correcting any such misstatement or omission,
and, in the case of either clause (A) or (B), use its best efforts to
cause such amendment to be declared effective and such Registration
Statement and the related Prospectus to become usable for their
intended purpose(s) as soon as practicable thereafter;

(ii) prepare and file with the Commission such amendments
and post-effective amendments to the Registration Statement as may be
necessary to keep the Registration Statement effective for the
applicable period set forth in Section 3 or 4 hereof, as applicable,
or such shorter period as will terminate when all Transfer Restricted
Notes covered by such Registration Statement have been sold; cause the
Prospectus to be supplemented by any required Prospectus supplement,
and as so supplemented to be filed pursuant to Rule 424 under the Act,
and to comply fully with the applicable provisions of Rules 424 and
430A under the Act in a timely manner; and comply with the provisions
of the Act with respect to the disposition of all securities covered
by such Registration Statement during the applicable period in
accordance with the intended method or methods of distribution by the
sellers thereof set forth in such Registration Statement or supplement
to the Prospectus;

(iii) advise the Specified Participants promptly and, if
requested by such Persons, to confirm such advice in writing, (A) when
the Prospectus or any Prospectus supplement or post-effective
amendment has been filed, and, with respect to any Registration
Statement or any post-effective amendment thereto, when the same has
become effective, (B) of any request by the Commission for amendments
to the Registration Statement or amendments or supplements to the
Prospectus or for additional information relating thereto, (C) of the
issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement under the Act or of the
suspension by any state securities commission of the qualification of
the Transfer

9
<PAGE> 11
Restricted Notes for offering or sale in any jurisdiction, or the
initiation of any proceeding for any of the preceding purposes, (D) of
the existence of any fact or the happening of any event that makes any
statement of a material fact made in the Registration Statement, the
Prospectus, any amendment or supplement thereto, or any document
incorporated by reference therein untrue, or that requires the making
of any additions to or changes in the Registration Statement or the
Prospectus in order to make the statements of material fact therein
not misleading. If at any time the Commission shall issue any stop
order suspending the effectiveness of the Registration Statement, or
any state securities commission or other regulatory authority shall
issue an order suspending the qualification or exemption from
qualification of the Transfer Restricted Notes under state securities
or Blue Sky laws, the Company shall use its best efforts to obtain the
withdrawal or lifting of such order at the earliest possible time;

(iv) furnish to each Specified Participant before filing
with the Commission, copies of any Registration Statement or any
Prospectus included therein or any amendments or supplements to any
such Registration Statement or Prospectus (including all documents
incorporated by reference after the initial filing of such
Registration Statement), which documents will be subject to the review
of such Holders and underwriter(s), if any, for a period of at least
three business days, and the Company shall not file any such
Registration Statement or Prospectus or any amendment or supplement to
any such Registration Statement or Prospectus (including all such
documents incorporated by reference) to which a selling Holder or
Transfer Restricted Notes covered by such Registration Statement or
the underwriter(s), if any, shall reasonably object within five
business days after the receipt thereof. A selling Holder or
underwriter, if any, shall be deemed to have reasonably objected to
such filing if such Registration Statement, amendment, Prospectus or
supplement, as applicable, as proposed to be filed, contains a
material misstatement or omission;

(v) promptly prior to the filing of any document that is
to be incorporated by reference into a Registration Statement or
Prospectus, provide copies of such document to each Specified
Participant, make the Company's representatives available for
discussion of such document and other customary due diligence matters,
and include such information in such document prior to the filing
thereof as such selling Holders or underwriter(s), if any, reasonably
may request;

(vi) make available at reasonable times for inspection by
the selling Holders, any managing underwriter participating in any
disposition pursuant to the Shelf Registration Statement, and any
attorney or accountant retained by such selling Holders or any
managing underwriter(s), all relevant financial and other records,
pertinent corporate documents and properties of the Company and cause
the Company's officers, directors and employees to supply all
information reasonably requested by any such

10
<PAGE> 12
Holder, underwriter, attorney or accountant in connection with the
Shelf Registration Statement subsequent to the filing thereof and
prior to its effectiveness;

(vii) if requested by any Specified Participant, promptly
incorporate in any Registration Statement or Prospectus, pursuant to a
supplement or post-effective amendment if necessary, such information
as such selling Holders and underwriter(s), if any, may reasonable
request to have included therein, including, without limitation,
information relating to the "Plan of Distribution" of the Transfer
Restricted Notes, information with respect to the principal amount of
Transfer Restricted Notes, information with respect to the principal
amount of Transfer Restricted Notes being sold to such underwriter(s),
the purchase price being paid therefor and any other terms of the
offering of the Transfer Restricted Notes to be sold in such offering;
and make all required filings of such Prospectus supplement or
post-effective amendment as soon as practicable after the Company is
notified of the matters to be incorporated in such Prospectus
supplement or post-effective amendment;

(viii) cause the Transfer Restricted Notes covered by the
Registration Statement to be rated with the appropriate rating
agencies, if so requested by the Holders of a majority in aggregate
principal amount of Notes covered thereby or the managing
underwriter(s), if any;

(ix) furnish to each Specified Participant, without
charge, at least one conformed copy of the Registration Statement, as
first filed with the Commission, and of each amendment thereto,
including all documents incorporated by reference therein and all
exhibits (including exhibits incorporated therein by reference);

(x) deliver to each Specified Participant, without
charge, as many copies of the Prospectus (including each preliminary
prospectus) and any amendment or supplement thereto as such Persons
reasonably may request; the Company hereby consents to the use of the
Prospectus and any amendment or supplement thereto by each of the
selling Holders and each of the underwriter(s), if any, in connection
with the offering and the sale of the Transfer Restricted Notes
covered by the Prospectus or any amendment or supplement thereto;

(xi) In connection with an underwritten offering of
Transfer Restricted Notes pursuant to a Shelf Registration Statement,
enter into an underwriting agreement as is customary in underwritten
offerings and take all such other actions as are reasonably requested
by the managing underwriter(s) in order to expedite or facilitate the
registration or the disposition of such Transfer Restricted Notes, and
in such connection, (i) make such representations and warranties to
the underwriters, with respect to the business of the Company and its
subsidiaries, if any, and the Registration Statement, Prospectus and
documents, if any, incorporated or deemed to be incorporated by

11
<PAGE> 13
reference therein, in each case, as are customarily made by issuers to
underwriters in underwritten offerings, and confirm the same if and
when requested; (ii) obtain an opinion of counsel to the company and
updates thereof in form and substance reasonably satisfactory to the
managing underwriters, addressed to the underwriters covering the
matters customarily covered in opinions requested in underwritten
offerings and such other matters as may be reasonably requested by
underwriters; (iii) obtain "cold comfort" letters and updates thereof
in form and substance reasonably satisfactory to the managing
underwriters from the independent certified public accountant(s) of
the Company (and, if necessary, any other independent certified public
accountants of any subsidiary of the Company or of any business
acquired by the Company for which financial statements and financial
data are, or are required to be, included in the Registration
Statement), addressed to each of the underwriters, such letters to be
in customary form and covering matters of the type customarily covered
in "cold comfort" letters in connection with underwritten offerings
and such other matters as may be reasonably requested by underwriters;
and (iv) if an underwriting agreement is entered into, the same shall
contain indemnification and contribution provisions and procedures no
less favorable than those set forth in Sections 8 and 9 hereof (or
such other provisions and procedures acceptable to Holders of a
majority in aggregate principal amount of Transfer Restricted Notes
covered by such Registration Statement and the managing underwriter(s)
or agents) with respect to all parties to be indemnified pursuant to
said Section. The above shall be done at each closing under such
underwriting agreement, or as and to the extent required thereunder.
In addition, notwithstanding anything herein to the contrary, in
connection with any other offering of Transfer Restricted Notes
pursuant to a Shelf Registration Statement, the Company shall obtain
those items specified in clauses (ii) and (iii) of the foregoing
sentence concurrently with the effectiveness of the Shelf Registration
Statement and any post-effective amendments thereto;

(xii) prior to any public offering of Transfer Restricted
Notes pursuant to the Shelf Registration Statement, cooperate with the
selling Holders, the underwriter(s), if any, and their respective
counsel in connection with the registration and qualification of the
Transfer Restricted Notes under the securities or Blue Sky laws of
such jurisdictions as the selling Holders or underwriter(s) may
request and do any and all other acts or things necessary or advisable
to enable the disposition in such jurisdictions of the Transfer
Restricted Notes covered by the Shelf Registration Statement:
provided, however, that the Company shall not be required to register
or qualify as a foreign corporation where it is not now so qualified
or to take any action that would subject it to the service of process
in suits or to taxation, other than as to matters and transactions
relating to the Registration Statement, in any jurisdiction where it
is not now so subject;

(xiii) issue, upon the request of any Holder of Series A
Notes covered by the Shelf Registration Statement, Series B Notes,
having an aggregate principal amount equal to the aggregate principal
amount of Series A Notes surrendered to the Company by such

12
<PAGE> 14
Holder in exchange therefor or being sold by such Holder; such Series
B Notes to be registered in the name of such Holder or in the name of
the purchaser(s) of such Notes, as the case may me; in return, the
Series A Notes held by such Holder shall be surrendered to the Company
for cancellation;

(xiv) cooperate with the selling Holders and the
underwriter(s), if any, to facilitate the timely preparation and
delivery of certificates representing Transfer Restricted Notes to be
sold and not bearing any restrictive legends; and enable such Transfer
Restricted Notes to be in such denominations and registered in such
names and the Holders or underwriter(s), if any, may request at least
two business days prior to any sale of Transfer Restricted Notes made
by such underwriter(s);

(xv) use its best efforts to cause the Transfer Restricted
Notes covered by the Registration Statement to be registered with or
approved by such other governmental agencies of authorities as may be
necessary to enable the seller or sellers thereof or the
underwriter(s), if any, to consummate the disposition of such Transfer
Restricted Notes, except as may be required solely as a consequence of
the nature of such Seller's business (in which case the Company will
cooperate in all reasonable respects);

(xvi) if any fact or event contemplated by clause
(c)(iii)(D) above shall exist or have occurred, prepare a supplement
or post-effective amendment to the Registration Statement or related
Prospective or any document incorporated therein by reference or file
any other required document so that, as thereafter delivered to the
purchasers of Transfer Restricted Notes, the Prospectus will not
contain an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein not misleading;

(xvii) provide a CUSIP number for all Transfer Restricted
Notes not later than the effective date of the Registration Statement
and provide the Trustee under the Indenture with printed certificates
for the Transfer Restricted Notes which are in a form eligible for
deposit with the Depository Trust Company;

(xviii) cooperate and assist in any filings required to be
made with the NASD and in the performance of any due diligence
investigation by any underwriter (including any "qualified independent
underwriter") that is required in accordance with the rules and
regulations of the NASD;

(xix) otherwise use its best efforts to comply with all
applicable rules and regulations of the Commission, and make generally
available to its security holders, as soon as practicable, a
consolidated earnings statement meeting the requirements of Rule 158
(which need not be audited) for the twelve-month period (A) commencing
at the end of any fiscal quarter in which Transfer Restricted Notes
are sold to underwriters in a

13
<PAGE> 15
firm or best efforts Underwritten Offering or (B) if not sold to
underwriters in such an offering, beginning with the first month of
the Company's first fiscal quarter commencing after the effective date
of the Registration Statement;

(xx) cause the Indenture to be qualified under the TIA not
later than the effective date of the first Registration Statement
required by this Agreement, and, in connection therewith, cooperate
with the Trustee and the Holders of Notes to effect such changes to
the Indenture as may be required for such Indenture to be so qualified
in accordance with the terms of the TIA; and execute and use its best
efforts to cause the Trustee to execute, all documents that may be
required to effect such changes and all other forms and documents
required to be filed with the Commission to enable such Indenture to
be so qualified in a timely manner;

(xxi) use its best efforts to cause all Transfer Restricted
Notes covered by the Registration Statement to be listed on each
securities exchange on which similar securities issued by the Company
are then listed if requested by the Holders of a majority in aggregate
principal amount of Series A Notes or the managing underwriter(s), if
any; and

(xxii) provide promptly to each Holder upon request each
document filed with the Commission pursuant to the requirements of
Section 13 and Section 15 of the Exchange Act.

Each Holder agrees by acquisition of a Transfer Restricted Note that,
upon receipt of any notice from the Company of the existence of any fact of the
kind described in Section 6(c)(iii)(D) hereof, such Holder will forthwith
discontinue disposition of Transfer Restricted Notes pursuant to the applicable
Registration Statement until such Holder's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof, or
until it is advised in writing (the "Advice") by the Company that the use of
the Prospectus may be resumed, and has received copies of any additional or
supplemental filings that are incorporated by reference in this Prospectus. If
so desired by the Company, each Holder will deliver to the Company (at the
Company's expense) all copies, other than permanent file copies then in such
Holder's possession, of the Prospectus covering such Transfer Restricted Notes
that was current at the time of receipt of such notice. In the event the
Company shall give any such notice, the time period regarding the effectiveness
of such Registration Statement set forth in Section 3 or 4 hereof, as
applicable, shall be extended by the number of days during the period from the
date of such notice to the date when each selling Holder covered by such
Registration Statement shall have received the copies of the supplemented or
amended Prospectus contemplated by Section (6)(c)(xvi) hereof or shall have
received the Advice.

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<PAGE> 16
SECTION 7. REGISTRATION EXPENSES

(a) All expenses incident to the Company's performance of or
compliance with this Agreement will be borne by the Company, regardless of
whether a Registration Statement becomes effective, including without
limitation: (1) all registration and filing fees and expenses (including filing
made by any Initial Purchaser or Holder with the NASD (and, if applicable, the
fees and expenses of any "qualified independent underwriter" and its counsel
that may be required by the rules and regulations of the NASD)); (ii) all fees
and expenses of compliance with federal securities and state Blue Sky or
securities law; (iii) all expenses of printing (including printing certificates
for the Series B Notes to be issued in the Exchange Offer and printing of
Prospectuses in the case of an Underwritten Offering, if required by the
managing underwriter(s)), messenger and delivery services and telephone; (iv)
all fees and disbursements of counsel for the Company (subject to reimbursement
provisions in the Purchase Agreement) and, in the context specified in Section
7(b) below, the Holders and Transfer Restricted Notes, (v) all application and
filing fees in connection with listing Notes on a national securities exchange
or automated quotation system pursuant to the requirements hereof; and (vi) all
fees and disbursements of independent certified public accountants of the
Company (including the expenses of any special audit and comfort letters
required by or incident to such performance).

The Company will, in any event, bear its internal expenses (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expenses of any annual audit and
the fees and expenses of any Person, including special experts, retained by the
Company.

(b) In connection with the Shelf Registration Statement, if
applicable, the Company will reimburse the Initial Purchaser and the Holders of
Transfer Restricted Notes being resold pursuant to the "Plan of Distribution"
contained therein, for the reasonable fees and disbursements of not more than
one counsel, who shall be Weil, Gotshal & Manges LLP or such other counsel as
may be chosen by the Holders of a majority in principal amount of the Transfer
Restricted Notes for whose benefit such Registration Statement is being
prepared. Such Holders shall be responsible for any and all other
out-of-pocket expenses of the Holders of Transfer Restricted Notes incurred in
connection with the registration of the Transfer Restricted Notes of such
Holders.

SECTION 8. INDEMNIFICATION

(a) The Company agrees to indemnify and hold harmless (i) each
Holder, (ii) each person, if any, who controls any Holder within the meaning of
Section 15 of the Act or Section 20(a) of the Exchange Act and (iii) the
respective officers, directors, partners and employees of any Holder or any
controlling person (any person referred to in clauses (i), (ii) or (iii) may
hereinafter be referred to as an "indemnified Holder"), to the fullest extent
lawful, from and against any and all losses, liabilities, claims, damages and
expenses whatsoever (including but not limited to reasonable attorneys' fees
and any and all expenses whatsoever reasonably incurred in investigating,
preparing or defending against any investigation or litigation,

15
<PAGE> 17
commended or threatened, or any claim whatsoever, and any and all amounts paid
in settlement of any claim or litigation), joint or several, to which they or
any of them may become subject under the Act, the Exchange Act or otherwise,
insofar as such losses, liabilities, claims damages or expenses (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in any Registration Statement or
Prospectus, or in any supplement thereto or amendment thereof, or arise out of
or are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; provided, however, that the Company will not be liable in any such
case to the extent, but only to the extent, that any such loss, liability,
claim, damage or expense arises out of or is based upon any such untrue
statement or alleged untrue statement or omission made therein upon and in
conformity with written information furnished to the Company by or on behalf of
any of the Holders expressly for use therein. This indemnity agreement will be
in addition to any liability which the Company may otherwise have, including
under this Agreement.

(b) Each Holder of Transfer Restricted Notes agrees, severally and
not jointly, to indemnify and hold harmless the Company, and each person, if
any, who controls the Company within the meaning of Section 15 of the Act or
Section 20(a) of the Exchange Act to the same extent as the foregoing indemnity
from the Company to each of the Indemnified Holders, but only with respect to
information relating to such Holder furnished in writing by such Holder for use
in any Registration Statement, or in any amendment thereof or supplement
thereto: provided, however, that in no case shall any selling Holder be liable
or responsible for any amount in excess of proceeds received by such Holder
upon the sale of the Registrable Securities giving rise to such indemnification
obligation. This indemnity will be in addition to any liability which the
Holder may otherwise have, including under this Agreement.

16
<PAGE> 18
with the defense of such action, (ii) the indemnifying parties shall not have
employed counsel to take charge of the defense of such action within a
reasonable time after notice of commencement of the action, or (iii) such
indemnified party or parties shall have been advised by counsel that there may
be legal defenses available to it or them which are different from or
additional to those available to the indemnifying parties (in which case the
indemnifying party or parties shall not have the right to direct the defense of
such action on behalf of the indemnified party or parties), in any of which
events such fees and expenses of counsel shall be borne by the indemnifying
parties; provided, however, that the indemnifying party under subsection (a) or
(b) above shall only be liable for the legal expenses of one counsel (in
addition to any local counsel) for all indemnified parties in each jurisdiction
in which any claim or action is brought. Anything in this subsection to the
contrary notwithstanding, an indemnifying party shall not be liable for any
settlement of any claim or action effected without its prior written consent;
provided that such consent was not unreasonably withheld.

SECTION 9. CONTRIBUTION

In order to provide for contribution in circumstances in which the
indemnification provided for in Section 8 is for any reason held to be
unavailable from the Company or is insufficient to hold harmless a party
indemnified thereunder, the Company, on the one hand, and the Holders on the
other hand, shall contribute to the aggregate losses, claims, damages,
liabilities and expenses of the nature contemplated by such indemnification
provision (including any investigation, legal and other expenses reasonably
incurred in connection with, and any amount paid in settlement of, any action,
suit or proceeding or any claims asserted, but after the deducting in the case
of losses, claims, damages, liabilities and expenses suffered by the Company,
any contribution received by the Company from persons, other than a Holder, who
may also be liable for contribution, including persons who control the Company
within the meaning of Section 15 of the Act or Section 20(a) of the Exchange
Act) to which the Company, or any Holder may be subject, in such proportion as
is appropriate to reflect the relative benefits received by the Company, on one
hand, and each Holder, on the other hand, from the offering of the Series A
Notes or, if such allocation is not permitted by applicable law or
indemnification is not available as a result of the indemnifying party not
having received notice as provided in Section 8, in such proportion as is
appropriate to reflect not only the relative benefits referred to above but
also the relative fault of the Company, on one hand, and the Holders on the
other hand, in connection with the statements or omissions which resulted in
such losses, claims, damages, liabilities or expenses, as well as any other
relevant equitable considerations. The relative benefits received by the
Company, on one hand, and the Holders, on the other hand, shall be deemed to be
in the same proportion as (i) the total proceeds from the offering of Series A
Notes (net of discounts but before deducting expenses) received by the Company
and (ii) the discounts and commissions received by the Initial Purchaser
respectively. The relative fault of the Company, on one hand, and of each
Holder, on the other hand, shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to
information supplied by

17
<PAGE> 19
the Company or such Holder and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or
omission. The Company and each Holder of Transfer Restricted Notes agree that
it would not be just and equitable if contribution pursuant to this Section 9
were determined by pro rata allocation or by any other method of allocation
which does not take into account the equitable considerations referred to
above. Notwithstanding the provisions of this Section 9, (i) in no case shall
any Holder be required to contribute any amount in excess of the amount by
which the proceeds received by such Holder upon the sale of the Transfer
Restricted Notes giving rise to such obligation exceeds the amount of any
damages which such Holder has otherwise been required to pay by reason of any
untrue or alleged untrue statement or omission or alleged omission and (ii) no
person guilty of fraudulent misrepresentation (with the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentations. For purposes of this Section 7,
(A) each person, if any, who controls the Initial Purchaser within the meaning
of Section 15 of the Act or Section 20(a) of the Exchange Act and (B) the
respective officers, directors, partners, employees, representatives and agents
of such Holder or any controlling persons shall have the same rights to
contribution as the Initial Purchaser, and each person, if any, who controls
the Company within the meaning of Section 15 of the Act or Section 20(a) of the
Exchange Act shall have the same rights to contribution as the Company, subject
in each case to clauses (i) and (ii) of this Section 9. Any party entitled to
contribution will, promptly after receipt of notice of commencement of any
action, suit or proceeding against such party in respect of which a claim for
contribution may be made against another party or parties under this Section 9,
notify such party or parties from whom contribution may be sought, but the
failure to so notify such party or parties shall not relieve the party or
parties from whom contribution may be sought from any obligation it or they may
have under this Section 9 or otherwise. No party shall be liable for
contribution with respect to any action or claim settled without its prior
written consent; provided that such written consent was not unreasonably
withheld.

SECTION 10. RULE 144A

The Company hereby agrees with each Holder, for so long as any
Transfer Restricted Notes remain outstanding and during any period in which the
Company is not subject to Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, to make available to any Holder or beneficial owner of
Transfer Restricted Notes in connection with any sale thereof and any
prospective purchaser of such Transfer Restricted Notes from such Holder or
beneficial owner, in each case upon request, the information required by Rule
144A(d)(4) under the Act in order to permit resales of such transfer Restricted
Notes pursuant to Rule 144A.

18
<PAGE> 20
SECTION 11. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS

No Holder may participate in any Underwritten Registration hereunder
unless such Holder (a) agrees to sell such Holder's Transfer Restricted Notes
on the basis provided in any underwriting arrangements approved by the Persons
entitled hereunder to approve such arrangements and (b) completes and executes
all reasonable questionnaires, powers of attorney, indemnities, underwriting
agreements, lock-up letters and other documents required under the terms of
such underwriting arrangements.

SECTION 12. SELECTION OF UNDERWRITERS

The Holders of Transfer Restricted Notes covered by the Shelf
Registration Statement who desire to do so may sell such Transfer Restricted
Notes in an Underwritten Offering. In any such Underwritten Offering, the
investment banker or investment bankers and manager or managers that will
administer the offering will be selected by the Holders of a majority in
aggregate principal amount of the Transfer Restricted Notes included in such
offering; provided that such investment bankers and managers must be reasonably
satisfactory to the Company.

SECTION 13. MISCELLANEOUS

(a) Remedies. The Company agrees that monetary damages (including
the liquidated damages contemplated thereby) would not be adequate compensation
for any loss incurred by reason of a breach by it of the provisions of this
Agreement and hereby agrees to waive the defense in any action for specific
performance that a remedy at law would be adequate.

(b) No Inconsistent Agreements. The Company shall not, on or
after the date of this Agreement, enter into any agreement with respect to its
securities that is inconsistent with the rights granted to the Holders in this
Agreement or otherwise conflicts with the provisions hereof. The rights
granted to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Company's securities
under any agreement in effect on the date hereof.

(c) Adjustments Affecting the Notes. The Company shall not take
any action, or permit any change to occur, with respect to the Notes that would
materially and adversely affect the ability of the Holders to consummate any
Exchange Offer.

(d) Amendments and Waivers. The provisions of this Agreement may
not be amended, modified or supplemented, and waivers or consents to or
departures from the provisions hereby may not be given unless the Company has
obtained the written consent of Holders of a majority of the outstanding
principal amount of Transfer Restricted Notes. Notwithstanding the foregoing,
a waiver or consent to departure from the provisions hereof the relates
exclusively to the rights of Holders whose securities are being tendered
pursuant to the

19
<PAGE> 21
Exchange Offer and that does not affect directly or indirectly the rights of
other Holders whose securities are not being tendered pursuant to such Exchange
Offer may be given by the Holders of a majority of the outstanding principal
amount of Transfer Restricted Notes being tendered or registered.

(e) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier, or air
courier guaranteeing overnight delivery:

(i) if to a Holder, at the address set forth on the records of the
Registrar under the Indenture, with a copy to the Registrar under the
Indenture; and

(ii) if to the Company:

MMI Products, Inc.
515 West Greens Road
Suite 710
Houston, Texas 77067
Telecopier No.: 713/876-1648
Attention: Julius S. Burns

With a copy to:

Baker & Botts, L.L.P.
2001 Ross Avenue
Dallas, Texas 75201
Telecopier No.: 214/953-6503
Attention: Michael A. Saslaw

All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt acknowledged, if telecopied; and on the
next business day, if timely delivered to an air courier guaranteeing overnight
delivery.

Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address specified in the Indenture.

(f) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, including without limitation and without the need for an express
assignment, subsequent Holders of transfer Restricted Notes; provided, however,
that this Agreement shall not inure to the benefit of or be binding upon a

20
<PAGE> 22
successor or assign of a Holder unless and to the extent such successor or
assign acquired Transfer Restricted Notes from such Holder.

(g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

(h) Headings. The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning hereof.

(i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO THE CONFLICT OF LAW RULES THEREOF.

(j) Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision is every other respect and of the
remaining provisions contained herein shall not be affected or impaired
thereby.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

21
<PAGE> 23
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

MMI PRODUCTS, INC.

By: /s/ JULIUS S. BURNS
----------------------------
Name: Julius S. Burns
Title: President and
Chief Executive Officer

BEAR, STEARNS & CO. INC.

By: /s/ STEVE WINOGRAD
----------------------------
Name: Steve Winograd
Title: Senior Managing Director

<PAGE> 1
EXHIBIT 10.2

STOCKHOLDERS' AGREEMENT

This Stockholders' Agreement (the "Agreement") is made and entered into
effective as of the 13th day of December, 1996, by and among Merchants Metals
Holding Company, a Delaware corporation (the "Company"), Citicorp Venture
Capital Ltd., a New York corporation ("Citicorp"), the Citicorp Investors
(listed on Exhibit A hereto) and the Management Investors (listed on Exhibit A
hereto). Citicorp, the Citicorp Investors and the Management Investors are
sometimes hereinafter referred to collectively as the "Stockholders."

RECITALS

A. On December 13, 1996 (the "Effective Date"), MMHC Merger Company, a
Delaware corporation ("Merger Company"), merged with and into the Company (the
"Merger" ) pursuant to the terms of an Agreement and Plan of Merger (the
"Merger Agreement" ) entered into by the Company and Merger Company, dated as
of December 11, 1996.

B. Each of the Management Investors has been an employee of the Company or a
subsidiary thereof and will remain employed by the Company or a subsidiary
thereof upon the consummation of the transactions contemplated by the Merger
Agreement.

C. The Company has authorized capital stock consisting of (i) Class A Common
Stock, par value $.01 per share (the "Class A Common Stock" ); (ii) Class B
Common Stock, par value $.01 per share (the "Class B Common Stock"); (iii)
Series A Junior Preferred Stock, par value $.01 per share (the "Series A
Preferred Stock"); and (iv) Series B Senior Preferred Stock, par value $.01 per
share (the "Series B Preferred Stock"), in each case having the rights and
preferences set forth in the Company's Amended and Restated Certificate of
Incorporation, a copy of which is attached hereto as Exhibit B. The Class A
Common Stock and the Class B Common Stock are hereinafter referred to
collectively as the "Common Stock." The Series A Preferred Stock and the
Series B Preferred Stock are hereinafter collectively referred to as the
"Preferred Stock." The Common Stock and the Preferred Stock are sometimes
collectively referred to herein as the "Stock."

D. The Stockholders and the Company wish to set forth certain agreements
regarding their future relationships and their rights and obligations with
respect to the Stock.

TERMS

In order to consummate the aforesaid transactions and in
consideration of the mutual covenants herein contained and other valuable
consideration, and intending to be legally bound hereby, the parties agree as
follows:

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<PAGE> 2
1. Company Covenants.

(a) Delivery of Information. For so long as Citicorp owns any
Stock or any option, warrant, or right to acquire any Stock, the Company will
promptly deliver to Citicorp copies of all financial statements (including
without limitation, statements of income and retained earnings, changes in
financial position and balance sheets, both on a consolidated and a
consolidating basis), capital expenditure budgets and operating budgets (and
any revisions thereto) that are prepared for the Company and its subsidiaries,
as well as any additional reports, management letters, or other information
concerning aspects of the operations and financial affairs of the Company and
its subsidiaries which Citicorp shall reasonably request.

(b) Actions for Which Consent Required. Until such time as
Citicorp ceases to own at least 25% of the Stock, the prior written consent of
Citicorp shall be necessary to approve any of the following with respect to the
Company or any of its subsidiaries:

(i) a merger involving such corporation with or into any
other corporation or any sale, lease, or other disposition of all or
substantially all of the assets of such corporation or any liquidation,
dissolution, recapitalization, or reorganization in any form of transaction by
such corporation;

(ii) the engagement by such corporation in any business
other than the businesses in which it is currently engaged;

(iii) any declaration of dividends on such corporation's
stock of any class, or the repurchase by such corporation of any class of stock
of such corporation;

(iv) the acquisition or sale by such corporation of any
assets otherwise than in the ordinary course of business or the investment by
such corporation in any other person or entity (other than temporary liquid
investments of idle funds);

(v) the making or forgiveness of a loan by such corporation
to any employee, Stockholder, or director of such corporation, any relative of
such employee, Stockholder or director, or any affiliate of such employee,
Stockholder, director, or relative;

(vi) the entering into, modification, amendment, or
termination of any employment agreement between any Management Investor and
such corporation;

(vii) the issuance or sale by such corporation of (a) debt
securities, (b) any of its capital stock (other than Common Stock issued on
exercise of options that have been approved by Citicorp), (c) any options,
warrants, convertible securities, or (d) any rights to acquire such capital
stock; and

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<PAGE> 3
(viii) any amendment, modification, or waiver of any
by-laws or articles of incorporation of any of such corporations.

For purposes of this Paragraph 1(c), Citicorp shall be deemed to
have given its written consent to an act if the director of the Company
designated by Citicorp pursuant to Paragraph 4 votes in favor of a board
resolution authorizing such action (whether specifically described therein or
as part of a series of actions or part of a transaction).

2. Representations and Warranties of the Stockholders. Each of the
Stockholders severally represents and warrants to, and covenants and agrees
with, the Company that this Agreement constitutes the valid and binding
obligation of such Stockholder in accordance with its terms, and in the case of
Stockholders that are corporations, that the execution, delivery and
performance of this Agreement has been duly authorized by all necessary
corporate action, if any, on the part of such Stockholder.

3. Restrictions on Transfer of Stock. The Stockholders each agree not
to sell, assign, transfer, pledge, hypothecate, make gifts of or in any manner
whatsoever dispose of or encumber (any such transfer or disposition being
hereinafter referred to as a "Transfer" ) the Stock to be purchased by them or
which they may at any time hereafter own or acquire, in any manner that would
violate the terms and provisions of this Agreement. Any purported Transfer in
violation of this Agreement shall be null and void and of no force and effect.

(a) Involuntary Transfers. In the event that the Stock owned by
any Stockholder or permitted transferee who has agreed to be bound by the
provisions of this Agreement applicable to such permitted transferee ( a
"Permitted Transferee") shall be subject to sale or other transfer by reason of
(i) bankruptcy or insolvency proceedings, whether voluntary or involuntary,
(ii) distraint, levy, execution or other involuntary transfer or (iii)
proceedings or other actions to enforce a security interest in the Stock, then
such Stockholder, Permitted Transferee or other party proposing to effect a
Transfer of Stock shall give the Company written notice thereof promptly,
stating the terms of such proposed transfer, the identity of the proposed
transferee, the price or other consideration, if readily determinable, for
which the Stock is proposed to be transferred, and the number of shares of
Stock to be transferred. After its receipt of such notice or, failing such
receipt, after the Company otherwise obtains actual knowledge of such a
proposed transfer, the Company or its designee shall have the right to purchase
all, but not less than all, of such shares of Stock at the price and on the
terms applicable to such proposed transfer, which right shall be exercised by
written notice given by the Company to the party proposing to effect such
Transfer within 90 days following the Company's obtaining knowledge of such
proposed transfer. The closing of the purchase and sale of shares shall be
held at the principal office of the Company on a date to be established by the
Company, which in no event shall be less than ten or more than 30 days from the
date on which the corporation gives notice of its election to purchase shares.
If the nature of the event giving rise to such involuntary transfer is such
that no readily determinable consideration is to be paid for the transfer of
the Stock, the price to be paid by the Company or its designee shall be (i) the
original cash purchase price for shares of Preferred Stock and (ii) Book Value
Price (as hereinafter defined) for

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<PAGE> 4
shares of Common Stock. "Book Value Price" shall equal the net worth of the
Company per common share (adjusted to reflect the exercise in full of any
dilutive securities), reflected in the Company's audited financial statements
as of the end of the most recent fiscal year.

(b) Lapse. The restrictions on the transfer of stock set forth
in Paragraph 3(a) shall terminate, if such restrictions shall not have
terminated earlier pursuant to the terms and provisions hereof, upon the
consummation of a firm commitment underwritten public offering of shares of
Common Stock constituting at least 20% of the total number of shares of Common
Stock outstanding immediately following the consummation of such offering.

4. Directors; Voting Agreements.

Each Stockholder agrees to vote or cause to be voted all shares of Common
Stock that it is now or hereafter empowered to vote at all times and from time
to time in whatever manner is necessary to effectuate and carry out the
following provisions:

(a) The Company shall at all times be managed by or under the
direction of a Board of Directors consisting of at least the following members:

(i) The Chief Executive Officer of the Company;

(ii) A designee of Citicorp; and

(iii) An independent director, designated jointly
by Citicorp and the Management Investors.

If the size of Company's Board of Directors is increased to consist of more
than three persons, each such increase shall be effected by adding both one or
more designees of Citicorp and one or more designees of the Management
Investors at the same time. For example, if the Company's Board of Directors
is increased to consist of five members, such five members will be the Chief
Executive Officer of the Company, two designees of Citicorp, a independent
director designated jointly by Citicorp and the Management Investors and a
designee of the Management Investors.

(b) Upon the consummation of the transactions contemplated by the
Merger Agreement, the Stockholders will take all action necessary to appoint
the following three persons as members of the Company's Board of Directors:

-4-
<PAGE> 5
<TABLE>
<CAPTION>
Name Title or Designation:
---- --------------------
<S> <C>
Julius S. Burns Chief Executive Officer of the Company

Thomas F. McWilliams Designated by Citicorp

Ronald G. Venable Designated jointly by Citicorp & Management Investors
</TABLE>

(c) In the event that any vacancy is created on the Company's
Board of Directors by reason of the death, resignation or removal of any
director, such vacancy shall be filled by a substitute director designated by
the party or parties entitled to designate the director whose death,
resignation or removal created such vacancy.

No Stockholder will execute a written consent of stockholders pursuant to
Section 228 of the Delaware General Company Law (or any similar successor
provision) unless Citicorp has executed such written consent.

The provisions of this Paragraph 4 shall terminate on the expiration of
ten years (less one day) from the date of this Agreement.

5. Registration of Common Stock.

(a) Definitions. As used in this Paragraph 5 the following terms
will have the meanings indicated below:

(i) "Affiliate" means any person or entity who directly
or indirectly, through one or more intermediaries, controls or is controlled
by, or is under common control with, the person or entity specified. Control
means the power to direct the affairs of such person or entity by reason of
ownership of voting stock, contract, or otherwise.

(ii) "Majority Stockholders" means Stockholders owning a
majority of the number of shares outstanding of Common Stock.

(b) Registration on Demand.

(i) The Company shall, upon prior written notice to the
Company from the Majority Stockholders, register all or a portion of the Common
Stock of such Majority Stockholders or their Affiliates, specified in such
notice, with the SEC under the 1933 Act for resale. Upon receipt of such
notice, the Company shall, within ten days thereafter, give written notice of
such request to all Stockholders and include all or a portion of the Common
Stock of any Stockholders who elect to be included in such registration by
written notice to the Company within ten days of the date of mailing of the
Company's notice. The Stockholders (including the Majority

-5-
<PAGE> 6
Stockholders) owning the majority of shares being registered in such
registration shall select the managing underwriter, if any, for such
registration (subject to approval of the Company, which shall not be
unreasonably withheld) and the Company shall enter into an underwriting
agreement, in customary form, with such underwriter. The Company shall
promptly (1) take appropriate action, on a reasonably timely basis, to file a
registration statement on the appropriate form covering all shares (subject to
Paragraph 5(d) hereof) of Common Stock requested by the Majority Stockholders
(including, without limitation, those owned by their Affiliates) which any of
them desire to include therein, (2) use reasonable efforts to cause such
registration statement to become effective under the 1933 Act and (3) use
reasonable efforts to qualify such resale under those state securities laws
reasonably requested by any Majority Stockholder whose shares of Common Stock
or Common Stock of their Affiliates are included in such registration; provided
such effort shall not require the Company to qualify as a foreign corporation
or subject itself to taxation in any jurisdiction where it is not already so
qualified or subject.

(ii) No Majority Stockholder shall make more than
two demands for a registration statement pursuant to this Paragraph 5(b);
provided, however, that if, after the Majority Stockholders request such
registration, but prior to the effective date of such registration, there
occurs any material adverse change in the Company or in market conditions
which, in the opinion of the managing underwriter (or, if there is no managing
underwriter, an investment banker elected by the Stockholders who own a
majority of the shares being registered by the Majority Stockholders) renders
impracticable the public sale of the full amount of the securities proposed to
be sold at the public offering price, such Stockholders may require the Company
to withdraw such registration without being deemed to have exercised their
right to request registration under this Paragraph 5(b). A registration
statement shall be deemed demanded on behalf of a Majority Stockholder only if
such registration is declared effective under the 1933 Act and includes shares
requested to be filed by such Majority Stockholder or its Affiliates, and, if
such offering is the subject of an underwriting agreement or dealer-manager
agreement, at least 75% of the shares included therein that are offered by
Stockholders (other than shares subject to over-allotment of similar options)
are sold as contemplated by such Agreement. The Company shall take all
reasonable action to maintain the effectiveness of a registration statement
filed pursuant to this Paragraph 5(b) for a period of 180 days from its
effective date. In connection with a registration of Common Stock pursuant to
this Paragraph 5, the Company shall bear all expenses, including fees and
expenses of one counsel for all Stockholders including shares in such
registration and any underwriter, but not including underwriting discounts and
commissions. As used in this Paragraph 5, "expenses" of a registration shall
mean the expenses disclosed in Item 13 of part II of the Form S-1 registration
statement, or in a comparable section of any similar form permitting an
underwritten public offering, as well as expenses of underwriters customarily
reimbursed by issuers or selling stockholders.

(i) If at any time or times after the date hereof the
Company intends to file a registration statement on Form S-1, S-2 or S-3 (or
other appropriate form) for the registration of an underwritten offering of
Common Stock (or securities convertible into Common Stock) with the Commission
(other than pursuant to an exercise by the Majority Stockholders of their
demand registration rights in accordance with Paragraph 5(b)), it shall notify
each of the Stockholders as

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<PAGE> 7
soon as practicable of the Company's intention to file such a registration
statement. Such notice shall state the number of shares proposed to be
registered thereby. If a Stockholder notifies the Company within ten days
after receipt of such notice from the Company of its desire to have included in
such registration statement any of its Common Stock, (or Common Stock of its
Affiliates) then the Company, subject to the provisions of Paragraph 5(d)
hereof, shall include such shares in such registration statement. The
"expenses" (as defined in Paragraph 5(b)) of such registration, excluding
underwriting discounts and commissions, shall be borne by the Company.

(ii) The Company may in its discretion withdraw any
registration statement filed pursuant to this Paragraph 5(c) subsequent to its
filing without liability to the Stockholders or their Affiliates except with
respect to expenses.

(d) Allocations. In the event that the managing underwriter of
any offering described in Paragraph 5(b) or 5(c) hereof notifies the Company
prior to the effective date of a registration demanded by the Stockholders
that, in good faith, it is able to proceed with the proposed offering only with
respect to a smaller number (the "Maximum Number") of shares of Common Stock
than the total number of shares of Common Stock proposed to be offered by the
Stockholders, the Company and all others entitled to registration rights under
such registration statement, then (i) in the case of an offering described in
Paragraph 5(b), the aggregate number of shares of Common Stock proposed to be
offered by the Stockholders and all others (including the Company) included in
such registration statement shall equal the Maximum Number allocated pro rata
in accordance with the number of shares of Common Stock proposed to be offered
by each such party and (ii) in the case of an offering described in Paragraph
5(c), the aggregate number of shares of Common Stock proposed to be offered by
the Stockholders and all others (other than the Company) included in such
registration statement shall equal the Maximum Number less the number of shares
proposed to be offered by the Company, such difference to be allocated pro rata
in accordance with the number of shares of Common Stock proposed to be offered
by each such party.

(e) Indemnity. In connection with a registration statement filed
with the SEC pursuant to this Paragraph 5, the Company shall provide each
Stockholder whose shares of Common Stock and each Affiliate thereof whose
shares of Common Stock are included in such registration statement, and each
officer and director of any of them, and each person who controls such
Stockholder or Affiliate within the meaning of Section 15 of the 1933 Act, and
Section 20 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") with indemnification against any losses, claims, damages or liabilities
to which any of them may become subject under the federal securities laws or
otherwise, in form and substance as is customarily given to underwriters in an
underwritten offering of securities. Each Stockholder whose Common Stock is
included in any such registration statement agrees that it shall (and shall
cause its Affiliates whose shares of Common Stock are included in such
registration to agree to) indemnify the Company, and each officer and director
thereof, and each person who controls the Company within the meaning of Section
15 of the 1933 Act and Section 20 of the Exchange Act, against losses, claims,
damages or liabilities, in form and substance as is customarily given by
underwriters to a corporation in an underwritten public offering of securities.

-7-
<PAGE> 8
(f) Certain Procedures. In the event the Company includes Common
Stock of any Stockholder (or Affiliate) in a registration statement pursuant to
Paragraph 5 of this Agreement,

(i) The Company shall obtain a "cold comfort" letter
from the Company's independent public accountants, in customary form covering
those matters customarily covered by a "cold comfort" letter with respect to
any such registration statement and addressed to such Stockholders and
Affiliates; and

(ii) Each Stockholder and Affiliate thereof including
shares of Common Stock in such registration and the Company shall each use
their reasonable best efforts to execute and deliver to the underwriters for
the offering covered by any such registration statement, an underwriting
agreement in form and substance customarily executed for public offerings of
common stock.

(g) Lock-Ups. After receipt of any notice pursuant to Paragraph
5(b) or 5(c) hereof, the Stockholders and the Company shall not (and each
Stockholder shall cause each of its Affiliates not to) demand or request
(except pursuant to Paragraph 5(c) hereof) a registration of securities of the
Company or otherwise offer or sell securities thereof until the earlier of 180
days after the effective date of the registration statement in respect of which
such notice was given or 240 days after the date such notice was given.
Nothing in this Paragraph 5(g) shall preclude the Company from issuing shares
of Common Stock upon exercise of outstanding options or conversions of
outstanding convertible securities.

(h) Recapitalization of Common Stock. If requested by the
managing underwriter of a demand registration pursuant to Paragraph 5(b)
hereof, the Company shall recapitalize its Common Stock by way of stock split
or stock division such that the aggregate number of authorized and outstanding
shares of Common Stock conforms as reasonably as practicable to such number of
shares as is reasonably recommended by such managing underwriter.

6. Miscellaneous.

(a) All Other Agreements Superseded. This Agreement (together
with any other agreements entered into as of the date hereof or otherwise
entered into in connection with the merger or related financing transactions
including but not limited to those certain Stock Repurchase Agreements entered
into as of the date hereof between the Company and certain Stockholders)
supersedes all other stockholders' agreements by and among any of the parties
to this Agreement and the Company concerning the capital stock of the Company
or the Company, including without limitation those certain Stockholders'
Agreements among the Company and the Stockholders of the Company listed therein
and dated as of December 29, 1986, September 2, 1988, December 6, 1988 and
July 31, 1989 (collectively, as the foregoing may have been amended from time
to time, the "Superseded Stockholders' Agreements"). The Superseded
Stockholders' Agreements are hereby terminated and are of no further force and
effect.

-8-
<PAGE> 9
(b) Amendment. This Agreement may be amended, or any provision
hereof may be waived in a writing executed solely by the Company (or by the
Company and one or more other parties); provided, however, that such amendment
or waiver shall be set forth in a writing executed by (i) the holders of at
least a majority of the Common Stock held by Citicorp, the Citicorp Investors,
and their Permitted Transferees, if the amendment or waiver affects the rights
or obligations of Citicorp, the Citicorp Investors, or their Permitted
Transferees under this Agreement in a manner materially adverse to them, and
(ii) the holders of at least a majority of the Common Stock held by the
Management Investors and their Permitted Transferees, if the amendment or
waiver affects the rights or obligations of the Management Investors or their
Permitted Transferees under this Agreement in a manner materially adverse to
them. No course of dealing between or among any persons having any interest in
this Agreement will be deemed effective to modify, amend or discharge any part
of this Agreement or any rights or obligations of any person under or by reason
of this Agreement. Subject to the foregoing, this Agreement may be amended by
the Company and a Permitted Transferee as provided in Paragraph 6(g) hereof
without the consent of the other parties hereto.

(c) Survival. All representations, warranties, covenants and
agreements set forth in this Agreement or made in writing by any party in
connection herewith will survive the execution and delivery of this Agreement
and the Merger and the consummation of the transactions contemplated hereby,
regardless of any investigation made by the Stockholders or on their behalf.

(d) Successors and Assigns. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors, permitted assigns, heirs, and personal
representatives; provided that, except as otherwise specifically permitted
pursuant to this Agreement, neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any party hereto
without the prior written consent of the others. This Agreement sets forth the
entire agreement and understanding between the parties as to the subject matter
hereof and merges and supersedes all prior discussions, agreements and
understandings of any and every nature among them.

(e) Right of First Refusal. If, under federal bankruptcy law,
similar debtor relief laws, or other laws affecting the transfer of shares of
Stock, any option to purchase such shares of Stock granted under this Agreement
is voided or declared unenforceable as to any of such shares of Stock by any
court of competent jurisdiction, the Company shall have a right of first
refusal to purchase any or all such shares of Stock in the event of any
proposed transfer thereof by any trustee, receiver, conservator, liquidator,
guardian, or other transferee of the person holding such shares of Stock who
is, or whose assets are, subject to such laws. Such right of first refusal
shall provide that the Company may purchase such shares of Stock at the same
price and on the same terms as such shares of Stock are proposed to be sold by
such trustee, receiver, conservator, liquidator, guardian, or other transferee.

(f) Severability. In the event that any provision of this
Agreement or the application of any provision hereof is declared to be illegal,
invalid or otherwise unenforceable by

-9-
<PAGE> 10
a court of competent jurisdiction, the remainder of this Agreement shall not be
affected except to the extent necessary to delete such illegal, invalid or
unenforceable provision unless the provision held invalid shall substantially
impair the benefit of the remaining portion of this Agreement.

(g) Notice. All notices, demands and other communications to be
given or delivered under or by reason of the provisions of this Agreement shall
be in writing and shall be deemed to have been given when delivered personally
or when mailed by certified or registered mail, return receipt requested and
postage prepaid, and addressed to the addresses of the respective parties set
forth below or to such changed addresses as such parties of persons that may
from time to time become parties hereto may have fixed by notices, provided,
however, that any notice of change of address shall be effective only upon
receipt:

If to the Company, to:

Merchants Metals Holding Company
515 West Greens Road, Suite 710
Houston, Texas 77067
Attn: Robert N. Tenczar

If to Citicorp, to:

Citicorp Venture Capital Ltd.
399 Park Avenue
14th Floor, Zone 4
New York, New York 10043
Attn: Thomas F. McWilliams

with a copy to:

Baker & Botts, L.L.P.
2001 Ross Avenue
Dallas, Texas 75201
Attn: Michael A. Saslaw

If to a Management Investor, to such Management Investor at the address
set forth on the books of the Company.

(h) Additional Parties. Additional persons may become parties to
this Agreement upon execution by such persons and the Company of a counterpart
of this Agreement.

(i) Headings and References. The headings of the Paragraphs
hereof are inserted as a matter of convenience and for reference only and in no
way define, limit, or describe the scope of this Agreement or the meaning of
any provision hereof. Whenever the context may require, words

-10-
<PAGE> 11
referring to one gender shall include the other gender, and any neuter pronouns
use herein shall be deemed also to refer to the corresponding masculine and
feminine forms.

(j) Specific Performance. In the event of a breach by any party
to this Agreement of its obligations under this Agreement, any party injured by
such breach, in addition to being entitled to exercise all rights granted by
law, including recovery of damages, will be entitled to specific performance of
its rights under this Agreement. The parties agree that monetary damages would
not be adequate compensation for any loss incurred by reason of a breach by any
party of any of the provisions of this Agreement and hereby agree to waive the
defense in any action for specific performance that a remedy at law would be
adequate.

(k) Counterparts. This Agreement may be executed in one or more
counterparts all of which taken together will constitute one and the same
document. In making proof of this Agreement, it shall not be necessary to
produce or account for more than one such counterpart executed by the party
against whom enforcement of this Agreement is sought.

(l) GOVERNING LAW. THE VALIDITY, PERFORMANCE, CONSTRUCTION, AND
EFFECT OF THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
DELAWARE, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

MERCHANTS METALS HOLDING COMPANY

By: /s/ JULIUS S. BURNS
-------------------------------------
Julius S. Burns
President and Chief Executive Officer

CITICORP VENTURE CAPITAL LTD.

By: /s/ THOMAS F. MCWILLIAMS
-------------------------------------
Name: Thomas F. McWilliams
-------------------------------------
Title: Managing Director
------------------------------------

CITICORP INVESTORS:

-11-
<PAGE> 12
/s/ BRUCE C. BRUCKMANN
-----------------------------------------
Bruce C. Bruckmann

/s/ RICHARD M. CASHIN
-----------------------------------------
Richard M. Cashin

/s/ THOMAS F. MCWILLIAMS
-----------------------------------------
Thomas F. McWilliams

/s/ STEPHEN C. SHERRILL
-----------------------------------------
Stephen C. Sherrill

/s/ DAVID F. THOMAS
-----------------------------------------
David F. Thomas

MANAGEMENT INVESTORS:

/s/ MICHAEL W. BABCOCK
-----------------------------------------
Michael W. Babcock

/s/ JULIUS S. BURNS
-----------------------------------------
Julius S. Burns

/s/ JAMES M. MCCALL
-----------------------------------------
James M. McCall

/s/ WILLIAM H. STEWART
-----------------------------------------
William H. Stewart

/s/ ROBERT N. TENCZAR
-----------------------------------------
Robert N. Tenczar

/s/ MICHAEL WEAVER
-----------------------------------------
Michael Weaver

/s/ DAVID J. WILKES
-----------------------------------------
David J. Wilkes

-12-

<PAGE> 1
EXHIBIT 10.3

EMPLOYMENT AGREEMENT

This Employment Agreement (the "AGREEMENT") is made and entered into
as of December 31, 1994, by MMI Products, Inc., a Delaware corporation (the
"COMPANY"), and Julius S. Burns, a resident of Texas (the "EMPLOYEE").

W I T N E S S E T H:

WHEREAS, the Company desires to employ the Employee, and the Employee
desires to accept such employment, on the terms ad conditions set forth in this
Agreement;

THEREFORE, in consideration of the premises and the covenants
contained in this Agreement, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Employee hereby agree as follows:

1. Employment. The Company hereby employs the Employee, and the
Employee hereby accepts such employment, upon the terms and conditions set
forth in this Agreement.

2. Duties of the Employee. During the term of this Agreement,
the Employee shall, under the direction of the Board of Directors of the
Company, perform such executive, management, consulting, client development and
other duties that the Board of Directors of the Company may from time to time
assign. The Employee shall devote all of his business time, attention and
energy to the Company and shall not, during the term of his employment, be
actively engaged in any managerial or employment capacity in any other business
activity for gain, profit, or other pecuniary advantage; provided that the
foregoing does not prohibit the Employee from making investments that do not
unreasonably interfere with the performance of his duties with the Company.

3. Compensation.

(a) The Employee shall receive as compensation for his
services hereunder an annual salary of $200,000, which sum shall be payable in
equal semi-monthly installments (the "BASE COMPENSATION") . The Employee's Base
Compensation shall be reviewed at least annually by the Board of Directors, and
the Employee shall be entitled to such increases in his Base Compensation as
the Board of Directors may determine.

(b) The Employee will also be entitled to participate in
the senior management incentive plan to be established by the Company that will
afford the Employee the opportunity to earn incentive compensation of up to
100% of the Employee's Base Compensation. The amount payable to the Employee
under such incentive plan will be based on the Company's earnings and return on
investment, according to objectives determined by the Board of Directors.
<PAGE> 2
4. Other Benefits. The Employee shall be entitled to participate
in any health insurance, life insurance or other benefits that are generally
extended, from time to time, to the employees of the Company (or to executives
of the Company, if different from those provided to employees generally). The
Employee shall be entitled to reasonable vacations, consistent with the
Company's policies. Upon the submission of properly documented expense account
reports, the Company shall reimburse the Employee for all reasonable travel and
entertainment expenses incurred by the Employee in the course of his
employment. The Company will also provide the Employee a car allowance in
accordance with Company policy.

5. Term. The term of employment hereunder shall commence upon
the date hereof and continue for a period of five years thereafter, unless
sooner terminated in accordance with the provisions hereof.

6. Termination.

6.1 Death or Disability. The employment of the Employee
shall terminate automatically upon the death or total disability of the
Employee. For the purpose of this Agreement, "total disability" shall be
deemed to have occurred if in the sole judgment of the Board of Directors the
Employee shall have been unable to perform the duties of his employment due to
his mental or physical condition for a period of 180 days.

6.2 Cause. The Company may terminate the employment of
the Employee under this Agreement for Cause. For purposes of this Agreement,
"Cause" means conduct by the Employee constituting gross mismanagement, willful
misconduct or fraud during the term of this Agreement, as determined by the
Board of Directors of the Company in its sole judgment.

6.3 Notice. The Board of Directors of the Company may
terminate the employment of the Employee upon notice, written or oral, given or
delivered to the Employee.

7. Compensation Upon Termination.

7.1 If the employment of the Employee is terminated
pursuant to the provisions of Section 6.1, all rights and obligations under
this Agreement shall terminate, and no further compensation shall be payable to
the Employee except as specifically provided herein; provided, however, that
the Employee or the Employee's estate, heirs and beneficiaries, as applicable,
shall be entitled to receive in a lump sum cash payment promptly after
termination of the Employee's employment (a) Base Compensation accrued through
the date of termination, as well as any reimbursable expenses incurred pursuant
to Section 4 of this Agreement; (b) incentive compensation payable to the
Employee pursuant to Section 3(b), prorated to the date of termination based
upon the incentive compensation paid or payable to the Employee pursuant to
Section 3(b) in respect of the Company's preceding fiscal year; and (c) any
other benefits specifically provided to the Employee under any benefit plan.

2
<PAGE> 3
7.2 If the employment of the Employee is terminated
pursuant to the provisions of Section 6.2 herein, all rights and obligations
under this Agreement shall terminate, and no further compensation shall be paid
to the Employee, other than Base Compensation accrued through the date of
termination.

7.3 If the employment of the Employee under this
Agreement is terminated pursuant to the provisions of Section 6.3 (other than
as described in Section 7.4 below), all rights and obligations under this
Agreement shall terminate, and no further compensation shall be payable to the
Employee except as specifically provided herein; provided, however, that the
Employee shall be entitled to receive in a lump sum cash payment the amount
determined under Section 7. 1, plus monthly severance payments equal to his
monthly Base Compensation for the lesser of (a) the number of months remaining
under the term of this Agreement, or (b) twelve months.

7.4 If the employment of the Employee under this
Agreement is terminated pursuant to the provisions of Section 6.3 within one
year of a "change in control," all rights and obligations under this Agreement
shall terminate and no further compensation shall be payable to the Employee
except as specifically provided herein; provided, however, the Employee shall
be entitled to receive in a lump sum cash payment the amount determined under
Section 7.1 plus monthly severance payments in accordance with Section 7.3 plus
incentive compensation pursuant to Section 3(b) pro rated for the period from
the date of termination through the lesser of (a) the number of months
remaining under the terms of this Agreement, or (b) 12 months, in either case
based upon the incentive compensation paid or payable to the Employee pursuant
to Section 3(b) in respect of the Company's preceding fiscal year. As used
herein, the term "change in control" shall have the meaning ascribed thereto in
Paragraph 3(d) of the Shareholders' Agreement dated as of July 31, 1989, by and
among Merchants Metals Holding Company, a Delaware corporation ("Holding"), the
Employee and certain other shareholders of Holding named therein.

8. Disclosure of Information. The Employee hereby acknowledges
that he will have access to certain trade secrets and confidential information
of the Company and of corporations affiliated with the Company and that such
information constitutes valuable, special and unique property of the Company
and such other corporations. The Employee will not, during or after the term
of his employment hereunder, disclose any such trade secrets or confidential
information to any person or entity for any reasons or purpose whatsoever,
except as may be required by law.

9. Notice. Any notice required or permitted hereunder shall be
deemed sufficiently given if in writing and either personally delivered or sent
by registered, certified, or first class mail, postage prepaid, addressed to
the part at the address set forth below, or at such other address as the party
may subsequently designate:

If to the Employee, to: (a) Julius S. Burns
515 West Greens Road, #710
Houston, Texas 77067

3
<PAGE> 4
If to the Company, to: (b) MMI Products, Inc.
515 West Greens Road, #710
Houston, Texas 77067

Attn: Thomas F. McWilliams

Copy to: Citicorp Venture Capital Ltd.
399 Park Avenue
Floor 14/Zone 4
New York, New York 10022
Attn: Thomas F. McWilliams

10. Amendment; Waiver. No modification or amendment hereof shall
be valid and binding, unless it be in writing and signed by the parties hereto.
The waiver of any provision hereof shall be effective only in the specific
instance and for the particular purpose for which it was given. No failure to
exercise, and no delay in exercising, any right or power hereunder shall
operate as a waiver thereof.

11 Benefit. This Agreement shall inure to the benefit of and
shall be binding upon the Employee, his heirs and personal representatives, and
the Company, its successors and assigns. Neither this Agreement, nor the
rights and obligations created hereunder, may be assigned by either party
without the consent of the other party.

12. Invalid Provisions. If any provision of this Agreement is
held to be illegal, invalid, or unenforceable under present or future laws
effective during the term hereof, such provision shall be fully severable; this
Agreement shall be construed and enforced as if such illegal, invalid, or
unenforceable provisions had never comprised a part hereof; and the remaining
provisions shall remain in full force and effect and shall not be affected by
the illegal, invalid, or unenforceable provision or by its severance from this
Agreement. Furthermore, in lieu of such illegal, invalid, or unenforceable
provision, there shall be added automatically as a part of this Agreement a
provision as similar in terms to such illegal, invalid, or unenforceable
provision as may be possible and be legal, valid and enforceable.

13 Headings. The headings of the paragraphs of this Agreement
have been inserted for convenience of reference only and shall in no way
restrict or modify any of the terms or provisions hereof.

14 Attorney's Fees. If any action at law or in equity is
necessary to enforce or interpret the terms of this Agreement, the prevailing
party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which he or it may be
entitled.

15 Entire Agreement; Modification. This Agreement contains the
entire agreement between the parties and supersedes all prior agreements and
understandings, oral or written, with

4
<PAGE> 5
respect to the transactions contemplated herein, including any and all
severance pay agreements between the Company or its predecessors and the
Employee.

16. Governing Law. This Agreement has been entered into the State
of Texas and shall be construed in accordance with, and governed by, the laws
excluding the conflicts of law rules of the State of Texas.

IN WITNESS WHEREOF, the parties have duly executed this Agreement, as
of the date and year first above written.

EMPLOYER;

MMI PRODUCTS, INC.

By: /s/ Thomas F. McWilliams
---------------------------------
Thomas F. McWilliams,
Director

EMPLOYEE:

/s/ Julius S. Burns
------------------------------------
Julius S. Burns

5
<PAGE> 6

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

This Amendment No. 1 to Employment Agreement (the "Amendment")
is made and entered into as of the 16th day of April, 1997, by and between MMI
Products, Inc., a Delaware corporation (the "Company") and Julius S. Burns (the
"Employee").

WHEREAS, the Company and Employee entered into that certain
Employment Agreement dated as of December 31, 1994 (the "Employment
Agreement").

WHEREAS, the Company and Employee desire to further amend the
provisions of the Employment Agreement as provided herein.

NOW, THEREFORE, for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto
hereby agree as follows:

1. The first sentence of Section 3(a) of the Employment
Agreement is hereby amended by deleting the text which reads "$200,000" and
replacing it with "$250,000."

2. The text of Section 3(b) of the Employment Agreement
is hereby deleted and replaced in its entirety with the following:

(b) The Employee will be entitled to earn annual
incentive compensation based on performance criteria
established from time to time by the Board of Directors of the
Company. The amount of such incentive compensation will be
based on, among other things, the Company's earnings and
return on investment.

3. Except as expressly amended by this Amendment, the
Employment Agreement shall remain in full force and effect in the form in which
it was in effect prior to the execution and delivery of this Amendment.

<PAGE> 7
IN WITNESS WHEREOF, the undersigned have executed and delivered this
Amendment as of the date first above written.

MMI PRODUCTS, INC.

By: /s/ ROBERT N. TENCZAR
----------------------------------
Name: Robert N. Tenczar
--------------------------------
Title: Vice President and
------------------------------
Chief Financial Officer
------------------------------

EMPLOYEE:

/s/ JULIUS S. BURNS
-------------------------------------
Julius S. Burns

<PAGE> 1
EXHIBIT 10.4

ADVANCED RETIREMENT PLANS OF AMERICA, INC.

DEFINED CONTRIBUTION PROTOTYPE PLAN
AND
TRUST AGREEMENT
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<S> <C>
ALPHABETICAL LISTING OF DEFINITIONS . . . . . . . . . . . . . . . . . . . . . vi

ARTICLE I, DEFINITIONS
1.01 Employer . . . . . . . . . . . . . . . . . . . . . . . . . . 1.01
1.02 Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . 1.01
1.03 Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.01
1.04 Adoption Agreement . . . . . . . . . . . . . . . . . . . . . 1.01
1.05 Plan Administrator . . . . . . . . . . . . . . . . . . . . . 1.02
1.06 Advisory Committee . . . . . . . . . . . . . . . . . . . . . 1.02
1.07 Employee . . . . . . . . . . . . . . . . . . . . . . . . . . 1.02
1.08 Self-Employed Individual/Owner-Employee. . . . . . . . . . . 1.02
1.09 Highly Compensated Employee . . . . . . . . . . . . . . . . 1.02
1.10 Participant . . . . . . . . . . . . . . . . . . . . . . . . 1.03
1.11 Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . 1.04
1.12 Compensation . . . . . . . . . . . . . . . . . . . . . . . . 1.04
1.13 Earned Income . . . . . . . . . . . . . . . . . . . . . . . 1.06
1.14 Account . . . . . . . . . . . . . . . . . . . . . . . . . . 1.06
1.15 Accrued Benefit . . . . . . . . . . . . . . . . . . . . . . 1.06
1.16 Nonforfeitable . . . . . . . . . . . . . . . . . . . . . . . 1.06
1.17 Plan Year/Limitation Year . . . . . . . . . . . . . . . . . 1.06
1.18 Effective Date . . . . . . . . . . . . . . . . . . . . . . . 1.06
1.19 Plan Entry Date . . . . . . . . . . . . . . . . . . . . . . 1.06
1.20 Accounting Date . . . . . . . . . . . . . . . . . . . . . . 1.06
1.21 Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.06
1.22 Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . 1.07
1.23 Nontransferable Annuity . . . . . . . . . . . . . . . . . . 1.07
1.24 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.07
1.25 Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.07
1.26 Service . . . . . . . . . . . . . . . . . . . . . . . . . . 1.07
1.27 Hour of Service . . . . . . . . . . . . . . . . . . . . . . 1.07
1.28 Disability . . . . . . . . . . . . . . . . . . . . . . . . . 1.08
1.29 Service for Predecessor Employer . . . . . . . . . . . . . . 1.09
1.30 Related Employers . . . . . . . . . . . . . . . . . . . . . 1.09
1.31 Leased Employees . . . . . . . . . . . . . . . . . . . . . . 1.09
1.32 Special Rules for Owner-Employers . . . . . . . . . . . . . 1.10
1.33 Determination of Top Heavy Status . . . . . . . . . . . . . 1.11
1.34 Paired Plans . . . . . . . . . . . . . . . . . . . . . . . . 1.13

ARTICLE II, EMPLOYEE PARTICIPANTS
2.01 Eligibility . . . . . . . . . . . . . . . . . . . . . . . . 2.01
2.02 Year of Service - Participation . . . . . . . . . . . . . . 2.01
</TABLE>
<PAGE> 3
<TABLE>
<S> <C>
2.03 Break in Service - Participation . . . . . . . . . . . . . . 2.01
2.04 Participation upon Re-employment . . . . . . . . . . . . . . 2.02
2.05 Change in Employee Status . . . . . . . . . . . . . . . . . 2.02
2.06 Election Not to Participate . . . . . . . . . . . . . . . . 2.02

ARTICLE III, EMPLOYER CONTRIBUTIONS AND FORFEITURES
3.01 Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.01
3.02 Determination of Contribution . . . . . . . . . . . . . . . 3.01
3.03 Time of Payment of Contribution . . . . . . . . . . . . . . 3.01
3.04 Contribution Allocation . . . . . . . . . . . . . . . . . . 3.01
3.05 Forfeiture Allocation . . . . . . . . . . . . . . . . . . . 3.04
3.06 Accrual of Benefit . . . . . . . . . . . . . . . . . . . . . 3.04
3.07-3.16 Limitations on Allocations . . . . . . . . . . . . . . . 3.06
3.17 Special Allocation Limitation . . . . . . . . . . . . . . . 3.09
3.18 Defined Benefit Plan Limitation . . . . . . . . . . . . . . 3.09
3.19 Definitions - Article III . . . . . . . . . . . . . . . . . 3.09

ARTICLE IV, PARTICIPANT CONTRIBUTIONS
4.01 Participant Nondeductible Contributions . . . . . . . . . . 4.01
4.02 Participant Deductible Contributions . . . . . . . . . . . . 4.01
4.03 Participant Rollover Contributions . . . . . . . . . . . . . 4.01
4.04 Participant Contribution - Forfeitability . . . . . . . . . 4.02
4.05 Participant Contribution - Withdrawal/Distribution . . . . . 4.02
4.06 Participant Contribution - Accrued Benefits . . . . . . . . 4.02

ARTICLE V, TERMINATION OF SERVICE - PARTICIPANT VESTING
5.01 Normal Retirement Age . . . . . . . . . . . . . . . . . . . 5.01
5.02 Participant Disability or Death . . . . . . . . . . . . . . 5.01
5.03 Vesting Schedule . . . . . . . . . . . . . . . . . . . . . . 5.01
5.04 Cash-out Distributions to Partially-Vested
Participants/Restoration of
Forfeited Accrued Benefit . . . . . . . . . . . . . . . . . 5.01
5.05 Segregated Account for Repaid Amount . . . . . . . . . . . . 5.03
5.06 Year of Service - Vesting . . . . . . . . . . . . . . . . . 5.03
5.07 Break in Service - Vesting . . . . . . . . . . . . . . . . . 5.04
5.08 Included Years of Service-Vesting . . . . . . . . . . . . . 5.04
5.09 Forfeiture Occurs . . . . . . . . . . . . . . . . . . . . . 5.04

ARTICLE VI, TIME AND METHOD OF PAYMENT OF BENEFITS
6.01 Time of Payment of Accrued Benefit . . . . . . . . . . . . . 6.01
6.02 Method of Payment of Accrued Benefit . . . . . . . . . . . . 6.03
6.03 Benefit Payment Elections . . . . . . . . . . . . . . . . . 6.05
6.04 Annuity Distributions to Participants and Surviving
Spouses . . . . . . . . . . . . . . . . . . . . . . . . . . 6.07
6.05 Waiver Election - Qualified Joint and Survivor Annuity . . . 6.09
</TABLE>

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<TABLE>
<S> <C>
6.06 Waiver Election - Preretirement Survivor Annuity . . . . . . 6.10
6.07 Distributions Under Domestic Relations Orders . . . . . . . 6.10

ARTICLE VII, EMPLOYER ADMINISTRATIVE PROVISIONS
7.01 Information to Committee . . . . . . . . . . . . . . . . . . 7.01
7.02 No Liability . . . . . . . . . . . . . . . . . . . . . . . . 7.01
7.03 Indemnity of Certain Fiduciaries . . . . . . . . . . . . . . 7.01
7.04 Employer Direction of Investment . . . . . . . . . . . . . . 7.01
7.05 Amendment to Vesting Schedule . . . . . . . . . . . . . . . 7.01

ARTICLE VIII, PARTICIPANT ADMINISTRATIVE PROVISIONS
8.01 Beneficiary Designation . . . . . . . . . . . . . . . . . . 8.01
8.02 No Beneficiary Designation/Death of Beneficiary . . . . . . 8.01
8.03 Personal Data to Committee . . . . . . . . . . . . . . . . . 8.02
8.04 Address for Notification . . . . . . . . . . . . . . . . . . 8.02
8.05 Assignment or Alienation . . . . . . . . . . . . . . . . . . 8.02
8.06 Notice of Change in Terms . . . . . . . . . . . . . . . . . 8.02
8.07 Litigation Against the Trust . . . . . . . . . . . . . . . . 8.02
8.08 Information Available . . . . . . . . . . . . . . . . . . . 8.03
8.09 Appeal Procedure for Denial of Benefits . . . . . . . . . . 8.03
8.10 Participant Direction of Investment . . . . . . . . . . . . 8.04

ARTICLE IX, ADVISORY COMMITTEE - DUTIES WITH RESPECT TO
PARTICIPANTS' ACCOUNTS
9.01 Members' Compensation Expenses . . . . . . . . . . . . . . . 9.01
9.02 Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.01
9.03 Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.01
9.04 General . . . . . . . . . . . . . . . . . . . . . . . . . . 9.01
9.05 Funding Policy . . . . . . . . . . . . . . . . . . . . . . . 9.02
9.06 Manner of Action . . . . . . . . . . . . . . . . . . . . . . 9.02
9.07 Authorized Representative . . . . . . . . . . . . . . . . . 9.02
9.08 Interested Member . . . . . . . . . . . . . . . . . . . . . 9.03
9.09 Individual Accounts . . . . . . . . . . . . . . . . . . . . 9.03
9.10 Value of Participant's Accrued Benefit . . . . . . . . . . . 9.03
9.11 Allocation and Distribution of Net Income Gain or Loss
9.12 Individual Statement . . . . . . . . . . . . . . . . . . . . 9.04
9.13 Account Charged . . . . . . . . . . . . . . . . . . . . . . 9.04
9.14 Unclaimed Account Procedure . . . . . . . . . . . . . . . . 9.04

ARTICLE X, CUSTODIAN/TRUSTEE, POWERS AND DUTIES
10.01 Acceptance . . . . . . . . . . . . . . . . . . . . . . . . 10.01
10.02 Receipt of Contributions . . . . . . . . . . . . . . . . . 10.01
10.03 Investment Powers . . . . . . . . . . . . . . . . . . . . 10.01
</TABLE>

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<PAGE> 5
<TABLE>
<S> <C> <C>
10.04 Records and Statements . . . . . . . . . . . . . . . . . . 10.07
10.05 Fees and Expenses from Fund . . . . . . . . . . . . . . . 10.07
10.06 Parties to Litigation . . . . . . . . . . . . . . . . . . 10.07
10.07 Professional Agents . . . . . . . . . . . . . . . . . . . 10.07
10.08 Distribution of Cash or Property . . . . . . . . . . . . . 10.08
10.09 Distribution Directions . . . . . . . . . . . . . . . . . 10.08
10.10 Third Party/Multiple Trustees . . . . . . . . . . . . . . 10.08
10.11 Resignation . . . . . . . . . . . . . . . . . . . . . . . 10.08
10.12 Removal . . . . . . . . . . . . . . . . . . . . . . . . . 10.08
10.13 Interim Duties and Successor Trustee . . . . . . . . . . . 10.08
10.14 Valuation of Trust . . . . . . . . . . . . . . . . . . . . 10.09
10.15 Limitation on Liability - If Investment Manager,
Ancillary Trustee or Independent Fiduciary Appointed . . . 10.09
10.16 Investment in Group Trust Fund . . . . . . . . . . . . . . 10.09
10.17 Appointment of Ancillary Trustee or Independent Fiduciary 10.10

ARTICLE XI, PROVISIONS RELATING TO INSURANCE AND INSURANCE COMPANY
11.01 Insurance Benefit . . . . . . . . . . . . . . . . . . . . 11.01
11.02 Limitation on Life Insurance Protection . . . . . . . . . 11.02
11.03 Definitions . . . . . . . . . . . . . . . . . . . . . . . 11.02
11.04 Dividend Plan . . . . . . . . . . . . . . . . . . . . . . 11.03
11.05 Insurance Company Not a Party to Agreement . . . . . . . . 11.03
11.06 Insurance Company Not Responsible for Trustee's Actions . 11.03
11.07 Insurance Company Reliance on Trustee's Signature . . . . 11.03
11.08 Acquittance . . . . . . . . . . . . . . . . . . . . . . . 11.03
11.09 Duties of Insurance Company . . . . . . . . . . . . . . . 11.03

ARTICLE XII, MISCELLANEOUS
12.01 Evidence . . . . . . . . . . . . . . . . . . . . . . . . . 12.01
12.02 No Responsibility for Employer Action . . . . . . . . . . 12.01
12.03 Fiduciaries Not Insurers . . . . . . . . . . . . . . . . . 12.01
12.04 Waiver of Notice . . . . . . . . . . . . . . . . . . . . . 12.01
12.05 Successors . . . . . . . . . . . . . . . . . . . . . . . . 12.01
12.06 Word Usage . . . . . . . . . . . . . . . . . . . . . . . . 12.01
12.07 State Law . . . . . . . . . . . . . . . . . . . . . . . . 12.01
12.08 Employer's Right to Participate . . . . . . . . . . . . . 12.02
12.09 Employment Not Guaranteed . . . . . . . . . . . . . . . . 12.02

ARTICLE XIII, EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION
13.01 Exclusive Benefit . . . . . . . . . . . . . . . . . . . . 13.01
13.02 Amendment By Employer . . . . . . . . . . . . . . . . . . 13.01
13.03 Amendment By Regional Prototype Plan Sponsor . . . . . . . 13.02
13.04 Discontinuance . . . . . . . . . . . . . . . . . . . . . . 13.02
</TABLE>

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<TABLE>
<S> <C>
13.05 Full Vesting on Termination . . . . . . . . . . . . . . . 13.02
13.06 Merger/Direct Transfer . . . . . . . . . . . . . . . . . . 13.02
13.07 Termination . . . . . . . . . . . . . . . . . . . . . . . 13.03

ARTICLE XIV, CODE Section 401(K) AND CODE Section 401(M) ARRANGEMENTS
14.01 Application . . . . . . . . . . . . . . . . . . . . . . . 14.01
14.02 Code Section 401(k) Arrangement . . . . . . . . . . . . . 14.01
14.03 Definitions . . . . . . . . . . . . . . . . . . . . . . . 14.02
14.04 Matching Contributions/Employee Contributions . . . . . . 14.04
14.05 Time of Payment of Contributions . . . . . . . . . . . . . 14.04
14.06 Special Allocation Provisions - Deferral Contributions,
Matching Contributions and Qualified Nonelective
Contribution . . . . . . . . . . . . . . . . . . . . . . 14.05
14.07 Annual Elective Deferral Limitation . . . . . . . . . . . 14.06
14.08 Actual Deferral Percentage ("ADP") Test . . . . . . . . . 14.07
14.09 Nondiscrimination Rules for Employer Matching Contributions/
Participant Nondeductible Contributions . . . . . . . . . 14.10
14.10 Multiple Use Limitation . . . . . . . . . . . . . . . . . 14.12
14.11 Distribution Restrictions . . . . . . . . . . . . . . . . 14.13
14.12 Special Allocation Rules . . . . . . . . . . . . . . . . . 14.15

ARTICLE A, APPENDIX TO PLAN AND TRUST AGREEMENT . . . . . . . . . . . . . . A-1

APPENDIX B TO GENERAL INSTRUCTIONS CHECKLIST OF
EMPLOYER ADMINISTRATIVE ELECTIONS . . . . . . . . . . . . . . . . . . . . . B-1
</TABLE>

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<PAGE> 7
ALPHABETICAL LISTING OF DEFINITIONS

<TABLE>
<CAPTION>
Plan Definition Section Reference
(Page Number)
<S> <C>
100% Limitation . . . . . . . . . . . . . . . . . . . . . 3.19(l) (3.09)
Account . . . . . . . . . . . . . . . . . . . . . . . . . 1.14 (1.05)
Accounting Date . . . . . . . . . . . . . . . . . . . . . 1.20 (1.05)
Accrued Benefit . . . . . . . . . . . . . . . . . . . . . 1.15 (1.05)
Actual Deferral Percentage ("ADP") Test . . . . . . . . . 14.08 (14.06)
Adoption Agreement . . . . . . . . . . . . . . . . . . . 1.04 (1.01)
Advisory Committee . . . . . . . . . . . . . . . . . . . 1.06 (1.02)
Annual Addition . . . . . . . . . . . . . . . . . . . . . 19(a) (3.07)
Average Contribution Percentage Test . . . . . . . . . . 14.09 (14.07)
Beneficiary . . . . . . . . . . . . . . . . . . . . . . . 1.11 (1.03)
Break in Service for Eligibility Purposes . . . . . . . . 2.03 (2.01)
Break in Service for Vesting Purposes . . . . . . . . . . 5.07 (5.03)
Cash-out Distribution . . . . . . . . . . . . . . . . . . 5.04 (5.01)
Code . . . . . . . . . . . . . . . . . . . . . . . . . . 1.25 (1.06)
Code Section 411(d)(6) Protected Benefits . . . . . . . . 13.02 (13.01)
Compensation . . . . . . . . . . . . . . . . . . . . . . 1.12 (1.03)
Compensation for Code Section 401(k) Purposes . . . . . 14.03(f) (14.02)
Compensation for Code Section 415 Purposes . . . . . . . 3.19(b) (3.07)
Compensation for Top Heavy Purposes . . . . . . . . . .1.33(B)(3) (1.10)
Contract(s) . . . . . . . . . . . . . . . . . . . . . . 11.03(c) (11.02)
Custodian Designation . . . . . . . . . . . . . . . . . 10.03[B] (10.02)
Deemed Cash-out Rule . . . . . . . . . . . . . . . . . . 5.04(C) (5.02)
Deferral Contributions . . . . . . . . . . . . . . . . 14.03(g) (14.02)
Deferral Contributions Account . . . . . . . . . . . . . 14.06 (14.04)
Defined Benefit Plan . . . . . . . . . . . . . . . . . . 3.19(i) (3.08)
Defined Benefit Plan Fraction . . . . . . . . . . . . . . 3.19(j) (3.08)
Defined Contribution Plan . . . . . . . . . . . . . . . . 3.19(h) (3.08)
Defined Contribution Plan Fraction . . . . . . . . . . . 3.19(k) (3.09)
Determination Date . . . . . . . . . . . . . . . . . .1.33(B)(7) (1.10)
Disability . . . . . . . . . . . . . . . . . . . . . . . 1.28 (1.07)
Distribution Date . . . . . . . . . . . . . . . . . . . . 6.01 (6.01)
Distribution Restrictions . . . . . . . . . . . . . . . 14.03(m) (14.03)
Earned Income . . . . . . . . . . . . . . . . . . . . . . 1.13 (1.05)
Effective Date . . . . . . . . . . . . . . . . . . . . . 1.18 (1.05)
Elective Deferrals . . . . . . . . . . . . . . . . . . 14.03(h) (14.02)
Elective Transfer . . . . . . . . . . . . . . . . . . . 13.06(A) (13.02)
Eligible Employee . . . . . . . . . . . . . . . . . . . 14.03(c) (14.02)
</TABLE>

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<TABLE>
<S> <C>
Employee . . . . . . . . . . . . . . . . . . . . . . . . 1.07 (1.02)
Employee Contributions . . . . . . . . . . . . . . . . 14.03(n) (14.03)
Employer . . . . . . . . . . . . . . . . . . . . . . . . 1.01 (1.01)
Employer Contribution Account . . . . . . . . . . . . . . 14.06 (14.04)
Employer for Code Section 415 Purposes . . . . . . . . . 3.19(c) (3.08)
Employer for Top Heavy Purposes . . . . . . . . . . . .1.33(B)(6) (1.10)
Employment Commencement Date . . . . . . . . . . . . . . 2.02 (2.01)
ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . 1.24 (1.06)
Excess Aggregate Contributions . . . . . . . . . . . . . 14.09 (14.07)
Excess Amount . . . . . . . . . . . . . . . . . . . . . . 3.19(d) (3.08)
Excess Contributions . . . . . . . . . . . . . . . . . . 14.08 (14.06)
Exempt Participant . . . . . . . . . . . . . . . . . . . 8.01 (8.01)
Forfeiture Break in Service . . . . . . . . . . . . . . . 5.08 (5.03)
Group Trust Fund . . . . . . . . . . . . . . . . . . . . 10.16 (10.07)
Hardship . . . . . . . . . . . . . . . . . . . . . . .6.01(A)(4) (6.02)
Hardship for Code Section 401(k) Purposes . . . . . . . . 14.11 (14.10)
Highly Compensated Employee . . . . . . . . . . . . . . . 1.09 (1.02)
Highly Compensated Group . . . . . . . . . . . . . . . 14.03(d) (14.02)
Hour of Service . . . . . . . . . . . . . . . . . . . . . 1.27 (1.06)
Incidental Insurance Benefits . . . . . . . . . . . . . . 11.01 (11-01)
Insurable Participant . . . . . . . . . . . . . . . . . 11.03(d) (11.02)
Investment Manager . . . . . . . . . . . . . . . . . . . 9.04(i) (9.01)
Issuing Insurance Company . . . . . . . . . . . . . . . 11.03(b) (11.02)
Joint and Survivor Annuity . . . . . . . . . . . . . . . 6.04(A) (6.06)
Key Employee . . . . . . . . . . . . . . . . . . . . .1.33(B)(1) (1.10)
Leased Employees . . . . . . . . . . . . . . . . . . . . 1.31 (1 .08)
Limitation Year . . . . . . . . . . . 1.17.and.3.19(e).(1.05) and (3.08)
Loan Policy . . . . . . . . . . . . . . . . . . . . . . . 9.04(A) (9.02)
Mandatory Contributions . . . . . . . . . . . . . . . . . 14.04 (14.03)
Mandatory Contributions Account . . . . . . . . . . . . . 14.04 (14.03)
Master or Prototype Plan . . . . . . . . . . . . . . . . 3.19(f) (3.08)
Matching Contributions . . . . . . . . . . . . . . . . 14.03(i) (14.02)
Maximum Permissible Amount . . . . . . . . . . . . . . . 3.19(g) (3.08)
Minimum Distribution Incidental Benefit (MDIB) . . . . . 6.02(A) (6.03)
Multiple Use Limitation . . . . . . . . . . . . . . . . . 14.10 (14.09)
Named Fiduciary . . . . . . . . . . . . . . . . . . . . 10.03[D] (10.04)
Nonelective Contributions . . . . . . . . . . . . . . . 14.03(j) (14.03)
Nonforfeitable . . . . . . . . . . . . . . . . . . . . . 1.16 (1.05)
Nonhighly Compensated Employee . . . . . . . . . . . . 14.03(b) (14.02)
Nonhighly Compensated Group . . . . . . . . . . . . . . 14.03(e) (14.02)
Non-Key Employee . . . . . . . . . . . . . . . . . . .1.33(B)(2) (1.10)
Nontransferable Annuity . . . . . . . . . . . . . . . . . 1.23 (1.05)
Normal Retirement Age . . . . . . . . . . . . . . . . . . 5.01 (5.01)
</TABLE>

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<TABLE>
<S> <C>
Owner-Employee . . . . . . . . . . . . . . . . . . . . . 1.08 (1.02)
Paired Plans . . . . . . . . . . . . . . . . . . . . . . 1.34 (1.10)
Participant . . . . . . . . . . . . . . . . . . . . . . . 1.10 (1.03)
Participant Deductible Contributions . . . . . . . . . . 4.02 (4.01)
Participant Forfeiture . . . . . . . . . . . . . . . . . 3.05 (3.03)
Participant Loans . . . . . . . . . . . . . . . . . . . 10.03[E] (10-05)
Participant Nondeductible Contributions . . . . . . . . . 4.01 (4.01)
Permissive Aggregation Group . . . . . . . . . . . . .1.33(B)(5) (1.10)
Plan . . . . . . . . . . . . . . . . . . . . . . . . . . 1.03 (1.01)
Plan Administrator . . . . . . . . . . . . . . . . . . . 1.05 (1.02)
Plan Entry Date . . . . . . . . . . . . . . . . . . . . . 1.19 (1.05)
Plan Year . . . . . . . . . . . . . . . . . . . . . . . . 1.17 (1.05)
Policy . . . . . . . . . . . . . . . . . . . . . . . . 11.03(a) (11.02)
Predecessor Employer . . . . . . . . . . . . . . . . . . 1.29 (1.07)
Preretirement Survivor Annuity . . . . . . . . . . . . . 6.04(B) (6.06)
Qualified Domestic Relations Order . . . . . . . . . . . 6.07 (6.09)
Qualified Matching Contributions . . . . . . . . . . . 14.03(k) (14.03)
Qualified Nonelective Contributions . . . . . . . . . . 14.03(l) (14.03)
Qualifying Employer Real Property . . . . . . . . . . . 10.03[F] (10.05)
Qualifying Employer Securities . . . . . . . . . . . . 10.03[F] (10.05)
Related Employers . . . . . . . . . . . . . . . . . . . . 1.30 (1.07)
Required Aggregation Group . . . . . . . . . . . . . .1.33(B)(4) (1.10)
Required Beginning Date . . . . . . . . . . . . . . . . . 6.01(B) (6.02)
Rollover Contributions . . . . . . . . . . . . . . . . . 4.03 (4.01)
Self-Employed Individual . . . . . . . . . . . . . . . . 1.08 (1.02)
Service . . . . . . . . . . . . . . . . . . . . . . . . . 1.26 (1.06)
Term Life Insurance Contract . . . . . . . . . . . . . . 11.03 (11.02)
Top Heavy Minimum Allocation . . . . . . . . . . . . . . 3.04(B) (3.01)
Top Heavy Ratio . . . . . . . . . . . . . . . . . . . . . 1.33 (1.09)
Trust . . . . . . . . . . . . . . . . . . . . . . . . . . 1.21 (1.05)
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . 1.02 (1.01)
Trustee Designation . . . . . . . . . . . . . . . . . . 10.03[A] (10.01)
Trust Fund . . . . . . . . . . . . . . . . . . . . . . . 1.22 (1.05)
Weighted Average Allocation Method . . . . . . . . . . . 14.12 (14.11)
Year of Service for Eligibility Purposes . . . . . . . . 2.02 (2.01)
Year of Service for Vesting Purposes . . . . . . . . . . 5.06 (5.03)
</TABLE>

viii
<PAGE> 10
ADVANCED RETIREMENT PLANS OF AMERICA, INC.

DEFINED CONTRIBUTION PROTOTYPE PLAN AND TRUST AGREEMENT
BASIC PLAN DOCUMENT # 1

Advanced Retirement Plans of America, Inc., in its capacity as
Regional Prototype Plan Sponsor, establishes this Prototype Plan intended to
conform to and qualify under Section 401 and Section 501 of the Internal
Revenue Code of 1986, as amended. An Employer establishes a Plan and Trust
under this Prototype Plan by executing an, Adoption Agreement. If the Employer
adopts this Plan as a restated Plan in substitution for, and in amendment of,
an existing rating plan, the provisions of this Plan, as a restated Plan, apply
solely to an Employee whose employment with the Employer terminates on or after
the restated Effective Date of the Employer's Plan. If an Employee's employment
with the Employer terminates prior to the restated Effective Date, that
Employee is entitled to benefits under the Plan as the Plan existed on the date
of the Employee's termination of employment.

ARTICLE I
DEFINITIONS

1.01 "Employer" means each employer who adopts this Plan by executing
an Adoption Agreement.

1.02 "Trustee" means the person or persons who as Trustee execute the
Employer's Adoption Agreement, or any successor in office who in writing
accepts the position of Trustee. The Employer must designate in its Adoption
Agreement whether the Trustee will administer the Trust as a discretionary
Trustee or as a nondiscretionary Trustee. If a person acts as a discretionary
Trustee, the Employer also may appoint a Custodian. See Article X.

1.03 "Plan" means the retirement plan established or continued by the
Employer in the form of this Agreement., including the Adoption Agreement under
which the Employer has elected to participate in this Prototype Plan. The
Employer must designate the name of the Plan in its Adoption Agreement. An
Employer may execute more than one Adoption Agreement offered under this
Prototype Plan, each of which will constitute a separate Plan and Trust
established or continued by that Employer. The Plan and the Trust created by
each adopting Employer is a separate Plan and a separate Trust, independent
from the plan and the trust of any other employer adopting this Prototype Plan.
All section references within the Plan are Plan section references unless the
context clearly indicates otherwise.

1.04 "Adoption Agreement"" means the document executed by each
Employer adopting this Prototype Plan. The terms of this Prototype Plan as
modified by the terms of an adopting Employer's Adoption Agreement constitute a
separate Plan and Trust to be construed as a single Agreement. Each elective
provision of the Adoption Agreement corresponds by section reference to the
section of the Plan which grants the election. Each Adoption Agreement offered
under this

1.01

<PAGE> 11
Prototype Plan is either a Nonstandardized Plan or a Standardized Plan, as
identified in the preamble to that Adoption Agreement. The provisions of this
Prototype Plan apply equally to Nonstandardized Plans and to Standardized Plans
unless otherwise specified.

1.05 "Plan Administrator" is the Employer unless the Employer
designates another person to hold the position of Plan Administrator. In
addition to his other duties, the Plan Administrator has full responsibility
for compliance with the reporting and disclosure rules under ERISA as respects
this Agreement.

1.06 "Advisory Committee" means the Employer's Advisory Committee as
from time to time constituted.

1.07 "Employee" means any employee (including a Self-Employed
Individual) of the Employer. The Employer must specify in its Adoption
Agreement any Employee, or class of Employees, not eligible to participate in
the Plan. If the Employer elects to exclude collective bargaining employees,
the exclusion applies to any employee of the Employer included in a unit of
employees covered by an agreement which the Secretary of Labor finds to be a
collective bargaining agreement between employee representatives and one or
more employers unless the collective bargaining agreement requires the employee
to be included within the Plan. The term "employee representatives" does not
include any organization more than half the members of which are owners,
officers, or executives of the Employer.

1.08 "Self-Employed Individual/Owner-Employee." "Self-Employed
Individual" mean an individual who has Earned Income (or who would have had
Earned Income but for the fact that the trade or business did not have net
earnings) for the taxable year from the trade or business for which the Plan is
established. "Owner-Employee" means a Self-Employed Individual who is the sole
proprietor in the case of a sole proprietorship. If the Employer is a
partnership, "Owner-Employee" means a Self-Employed Individual who is a partner
and owns more than 10% of either the capital or profits interest of the
partnership.

1.09 "Highly Compensated Employee" means an Employee who, during the
Plan Year or during the preceding 12-month period:

(a) is a more than 5% owner of the Employer (applying the
constructive ownership rules of Code Section 318, and applying the
principles of Code Section 318, for an unincorporated entity);

(b) has Compensation in excess of $75,000 (as adjusted by the
Commissioner of Internal Revenue for the relevant year);

(c) has Compensation in excess of $50,000 (as adjusted by the
Commissioner of Internal Revenue for the relevant year) and is part of
the top-paid 20% group of employees (based on Compensation for the
relevant year); or

1.02

<PAGE> 12

(d) has Compensation in excess of 50% of the dollar amount
prescribed in Code Section 415(b)(1)(A) (relating to defined benefit
plans) and is an officer of the Employer.

If the Employee satisfies the definition in clause (b), (c) or (d) in
the Plan Year but does not satisfy clause (b), (c) or (d) during the preceding
12-month period and does not satisfy clause (a) in either period, the Employee
is a Highly Compensated Employee only if he is one of the 100 most highly
compensated Employees for the Plan Year. The number of officers taken into
account under clause (d) will not exceed the greater of 3 or 10% of the total
number (after application of the Code Section 414(q) exclusions) of Employees,
but no more than 50 officers. If no Employee satisfies the Compensation
requirement in clause (d) for the relevant year, the Advisory Committee will
treat the highest paid officer as satisfying clause (d) for that year.

For purposes of this Section 1.09, "Compensation" means Compensation
as defined in Section 1.12, except any exclusions from Compensation elected in
the Employer's Adoption Agreement Section 1.12 do not apply, and Compensation
must include "elective contributions" (as defined in Section 1.12). The
Advisory Committee must make the determination of who is a Highly Compensated
Employee, including the determinations of the number and identity of the top
paid 20% group, the top 100 paid Employees, the number of officers includible
in clause (d) and the relevant Compensation, consistent with Code Section
414(q) and regulations issued under that Code section. The Employer may make a
calendar year election to determine the Highly Compensated Employees for the
Plan Year, as prescribed by Treasury regulations. A calendar year election must
apply to all plans and arrangements of the Employer. For purposes of applying
any nondiscrimination test required under the Plan or under the Code, in a
manner consistent with applicable Treasury regulations, the Advisory Committee
will treat a Highly Compensated Employee and all family members (a spouse, a
lineal ascendant or descendant, or a spouse of a lineal ascendant or
descendant) as a single Highly Compensated Employee, but only if the Highly
Compensated Employee is a more than 5% owner or is one of the 10 Highly
Compensated Employees with the greatest Compensation for the Plan Year. This
aggregation rule applies to a family member even if that family member is a
Highly Compensated Employee without family aggregation.

The term "Highly Compensated Employee" also includes any former
Employee who separated from Service (or has a deemed Separation from Service,
as determined under Treasury regulations) prior to the Plan Year, performs no
Service for the Employer during the Plan Year, and was a Highly Compensated
Employee either for the separation year or any Plan Year ending on or after his
55th birthday. If the former Employee's Separation from Service occurred prior
to January 1, 1987, he is a Highly Compensated Employee only if he satisfied
clause (a) of this Section 1.09 or received Compensation in excess of $50,000
during: (1) the year of his Separation from Service (or the prior year); or (2)
any year ending after his 54th birthday.

1.10 "Participant" is an Employee who is eligible to be and becomes a
Participant in accordance with the provisions of Section 2.01.

1.03

<PAGE> 13

1.11 "Beneficiary" is a person designated by a Participant who is or
may become entitled to a benefit under the Plan. A Beneficiary who becomes
entitled to a benefit under the Plan remains a Beneficiary under the Plan until
the Trustee has fully distributed his benefit to him. A Beneficiary's right to
(and the Plan Administrator's, the Advisory Committee's or a Trustee's duty to
provide to the Beneficiary) information or data concerning the Plan does not
arise until he first becomes entitled to receive a benefit under the Plan.

1.12 "Compensation" means, except as provided in the Employer's
Adoption Agreement, the Participant's Earned Income, wages, salaries, fees for
professional service and other amounts received for personal services actually
rendered in the course of employment with the Employer maintaining the plan
(including, but not limited to, commissions paid salesmen, compensation for
services on the basis of a percentage of profits, commissions on insurance
premiums, tips and bonuses). The Employer must elect in its Adoption Agreement
whether to include elective contributions in the definition of Compensation.
"Elective contributions" are amounts excludible from the Employee's gross
income under Code Sections 125, 402(a)(8), 402(h) or 403(b), and contributed by
the Employer, at the Employee's election, to a Code Section 401(k) arrangement a
Simplified Employee Pension, cafeteria plan or tax-sheltered annuity. The term
"Compensation" does not include:

(a) Employer contributions (other than "elective
contributions," if includible in the definition of Compensation under
Section 1.12 of the Employer's Adoption Agreement) to a plan of
deferred compensation to the extent the contributions are not included
in the gross income of the Employee for the taxable year in which
contributed, on behalf of an Employee to a Simplified Employee Pension
Plan to the extent such contributions are excludible from the
Employee's gross income, and any distributions from a plan of deferred
compensation, regardless of whether such amounts are includible in the
gross income of the Employee when distributed.

(b) Amounts realized from the exercise of a non-qualified
stock option, or when restricted stock (or property) held by an
Employee either becomes freely transferable or is no longer subject to
a substantial risk of forfeiture.

(c) Amounts realized from the sale, exchange or other
disposition of stock acquired under a stock option described in Part
II, Subchapter D, Chapter 1 of the Code.

(d) Other amounts which receive special tax benefits, such as
premiums for group term life insurance (but only to the extent that
the premiums are not includible in the gross income of the Employee),
or contributions made by an Employer (whether or not under a salary
reduction agreement) towards the purchase of an annuity contract
described in Code Section 403(b) (whether or not the contributions are
excludible from the gross income of the Employee), other than "elective
contributions," if elected in the Employer's Adoption Agreement.

1.04

<PAGE> 14

Any reference in this Plan to Compensation is a reference to the
definition in this Section 1.12, unless the Plan reference specifies a
modification to this definition. The Advisory Committee will take into account
only Compensation actually paid for the relevant period. A Compensation payment
includes Compensation by the Employer through another person under the common
paymaster provisions in Code Sections 3121 and 33 06.

(A) LIMITATIONS ON COMPENSATION.

(1) COMPENSATION DOLLAR LIMITATION. For any Plan Year beginning after
December 31, 1988, the Advisory Committee must take into account only the first
$200,000 (or beginning January 1, 1990, such larger amount as the Commissioner
of Internal Revenue may prescribe) of any Participant's Compensation. For any
Plan Year beginning prior to January 1, 1989, this $200,000 limitation (but not
the family aggregation requirement described in the next paragraph) applies
only if the Plan is top heavy for such Plan Year or operates as a deemed top
heavy plan for such Plan Year.

(2) APPLICATION OF COMPENSATION LIMITATION TO CERTAIN FAMILY MEMBERS.
The $200,000 Compensation limitation applies to the combined Compensation of
the Employee and of any family member aggregated with the Employee under
Section 1.09 who is either (i) the Employee's spouse; or (ii) the Employee's
lineal descendant under the age of 19. If, for a Plan Year, the combined
Compensation of the Employee and such family members who are Participants
entitled to an allocation for that Plan Year exceeds the $200,000 (or adjusted)
limitation, "Compensation" for each such Participant, for purposes of the
contribution and allocation provisions of Article III, means his Adjusted
Compensation. Adjusted Compensation is the amount which bears the same ratio to
the $200,000 (or adjusted) limitation as the affected Participants'
Compensation (without regard to the $200,000 Compensation limitation) bears to
the combined Compensation of all the affected Participants in the family unit.
If the Plan uses permitted disparity, the Advisory Committee must determine the
integration level of each affected family member Participant prior to the
proration of the $200,000 Compensation limitation, but the combined integration
level of the affected Participants may not exceed $200,000 (or the adjusted
limitation). The combined Excess Compensation of the affected Participants in
the family unit may not exceed $200,000 (or the adjusted limitation) minus the
affected Participants" combined integration level (as determined under the
preceding sentence). If the combined Excess Compensation exceeds this
limitation, the Advisory Committee will prorate the Excess Compensation
limitation among the affected Participants in the family unit in proportion to
each such individual's Adjusted Compensation minus his integration level. If
the Employer's Plan is a Nonstandardized Plan, the Employer may elect to use a
different method in determining the Adjusted Compensation of the affected
Participants by specifying that method in an addendum to the Adoption
Agreement, numbered Section 1.12.

(B) NONDISCRIMINATION. For purposes of determining whether the Plan
discriminates in favor of Highly Compensated Employees, Compensation means
Compensation as defined in this Section 1.12, except: (1) the Employer may
elect to include or to exclude elective contributions, irrespective of the
Employer's election in its Adoption Agreement regarding elective contributions;
and (2) the Employer will not give effect to any elections made in the
"modifications to Compensation definition" section

1.05

<PAGE> 15

of Adoption Agreement Section 1.12. The Employer's election described in clause
(1) must be consistent and uniform with respect to all Employees and all Plans
of the Employer for any particular Plan Year. If the Employer's Plan is a
Nonstandardized Plan, the Employer, irrespective of clause (2), may elect to
exclude from this nondiscrimination definition of Compensation any items of
Compensation excludible under Code Section 414(s) and the applicable Treasury
regulations, provided such adjusted definition conform to the nondiscrimination
requirements of those regulations.

1.13 "Earned Income" means net earnings from self-employment in the
trade or business with respect to which the Employer has established the Plan,
provided personal services of the individual are a material income producing
factor. The Advisory Committee will determine net earnings without regard to
items excluded from gross income and the deductions allocable to those items.
The Advisory Committee will determine net earnings after the deduction allowed
to the Self-Employed Individual for all contributions made by the Employer to a
qualified plan and, for Plan Years beginning after December 31, 1989, the
deduction allowed to the Self-Employed under Code Section 164(f) for
self-employment taxes.

1.14 "Account" means the separate account(s) which the Advisory
Committee or the Trustee maintains for a Participant under the Employer's Plan.

1.15 "Accrued Benefit" means the amount standing in a Participant's
Account(s) as of any date derived from both Employer contributions and Employee
contributions, if any.

1.16 Nonforfeitable" means a Participant's or Beneficiary's
unconditional claim, legally enforceable against the Plan, to the Participant's
Accrued Benefit.

1.17 "Plan Year" means the fiscal year of the Plan, the consecutive
month period specified in the Employer's Adoption Agreement. The Employer's
Adoption Agreement also must specify the "Limitation Year" applicable to the
limitations on allocations described in Article III. If the Employer maintains
Paired Plans, each Plan must have the same Plan Year.

1.18 "Effective Date" of this Plan is the date specified in the
Employer's Adoption Agreement.

1.19 "Plan Entry Date" means the date(s) specified in Section 2.01 of
the Employer's Adoption Agreement.

1.20 "Accounting Date" is the last day of an Employer's Plan Year.
Unless otherwise specified in the Plan, the Advisory Committee will make all
Plan allocations for a particular Plan Year as of the Accounting Date of that
Plan Year.

1.21 "Trust" means the separate Trust created under the Employer's
Plan.

1.06

<PAGE> 16

1.22 "Trust Fund" means all property of every kind held or acquired by
the Employer's Plan, other than incidental benefit insurance contracts.

1.23 "Nontransferable Annuity" means an annuity which by its terms
provides that it may not be sold, assigned, discounted, pledged as collateral
for a loan or security for the performance of an obligation or for any purpose
to any person other than the insurance company. If the Plan distributes an
annuity contract, the contract must be a Nontransferable Annuity.

1.24 "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.

1.25 "Code" means the Internal Revenue Code of 1986, as amended.

1.26 "Service" means any period of time the Employee is in the employ
of the Employer, including any period the Employee is on an unpaid leave of
absence authorized by the Employer under a uniform, nondiscriminatory policy
applicable to all Employees. "Separation from Service" means the Employee no
longer has an employment relationship with the Employer maintaining this Plan.

1.27 "Hour of Service" means:

(a) Each Hour of Service for which the Employer, either
directly or indirectly, pays an Employee, or for which the Employee is
entitled to payment, for the performance of duties. The Advisory
Committee credits Hours of Service under this paragraph (a) to the
Employee for the computation period in which the Employee performs the
duties, irrespective of when paid;

(b) Each Hour of Service for back pay, irrespective of
mitigation of damages, to which the Employer has agreed or for which
the Employee has received an award. The Advisory Committee credits
Hours of Service under this paragraph (b) to the Employee for the
computation period(s) to which the award or the agreement pertains
rather than for the computation period in which the award, agreement
or payment is made; and

(c) Each Hour of Service for which the Employer, either
directly or indirectly, pays an Employee, or for which the Employee is
entitled to payment (irrespective of whether the employment
relationship is terminated), for reasons other than for the
performance of duties during a computation period, such as leave of
absence, vacation, holiday, sick leave, illness, incapacity (including
disability), layoff, jury duty or military duty. The Advisory
Committee will credit no more than 501 Hours of Service under this
paragraph (c) to an Employee on account of any single continuous
period during which the Employee does not perform any duties (whether
or not such period occurs during a single computation period). The
Advisory Committee credits Hours of Service under this paragraph (c)
in accordance with the rules of paragraphs (b) and (c) of Labor Reg.
Section 2530.200b-2, which the Plan, by this reference, specifically
incorporates in full within this paragraph (c).

1.07

<PAGE> 17

The Advisory Committee will not credit an Hour of Service under more
than one of the above paragraphs. A computation period for purposes of this
Section 1.27 is the Plan Year, Year of Service period, Break in Service period
or other period, as determined under the Plan provision for which the Advisory
Committee is measuring an Employee's Hours of Service. The Advisory Committee
will resolve any ambiguity with respect to the crediting of an Hour of Service
in favor of the Employee.

(A) METHOD OF CREDITING HOURS OF SERVICE. The Employer must elect in its
Adoption Agreement the method the Advisory Committee will use in crediting an
Employee with Hours of Service. For purposes of the Plan, "actual" method means
the determination of Hours of Service from records of hours worked and hours
for which the Employer makes payment or for which payment is due from the
Employer. If the Employer elects to apply an "equivalency" method, for each
equivalency period for which the Advisory Committee would credit the Employee
with at least one Hour of Service, the Advisory Committee will credit the
Employee with: (i) 10 Hours of Service for a daily equivalency; (ii) 45 Hours
of Service for a weekly equivalency; (iii) 95 Hours of Service for a
semimonthly payroll period equivalency; and (iv) 190 Hours of Service for a
monthly equivalency.

(B) MATERNITY/PATERNITY LEAVE. Solely for purposes of determining whether the
Employee incurs a Break in Service under any provision of this Plan, the
Advisory Committee must credit Hours of Service during an Employee's unpaid
absence period due to maternity or paternity leave. The Advisory Committee
considers an Employee on maternity or paternity leave if the Employee's absence
is due to the Employee's pregnancy, the birth of the Employee's child, the
placement with the Employee of an adopted child, or the Care of the Employee's
child immediately following the child's birth or placement. The Advisory
Committee credits Hours of Service under this paragraph on the basis of the
number of Hours of Service the Employee would receive if he were paid during
the absence period or, if the Advisory Committee cannot determine the number of
Hours of Service the Employee would receive, on the basis of 8 hours per day
during the absence period. The Advisory Committee will credit only the number
(not exceeding 501) of Hours of Service necessary to prevent an Employee's
Break in Service. The Advisory Committee credits all Hours of Service described
in this paragraph to the computation period in which the absence period begins
or, if the Employee does not need these Hours of Service to prevent a Break in
Service in the computation period in which his absence period begins, the
Advisory Committee credits these Hours of Service to the immediately following
computation period.

1.28 "Disability" means the Participant, because of a physical or
mental disability, will be unable to perform the duties of his customary
position of employment (or is unable to engage in any substantial gainful
activity) for an indefinite period which the Advisory Committee considers will
be of long continued duration. A Participant also is disabled if he incurs the
permanent loss or loss of use of a member or function of the body, or is
permanently disfigured, and incurs a Separation from Service. The Plan
considers a Participant disabled on the date the Advisory Committee determines
the Participant satisfies the definition of disability. The Advisory Committee
may require a Participant to submit to a physical examination in order to
confirm disability. The Advisory Committee will apply the provisions of this
Section 1.28 in a nondiscriminatory, consistent and uniform manner. If the

1.08

<PAGE> 18

Employer's Plan is a Nonstandardized Plan, the Employer may provide an
alternate definition of disability in an addendum to its Adoption Agreement,
numbered Section 1.28.

1.29 SERVICE FOR PREDECESSOR EMPLOYER. If the Employer maintains the
plan of a predecessor employer, the Plan treats service of the Employee with
the predecessor employer as service with the Employer. If the Employer does not
maintain the plan of a predecessor employer, the Plan does not credit service
with the predecessor employer, unless the Employer identifies the predecessor
in its Adoption Agreement and specifies the purposes for which the Plan will
credit service with that predecessor employer.

1.30 RELATED EMPLOYERS. A related group is a controlled group of
corporations (as defined in Code Section 414(b)), trades or businesses (whether
or not incorporated) which are under common control (as defined in Code Section
414(c)) or an affiliated service group (as defined in Code Section 414(m) or in
Code Section 414(o)). If the Employer is a member of a related group, the term
"Employer" includes the related group members for purposes of crediting Hours
of Service, determining Years of Service and Breaks in Service under Articles
II and V applying the Participation Test and the Coverage Test under Section
3.06(E), applying the limitations on allocations in Part 2 of Article III
applying the top heavy rules and the minimum allocation requirements of Article
III, the definitions of Employee, Highly Compensated Employee, Compensation and
Leased Employee, and for any other purpose required by the applicable Code
section or by a Plan provision. However, an Employer may contribute to the Plan
only by being a signatory to the Execution Page of the Adoption Agreement or to
a Participation Agreement to the Employer's Adoption Agreement. If one or more
of the Employer's related group members become Participating Employers by
executing a Participation Agreement to the Employer's Adoption Agreement, the
term "Employer" includes the participating related group members for all
purposes of the Plan, and "Plan Administrator" means the Employer that is the
signatory to the Execution Page of the Adoption Agreement.

If the Employer's Plan is a Standardized Plan, all Employees of the
Employer or of any member of the Employer's related group, are eligible to
participate in the Plan, irrespective of whether the related group member
directly employing the Employee is a Participating Employer. If the Employer's
Plan is a Nonstandardized plan, the Employer must specify in Section 1.07 of
its Adoption Agreement, whether the Employees of related group members that are
not Participating Employers are eligible to participate in the Plan. Under a
Nonstandardized Plan, the Employer may elect to exclude from the definition of
"Compensation" for allocation purposes any Compensation received from a related
employer that has not executed a Participation Agreement and whose Employees
are not eligible to participate in the Plan.

1.31 LEASED EMPLOYEES. The Plan treats a Leased Employee as an
Employee of the Employer. A Leased Employee is an individual (who otherwise is
not an Employee of the Employer) who, pursuant to a leasing agreement between
the Employer and any other person, has Performed services for the Employer (or
for the Employer and any persons related to the Employer within the meaning of
Code Section 144(a)(3)) on a substantially full time basis for at least one
year and who performs services historically performed by employees in the
Employer's business field. If a Leased Employee

1.09

<PAGE> 19

is treated as an Employee by reason of this Section 1.31 of the Plan,
"Compensation" includes Compensation from the leasing organization which is
attributable to services performed for the Employer.

(A) SAFE HARBOR PLAN EXCEPTION. The Plan does not treat a Leased Employee as an
Employee if the leasing, organization covers the employee in a safe harbor plan
and, prior to application of this safe harbor plan exception, 20% or less of
the Employer's Employees (other than Highly Compensated Employees) are Leased
Employees. A safe harbor plan is a money purchase pension plan providing
immediate participation, full and immediate vesting, and a nonintegrated
contribution formula equal to at least 10% of the employee's compensation
without regard to employment by the leasing organization on a specified date.
The safe harbor plan must determine the 10% contribution on the basis of
compensation as defined in Code Section 415(c)(3) plus elective contributions
(as defined in Section 1.12).

(B) OTHER REQUIREMENTS. The Advisory Committee must apply this Section 1.31 in
a manner consistent with Code Sections 414(n) and 414(o) and the regulations
issued under those Code sections. The Employer must specify in the Adoption
Agreement the manner in which the Plan will determine the allocation of
Employer Contributions and Participant forfeitures on behalf of a Participant
if the Participant is a Leased Employee Covered by a plan maintained by the
leasing organization.

1.32 SPECIAL RULES FOR OWNER-EMPLOYEES. The following special
provisions and restrictions apply to Owner-Employees:

(a) If the Plan provides contributions or benefits for an
Owner-Employee or for a group of Owner-Employees who controls the
trade or business with respect to which this Plan is established and
the Owner-Employee or Owner-Employees also control as Owner-Employees
one or more other trades or businesses, plans must exist or be
established with respect to all the controlled trades or businesses so
that when the plans are combined they form a single plan which
satisfies the requirements of Code Section 401 (a) and Code Section
401(d) with respect to the employees of the controlled trades or
businesses.

(b) The Plan excludes an Owner-Employee or group of
Owner-Employees if the Owner-Employee or a group of Owner-Employees
controls any other trade or business, unless the employees of the
other controlled trade or business participate in a plan which
satisfies the requirements of Code Section 401(a) and Code Section
401(d). The other qualified plan must provide contributions and
benefits which are not less favorable than the contributions and
benefits provided for the Owner-Employee or group of Owner-Employees
under this Plan, or if an Owner-Employee is covered under another
qualified plan as an Owner-Employee, then the plan established with
respect to the trade or business he does control must provide
contributions or benefits as favorable as those provided under the
most favorable plan of the trade or business he does not control. If
the exclusion of this paragraph (b) applies and the Employer's Plan is
a Standardized Plan, the Employer may not participate or continue to

1.10

<PAGE> 20

participate in this Prototype Plan and the Employer's Plan becomes an
individually-designed plan for purposes of Qualification reliance.

(c) For purposes of paragraphs (a) and (b) of this Section 1.32,
an Owner-Employee or group of Owner-Employees controls a trade or
business if the Owner-Employee or Owner-Employees together (1) own the
entire interest in an unincorporated trade or business, or (2) in the
case of a partnership, own more than 50% of either the capital
interest or the profits interest in the partnership.

1.33 DETERMINATION OF TOP HEAVY STATUS. If this Plan is the only
qualified plan maintained by the Employer, the Plan is top heavy for a Plan
Year if the top heavy ratio as of the Determination Date exceeds 60%. The top
heavy ratio is a fraction, the numerator of which is the sum of the present
value of Accrued Benefits of all Key Employees as of the Determination Date and
the denominator of which is a similar sum determined for all Employees. The
Advisory Committee must include in the top heavy ratio, as part of the present
value of Accrued Benefits, any contribution not made as of the Determination
Date but includible under Code Section 416 and the applicable Treasury
regulations, and distributions made within the Determination Period. The
Advisory Committee must calculate the top heavy ratio by disregarding the
Accrued Benefit (and distributions, if any, of the Accrued Benefit) of any
Non-Key Employee who was formerly a Key Employee, and by disregarding the
Accrued Benefit (including distributions, if any, of the Accrued Benefit) of an
individual who has not received credit for at least one Hour of Service with
the Employer during the Determination Period. The Advisory Committee must
calculate the top heavy ratio, including the extent to which it must take into
account distributions, rollovers and transfers, in accordance with Code Section
416 and the regulations under that Code section.

If the Employer maintains other qualified plans (including a
simplified employee pension plan), or maintained another such plan which now is
terminated, this Plan is top heavy only if it is part of the Required
Aggregation Group, and the top heavy ratio for the Required Aggregation Group
and for the Permissive Aggregation Group, if any, each exceeds 60%. The
Advisory Committee will calculate the top heavy ratio in the same manner as
required by the first paragraph of this Section 1.33, taking into account all
plans within the Aggregation Group. To the extent the Advisory Committee must
take into account distributions to a Participant, the Advisory Committee must
include distributions from a terminated plan which would have been part of the
Required Aggregation Group if it were in existence on the Determination Date.
The Advisory Committee will calculate the present value of accrued benefits
under defined benefit plans or simplified employee pension plans included
within the group in accordance with the terms of those plans, Code Section 416
and the regulations under that Code section. If a Participant in a defined
benefit plan is a Non-Key Employee, the Advisory Committee will determine his
accrued benefit under the accrual method, if any, which is applicable uniformly
to all defined benefit plans maintained by the Employer or, if there is no
uniform method, in accordance with the slowest accrual rate permitted under the
fractional rule accrual method described in Code Section 411(b)(1)(C). If the
Employer maintains a defined benefit plan, the Employer must specify in
Adoption Agreement Section 3.18 the actuarial assumptions (interest and
mortality only) the Advisory Committee will use to calculate the present value
of benefits from a

1.11

<PAGE> 21

defined benefit plan. If an aggregated plan does not have a valuation date
coinciding with the Determination Date, the Advisory Committee must value the
Accrued Benefits in the aggregated plan as of the most recent valuation date
falling within the twelve-month period ending on the Determination Date, except
as Code Section 416 and applicable Treasury regulations require for the first
and second plan year of a defined benefit plan. The Advisory Committee will
calculate the top heavy ratio with reference to the Determination Dates that
fall within the same calendar year.

(A) STANDARDIZED PLAN. If the Employer's Plan is a Standardized Plan, the
Plan operates as a deemed top heavy plan in all Plan Years, except, if the
Standardized Plan includes a Code Section 401(k) arrangement, the Employer may
elect to apply the top heavy requirements only in Plan Years for which the Plan
actually is top heavy. Under a deemed top heavy plan, the Advisory Committee
need not determine whether the Plan actually is top heavy. However, if the
Employer, in Adoption Agreement Section 3.18, elects to override the 100%
limitation, the Advisory Committee will need to determine whether a deemed top
heavy Plan's top heavy ratio for a Plan Year exceeds 90%.

(B) DEFINITIONS. For purposes of applying the provisions of this Section
1.33:

(1) "Key Employee" means, as of any Determination Date, any Employee
or former Employee (or Beneficiary of such Employee) who, for any Plan
Year in the Determination Period: (i) has Compensation in excess of
50% of the dollar amount prescribed in Code Section 415(b)(1)(A)
(relating to defined benefit plans) and is an officer of the Employer;
(ii) has Compensation in excess of the dollar amount prescribed in
Code Section 415(c)(1)(A) (relating to defined contribution plans) and
is one of the Employees owning the ten largest interests in the
Employer; (iii) is a more than 5% owner of the Employer; or (iv) is a
more than 1% owner of the Employer and has Compensation of more than
$150,000. The constructive ownership rules of Code Section 318 (or the
principles of that section, in the case of an unincorporated
Employer,) will apply to determine ownership in the Employer. The
number of officers taken into account under clause (i) will not exceed
the greater of 3 or 10% of the total number (after application of the
Code Section 414(q) exclusions) of Employees, but no more than 50
officers. The Advisory Committee will make the determination of who is
a Key Employee in accordance with Code Section 416(i)(1) and the
regulations under that Code section.

(2) "Non-Key Employee" is an employee who does not meet the definition
of Key Employee.

(3) "Compensation" means Compensation as determined under Section 1.09
for purposes of identifying Highly Compensated Employees.

(4) "Required Aggregation Group" means: (i) each qualified plan of the
Employer in which at least one Key Employee participates at any time
during the Determination Period; and (ii) any other qualified plan of
the Employer which enables a plan described in clause (i) to meet the
requirements of Code Section 401(a)(4) or of Code Section 410.

1.12

<PAGE> 22

(5) "Permissive Aggregation Group" is the Required Aggregation Group
plus any other qualified plans maintained by the Employer, but only if
such group would satisfy in the aggregate the requirements of Code
Section 401(a)(4) and of Code Section 410. The Advisory Committee will
determine the Permissive Aggregation Group.

(6) "Employer" means the Employer that adopts this Plan and any
related employers described in Section 1.30.

(7) "Determination Date" for any Plan Year is the Accounting Date of
the preceding Plan Year or, in the case of the first Plan Year of the
Plan, the Accounting Date of that Plan Year. The "Determination
Period" is the 5 year period ending on the Determination Date.

1.34 "Paired Plans" means the Employer has adopted two Standardized
Plan Adoption Agreements with this Prototype Plan, one Adoption Agreement being
a Paired Profit Sharing Plan and one Adoption Agreement being a Pair Pension
Plan. A Paired Profit Sharing Plan may include Code Section 401(k) arrangement.
A Paired Pension Plan must be a money purchase pension plan or a target benefit
pension plan. Paired Plans must be the subject of a favorable opinion letter
issued by the National Office of the Internal Revenue Service. This Prototype
Plan does not pair any of its Standardized Plan Adoption Agreements with
Standardized Plan Adoption Agreements under a defined benefit prototype plan.

* * * * * * * * * * * * * * * *

1.13

<PAGE> 23

ARTICLE II
EMPLOYEE PARTICIPANTS

2.01 ELIGIBILITY. Each Employee becomes a Participant in the Plan in
accordance with the Participation option selected by the Employer in its
Adoption Agreement. If this Plan is a restated Plan, each Employee who was a
Participant in the Plan on the day before the Effective Date continues as a
Participant in the Plan, irrespective of whether he satisfies the participation
conditions in the restated Plan, unless otherwise provided in the Employer's
Adoption Agreement.

2.02 YEAR OF SERVICE - PARTICIPATION. For purposes of an Employee's
participation in the Plan under Adoption Agreement Section 2.01, the Plan takes
into account all of his Years of Service with the Employer, except as provided
in Section 2.03. "Year of Service" means an eligibility computation period
during which the Employee completes not less than the number of Hours of
Service specified in the Employer's Adoption Agreement. The initial eligibility
computation period is the first 12 consecutive month period measured from the
Employment Commencement Date. The Plan measures succeeding eligibility
computation periods in accordance with the option selected by the Employer in
its Adoption Agreement. If the Employer elects to measure subsequent periods on
a Plan Year basis, an Employee who receives credit for the required number of
Hours of Service during the initial eligibility computation period and during
the first applicable Plan Year will receive credit for two Years of Service
under Article II. "Employment Commencement Date" means the date on which the
Employee first performs an Hour of Service for the Employer. If the Employer
elects a service condition under Adoption Agreement Section 2.01 based on
months, the Plan does not apply any Hour of Service requirement after the
completion o the first Hour of Service.

2.03 BREAK IN SERVICE - PARTICIPATION. An Employee incurs a "Break in
Service" if during any 12 consecutive month period he does not complete more
than 500 Hours of Service with the Employer. The "12 consecutive month period"
under this Section 2.03 is the same 12 consecutive month period for which the
Plan measures "Years of Service" under section 2.02.

(A) 2-YEAR ELIGIBILITY. If the Employer elects a 2 years of service condition
for eligibility purposes under Adoption Agreement Section 2.01, the Plan treats
an Employee who incurs a one year Break in Service and who has never become a
Participant as a new Employee on the date he first performs an Hour of Service
for the Employer after the Break in Service.

(B) SUSPENSION OF YEARS OF SERVICE. The Employer must elect in its Adoption
Agreement whether a Participant will incur a suspension of Years of Service
after incurring a one year Break in Service. If this rule applies under the
Employer's Plan, the Plan disregards a Participant's Years of Service (as
defined in Section 2.02) earned prior to a Break in Service until the
Participant completes another Year of Service and the Plan suspends the
Participant's participation in the Plan. If the Participant completes a Year of
Service following, his Break in Service, the Plan restores that Participant's
pre-Break Years of Service (and the Participant resumes active participation in
the Plan) retroactively to the first day of the computation period in which the
Participant earns the first

2.01

<PAGE> 24

post-Break Year of Service. The initial computation period under this Section
2.03(B) is the 12 consecutive month period measured from the date the
Participant first receives credit for an Hour of Service following the one year
Break in Service period. The Plan measures any subsequent periods, if
necessary, in a manner consistent with the computation period selection in
Adoption Agreement Section 2.02. This Section 2.03(B) does not affect a
Participant's vesting credit under Article V, and during a suspension period,
the Participant's Account continues to share fully in Trust Fund allocations
under Section 9.11. Furthermore, this Section 2.03(B) will not result in the
restoration of any Year of Service disregarded under the Break in Service rule
of Section 2.03(A).

2.04 PARTICIPATION UPON RE-EMPLOYMENT. A Participant whose employment
with the Employer terminates will re-enter the Plan as a Participant on the
date of his re-employment, subject to the Break in Service rule, if applicable,
under Section 2.03(B). An Employee who satisfies the Plan's eligibility
conditions but who terminates employment with the Employer prior to becoming a
Participant will become a Participant on the later of the Plan Entry Date on
which he would have entered the Plan had he not terminated employment or the
date of his re-employment, subject to the Break in Service rule, if applicable,
under Section 2.03(B). Any Employee who terminates employment prior to
satisfying the Plan's eligibility conditions becomes a Participant in
accordance with Adoption Agreement Section 2.01.

2.05 CHANGE IN EMPLOYEE STATUS. If a Participant has not incurred a
Separation from Service but ceases to be eligible to participate in the Plan,
by reason of employment within an employment classification excluded by the
Employer under Adoption Agreement Section 1.07, the Advisory Committee must
treat the Participant as an Excluded Employee during the period such a
Participant is subject to the Adoption Agreement exclusion. The Advisory
Committee determines a Participant's sharing in the allocation of Employer
contributions and Participant forfeitures, if applicable, by disregarding his
Compensation paid by the Employer for services rendered in his capacity as an
Excluded Employee. However, during such period of exclusion, the Participant,
without regard to employment classification, continues to receive credit for
vesting under Article V for each included Year of Service and the Participant's
Account continues to share fully in Trust Fund allocations under Section 9.11.

If an Excluded Employee who is not a Participant becomes eligible to
participate in the Plan by reason of a change in employment classification, he
will participate in the Plan immediately if he has satisfied the eligibility
conditions of Section 2.01 and would have been a Participant had he not been an
Excluded Employee during his period of Service. Furthermore, the Plan takes
into account all of the Participant's included Years of Service with the
Employer as an Excluded Employee for purposes of vesting credit under Article
V.

2.06 ELECTION NOT TO PARTICIPATE. If the Employer's Plan is a
Standardized Plan, the Plan does not permit an otherwise eligible Employee nor
any Participant to elect not to participate in the Plan. If the Employer's Plan
is a Nonstandardized Plan, the Employer must specify in its Adoption Agreement
whether an Employee eligible to participate, or any present Participant,
may elect not to participate in the Plan. For an election to be effective for a
particular Plan Year, the

2.02

<PAGE> 25
Employee or Participant must file the election in writing with the Plan
Administrator not later than the time specified in the Employer's Adoption
Agreement. The Employer may not make a contribution under the Plan for the
Employee or for the Participant for the Plan Year for which the election is
effective, nor for any succeeding Plan Year, unless the Employee or Participant
re-elects to participate in the Plan. After an Employee's or Participant's
election not to participate has been effective for at least the minimum period
prescribed by the Employer's Adoption Agreement, the Employee or Participant
may re-elect to participate in the Plan for any Plan Year and subsequent Plan
Years. An Employee or Participant may re-elect to participate in the Plan by
filing his election in writing with the Plan Administrator not later than the
time specified in the Employer's Adoption Agreement. An Employee or Participant
who re-elects to participate may again elect not to participate only as
permitted in the Employer's Adoption Agreement. If an Employee is a
Self-Employed Individual, the Employee's election (except as permitted by
Treasury regulations without creating a Code Section 401 (k) arrangement with
respect to that Self-Employed Individual) must be effective no later than the
date the Employee first would become a Participant in the Plan and the election
is irrevocable. The Plan Administrator must furnish an Employee or a
Participant any form required for purposes of an election under this Section
2.06. An election timely filed is effective for the entire Plan Year.

A Participant who elects not to participate may not receive a
distribution of his Accrued Benefit contributable either to Employer or to
Participant contributions except as provided under Article IV or under Article
VI. However, for each Plan Year for which a Participant's election not to
participate is effective, the Participant's Account, if any, continues to share
in Trust Fund allocations under Article IX. Furthermore, the Employee or the
Participant receives vesting credit under Article V for each included Year of
Service during the period the election not to participate is effective.

* * * * * * * * * * * * * * * *

2.03

<PAGE> 26

ARTICLE III
EMPLOYER CONTRIBUTIONS AND FORFEITURES

PART 1. AMOUNT OF EMPLOYER CONTRIBUTIONS AND PLAN ALLOCATIONS: SECTIONS 3.01
THROUGH 3.06

3.01 AMOUNT. For each Plan Year, the Employer contributes to the Trust
the amount determined by application of the contribution option selected by the
Employer in its Adoption Agreement. The Employer may not make a contribution to
the Trust for any Plan Year to the extent the contribution would exceed the
Participants' Maximum Permissible Amounts.

The Employer contributes to this Plan on the condition its
contribution is not due to a mistake of fact and the Revenue Service will not
disallow the deduction for its contribution. The Trustee, upon written request
from the Employer, must return to the Employer the amount of the Employer's
contribution made by the Employer by mistake of fact or the amount of the
Employer's contribution disallowed as a deduction under Code Section 404. The
Trustee will not return any portion of the Employer's contribution under the
provisions of this paragraph more than one year after:

(a) The Employer made the contribution by mistake of fact; or

(b) The disallowance of the contribution as a deduction, and then,
only to the extent of the disallowance.

The Trustee will not increase the amount of the Employer contribution
returnable under this Section 3.01 for any earnings attributable to the
contribution, but the Trustee will decrease the Employer contribution
returnable for any losses attributable to it. The Trustee may require the
Employer to furnish it whatever evidence the Trustee deems necessary to enable
the Trustee to confirm the amount the Employer has requested be returned is
properly returnable under ERISA.

3.02 DETERMINATION OF CONTRIBUTION. The Employer, from its records,
determines the amount of any contributions to be made by it to the Trust under
the terms of the Plan.

3.03 TIME OF PAYMENT OF CONTRIBUTION. The Employer may pay its
contribution for each Plan Year in one or more installments without interest.
The Employer must make its contribution to the Plan within the time prescribed
by the Code or applicable Treasury regulations. Subject to the consent of the
Trustee, the Employer may make its contribution in property rather than in
cash, provided the contribution of property is not a prohibited transaction
under the Code or under ERISA.

3.04 CONTRIBUTION ALLOCATION.

(A) METHOD OF ALLOCATION. The Employer must specify in its Adoption Agreement
the manner of allocating each annual Employer contribution to this Trust.

3.01

<PAGE> 27

(B) TOP HEAVY MINIMUM ALLOCATION. The Plan must comply with the provisions of
this Section 3.04(B), subject to the elections in the Employer's Adoption
Agreement.

(1) TOP HEAVY MINIMUM ALLOCATION UNDER STANDARDIZED PLAN. Subject to
the Employer's election under Section 3.04(B)(3), the top heavy minimum
allocation requirement applies to a Standardized Plan for each Plan Year,
irrespective of whether the Plan is top heavy.

(a) Each Participant employed by the Employer on the last day
of the Plan Year will receive a top heavy minimum allocation for that
Plan Year. The Employer may elect in Section 3.04 of its Adoption
Agreement to apply this paragraph (a) only to a Participant who is a
Non-Key Employee.

(b) Subject to any overriding elections in Section 3.18 of
the Employer's Adoption Agreement, the top heavy minimum allocation is
the lesser of 3% of the Participant's Compensation for the Plan Year
or the highest contribution rate for the Plan Year made on behalf of
any Participant for the Plan Year. However, if the Employee
participates in Paired Plans, the top heavy minimum allocation is 3%
of his Compensation. If, under Adoption Agreement Section 3.04, the
Employer elects to apply paragraph (a) only to a Participant who is a
Non-Key Employee, the Advisory Committee will determine the "highest
contribution rate" described in the First sentence of this paragraph
(b) by reference only to the contribution rates of Participants who
are Key Employees for the Plan Year.

(2) TOP HEAVY MINIMUM ALLOCATION UNDER NONSTANDARDIZED PLAN. The top
heavy minimum allocation requirement applies to a Nonstandardized Plan only in
Plan Years for which the Plan is top heavy. Except as provided in the
Employer's Adoption Agreement, if the Plan is top heavy in any Plan Year:

(a) Each Non-Key Employee who is a Participant and is
employed by the Employer on the last day of the Plan Year will receive
a top heavy minimum allocation for that Plan Year, irrespective of
whether he satisfies the Hours of Service condition under Section 3.06
of the Employer's Adoption Agreement; and

(b) The top heavy minimum allocation is the lesser of 3% of
the Non-Key Employee's Compensation for the Plan Year or the highest
contribution rate for the Plan Year made on behalf of any Key
Employee. However, if a defined benefit plan maintained by the
Employer which benefits a Key Employee depends on this Plan to satisfy
the antidiscrimination rules of Code Section 401(a)(4) or the coverage
rules of Code Section 410 (or another plan benefiting the Key Employee
so depends on such defined benefit plan), the top heavy minimum
allocation is 3% of the Non-Key Employee's Compensation regardless of
the contribution rate for the Key Employees.

3.02

<PAGE> 28

(3) SPECIAL ELECTION FOR STANDARDIZED CODE Section 401(K) PLAN. If the
Employer's Plan is a Standardized Code Section 401 (k) Plan, the Employer may
elect in Adoption Agreement Section 3.04 to apply the top heavy minimum
allocation requirements of Section 3.04(B)(1) only for Plan Years in which the
Plan actually is a top heavy plan.

(4) SPECIAL DEFINITIONS. For purposes of this Section 3.04(B), the
term "Participant" includes any Employee otherwise eligible to participate in
the Plan but who is not a Participant because of his Compensation level or
because of his failure to make elective deferrals under a Code Section 401(k)
arrangement or because of his failure to make mandatory contributions. For
purposes of subparagraph (1)(b) or (2)(b), "Compensation" means Compensation as
defined in Section 1.12, except Compensation does not include elective
contributions, irrespective of whether the Employer has elected to include
these amounts in Section 1.12 of its Adoption Agreement, any exclusion selected
in Section 1.12 of the Adoption Agreement (other than the exclusion of elective
contributions) does not apply, and any modification to the definition of
Compensation in Section 3.06 does not apply.

(5) DETERMINING CONTRIBUTION RATES. For purposes of this Section
3.04(B), a Participant's contribution rate is the sum of all Employer
contributions (not including Employer contributions to Social Security) and
forfeitures allocated to the Participant's Account for the Plan Year divided by
his Compensation for the entire Plan Year. However, for purposes of satisfying
a Participant's top heavy minimum allocation in Plan Years beginning after
December 31, 1988, the Participant's contribution rate does not include any
elective contributions under a Code Section 401(k) arrangement nor any Employer
matching contributions allocated on the basis of those elective contributions
or on the basis of employee contributions, except a Nonstandardized Plan may
include in the contribution rate any matching contributions not necessary to
satisfy the nondiscrimination requirements of Code Section 401(k) or of Code
Section 401(m).

If the Employee is a Participant in Paired Plans, the Advisory
Committee will consider the Paired Plans as a single Plan to determine a
Participant's contribution rate and to determine whether the Plans satisfy this
top heavy minimum allocation requirement. To determine a Participant's
contribution rate under a Nonstandardized Plan, the Advisory Committee must
treat all qualified top heavy defined contribution plans maintained by the
Employer (or by any related Employers described in Section 1.30) as a single
plan.

(6) NO ALLOCATIONS. If, for a Plan Year, there are no allocations of
Employer contributions or forfeitures for any Participant (for purposes of
Section 3.04 (B)(1)(b)) or for any Key Employee (for purposes of Section
3.04(B)(2)(b)), the Plan does not require any top heavy minimum allocation for
the Plan Year, unless a top heavy minimum allocation applies because of the
maintenance by the Employer of more than one plan.

(7) ELECTION OF METHOD. The Employer must specify in its Adoption
Agreement the manner in which the Plan will satisfy the top heavy minimum
allocation requirement.

3.03

<PAGE> 29

(a) If the Employer elects to make any necessary additional
contribution to this Plan, the Advisory Committee First will allocate
the Employer contributions (and Participant forfeitures if any) for
the Plan Year in accordance with the provisions of Adoption Agreement
Section 3.04. The Employer then will contribute an additional amount
for the Account of any Participant entitled under this Section 3.04(B)
to a top heavy minimum allocation and whose contribution rate for the
Plan Year, under this Plan and any other plan aggregated under
paragraph (5), is less than the top heavy minimum allocation. The
additional amount is the amount necessary to increase the
Participant's contribution rate to the top heavy minimum allocation.
The Advisory Committee will allocate the additional contribution to
the Account of the Participant on whose behalf the Employer makes the
contribution.

(b) If the Employer elects to guarantee the top heavy minimum
allocation under another plan, this Plan does not provide the top
heavy minimum allocation and the Advisory Committee will allocate the
annual Employer contributions (and Participant forfeitures) under the
Plan solely in accordance with the allocation method selected under
Adoption Agreement Section 3.04.

3.05 FORFEITURE ALLOCATION. The amount of a Participant's Accrued
Benefit forfeited under the Plan is a Participant forfeiture. The Advisory
Committee will allocate Participant forfeitures in the manner specified by the
Employer in its Adoption Agreement. The Advisory Committee win continue to hold
the undistributed, non-vested portion of a terminated Participant's Accrued
Benefit in his Account solely for his benefit until a forfeiture occurs at the
time specified in Section 5.09 or if applicable, until the time specified in
Section 9.14. Except as provided under Section 5.04, a Participant will not
share in the allocation of a forfeiture of any portion of his Accrued Benefit.

3.06 ACCRUAL OF BENEFIT. The Advisory Committee will determine the
accrual of benefit (Employer contributions and Participant forfeitures) on the
basis of the Plan Year in accordance with the Employer's elections in its
Adoption Agreement

(A) COMPENSATION TAKEN INTO ACCOUNT. The Employer must specify in its Adoption
Agreement the Compensation the Advisory Committee is to take into account in
allocating an Employer contribution to a Participant's Account for the Plan
Year in which the Employee first becomes a Participant. For all other Plan
Years, the Advisory Committee will take into account only the Compensation
determined for the portion of the Plan Year in which the Employee actually is a
Participant. The Advisory Committee must take into account the Employee's
entire Compensation for the Plan Year to determine whether the Plan satisfies
the top heavy minimum allocation requirement of Section 3.04(B). The Employer,
in an addendum to its Adoption Agreement numbered 3.06(A), may elect to measure
Compensation for the Plan Year for allocation purposes on the basis of a
specified period other than the Plan Year.

(B) HOURS OF SERVICE REQUIREMENT. Subject to the applicable minimum allocation
requirement of Section 3.04, the Advisory Committee will not allocate any
portion of an Employer contribution

3.04

<PAGE> 30

for a plan year to any Participant's Account if the Participant does not
complete the applicable minimum Hours of Service requirement specified in the
Employer's Adoption Agreement.

(C) EMPLOYMENT REQUIREMENT. If the Employer's Plan is a Standardized Plan, a
Participant who, during a particular Plan Year, completes the accrual
requirements of Adoption Agreement Section 3.06 will share in the allocation of
Employer contributions for that Plan Year without regard to whether he is
employed by the Employer on the Accounting Date of that Plan Year. If the
Employer's Plan is a Nonstandardized Plan, the Employer must specify in its
Adoption Agreement whether the Participant will accrue a benefit if he is not
employed by the Employer on the Accounting Date of the Plan Year. If the
Employer's Plan is a money purchase plan or a target benefit plan, whether
Nonstandardized or Standardized, the Plan conditions benefit accrual on
employment with the Employer on the last day of the Plan Year for the Plan Year
in which the Employer terminates the Plan.

(D) OTHER REQUIREMENTS. If the Employer's Adoption Agreement includes options
for other requirements affecting the Participant's accrual of benefits under
the Plan, the Advisory Committee will apply this Section 3.06 in accordance
with the Employer's Adoption Agreement selections.

(E) SUSPENSION OF ACCRUAL REQUIREMENTS UNDER NONSTANDARDIZED PLAN. If the
Employer's Plan is a Nonstandardized Plan, the Employer may elect in its
Adoption Agreement to suspend the accrual requirements elected under Adoption
Agreement Section 3.06 if, for any Plan Year beginning after December 31, 1989,
the Plan fails to satisfy the Participation Test or the Coverage Test. A Plan
satisfies the Participation Test if, on each day of the Plan Year, the number
of Employees who benefit under the Plan is at least equal to the lesser of 50
or 40% of the total number of Includible Employees as of such day. A Plan
satisfies the Coverage Test if, on the last day of each quarter of the Plan
Year, the number of Nonhighly Compensated Employees who benefit under the Plan
is at least equal to 70% of the total number of Includible Nonhighly
Compensated Employees as of such day. "Includible" Employees are all Employees
other than: (1) those Employees excluded from participating in the Plan for the
entire Plan Year by reason of the collective bargaining unit exclusion or the
nonresident alien exclusion under Adoption Agreement Section 1.07 or by reason
of the participation requirements of Sections 2.01 and 2.03; and (2) any
Employee who incurs a Separation from Service during the Plan Year and fails to
complete at least 501 Hours of Service for the Plan Year. A "Nonhighly
Compensated Employee" is an Employee who is not a Highly Compensated Employee
and who is not a family member aggregated with a Highly Compensated Employee
pursuant to Section 1.09 of the Plan.

For purposes of the Participation Test and the Coverage Test, an
Employee is benefiting under the Plan on a particular date if, under Adoption
Agreement Section 3.04, he is entitled to an allocation for the Plan Year.
Under the Participation Test, when determining whether an Employee is entitled
to an allocation under Adoption Agreement Section 3.04, the Advisory Committee
will disregard any allocation required solely by reason of the top heavy
minimum allocation, unless the top heavy minimum allocation is the only
allocation made under the Plan for the Plan Year.

3.05

<PAGE> 31

If this Section 3.06(E) applies for a Plan Year, the Advisory
Committee will suspend the accrual requirements for the Includible Employees
who are Participants, beginning first with the Includible Employee(s) employed
with the Employer on the last day of the Plan Year, then the Includible
Employee(s) who have the latest Separation from Service during the Plan Year,
and continuing to suspend in descending order the accrual requirements for each
Includible Employee who incurred an earlier Separation from Service, from the
latest to the earliest Separation from Service date, until the Plan satisfies
both the Participation Test and the Coverage Test for the Plan Year. If two or
more Includible Employees have a Separation from Service on the same day, the
Advisory Committee will suspend the accrual requirements for all such
Includible Employees, irrespective of whether the Plan can satisfy the
Participation Test and the Coverage Test by accruing benefits for fewer than
all such Includible Employees. If the Plan suspends the accrual requirements
for an Includible Employee, that Employee will share in the allocation of
Employer contributions and Participant forfeitures, if any, without regard to
the number of Hours of Service he has earned for the Plan Year and without
regard to whether he is employed by the Employer on the last day of the Plan
Year. If the Employer's Plan includes Employer matching contributions subject
to Code Section 401(m), this suspension of accrual requirements applies
separately to the Code Section 401(m) portion of the Plan, and the Advisory
Committee will treat an Employee as benefiting under that portion of the Plan
if he is an Eligible Employee for purposes of the Code Section 401(m)
nondiscrimination test. The Employer may modify the operation of this Section
3.06(E) by electing appropriate modifications in Section 3.06 of its Adoption
Agreement.

PART 2. LIMITATIONS ON ALLOCATIONS: SECTIONS 3.07 THROUGH 3.19

[Note: Sections 3.07 through 3.10 apply only to Participants in this
Plan who do not participate, and who have never participated, in another
qualified plan or in a welfare benefit fund (as defined in Code Section 419(e))
maintained by the Employer.]

3.07 The amount of Annual Additions which the Advisory Committee may
allocate under this Plan on a Participant's behalf for a Limitation Year may
not exceed the Maximum Permissible Amount. If the amount the Employer otherwise
would contribute to the Participant's Account would cause the Annual Additions
for the Limitation Year to exceed the Maximum Permissible Amount, the Employer
will reduce the amount of its contribution so the Annual Additions for the
Limitation Year will equal the Maximum Permissible Amount. If an allocation of
Employer contributions, pursuant to Section 3.04, would result in an Excess
Amount (other than an Excess Amount resulting from the circumstances described
in Section 3.10) to the Participant's Account, the Advisory Committee will
reallocate the Excess Amount to the remaining Participants who are eligible for
an allocation of Employer contributions for the Plan Year in which which
Limitation Year ends. The Advisory Committee will make this reallocation on the
basis of the allocation method under the Plan as if the Participant whose
Account otherwise would receive the Excess Amount is not eligible for an
allocation of Employer contributions.

3.08 Prior to the determination of the Participant's actual
Compensation for a Limitation Year, the Advisory Committee may determine the
Maximum Permissible Amount on the basis of the

3.06

<PAGE> 32

Participant's estimated annual Compensation for such Limitation Year. The
Advisory Committee must make this determination on a reasonable and uniform
basis for all Participants similarly situated. The Advisory Committee must
reduce any Employer contributions (including any allocation of forfeitures)
based on estimated annual Compensation by any Excess Amounts carried over from
prior years.

3.09 As soon as is administratively feasible after the end of the
Limitation Year, the Advisory Committee will determine the Maximum Permissible
Amount for such Limitation Year on the basis of the Participant's actual
Compensation for such Limitation Year.

3.10 If, pursuant to Section 3.09, or because of the allocation of
forfeitures, there is an Excess Amount with respect to a Participant for a
Limitation Year, the Advisory Committee will dispose of such Excess Amount as
follows:

(a) The Advisory Committee will return any nondeductible
voluntary Employee contributions to the Participant to the extent the
return would reduce the Excess Amount.

(b) If, after the application of paragraph (a), an Excess
Amount still exists, and the Plan covers the Participant at the end of
the Limitation Year, then the Advisory Committee will use the Excess
Amount(s) to reduce future Employer contributions (including any
allocation of forfeitures) under the Plan for the next Limitation Year
and for each succeeding Limitation Year, as is necessary, for the
Participant. If the Employer's Plan is a profit sharing plan, the
Participant may elect to limit his Compensation for allocation
purposes to the extent necessary to reduce his allocation for the
Limitation Year to the Maximum Permissible Amount and eliminate the
Excess Amount.

(c) If, after the application of paragraph (a), an Excess
Amount still exists, and the Plan does not cover the Participant at
the end of the Limitation Year, then the Advisory Committee will hold
the Excess Amount unallocated in a suspense account. The Advisory
Committee will apply the suspense account to reduce Employer
Contributions (including allocation of forfeitures) for all remaining
Participants in the next Limitation Year, and in each succeeding
Limitation Year if necessary. Neither the Employer nor any Employee
may contribute to the Plan for any Limitation Year in which the Plan
is unable to allocate fully a suspense account maintained pursuant to
this paragraph (c).

(d) The Advisory Committee will not distribute any Excess
Amount(s) to Participants or to former Participants.

[Note: Sections 3.11 through 3.16 apply only to Participants who, in
addition to this Plan, participate in one or more plans (including Paired
Plans), all of which are qualified Master or Prototype defined contribution
plans or welfare benefit funds (as defined in Code Section 419(e)) maintained
by the Employer during the Limitation Year.]

3.07

<PAGE> 33

3.11 The amount of Annual Additions which the Advisory Committee may
allocate under this Plan on a Participant's behalf for a Limitation Year may
not exceed the Maximum Permissible Amount, reduced by the sum of any Annual
Additions allocated to the Participant's Accounts for the same Limitation Year
under this Plan and such other defined contribution plan. If the amount the
Employer otherwise would contribute to the Participant's Account under this
Plan would cause the Annual Additions for the contributions Limitation Year to
exceed this limitation, the Employer will reduce the amount of its contribution
so the Annual Additions under all such plans for the Limitation Year will equal
the Maximum Permissible Amount. If an allocation of Employer contributions,
pursuant to Section 3.04, would result in an Excess Amount (other than an
Excess Amount resulting from the circumstances described in Section 3.10) to
the Participant's Account, the Advisory Committee will reallocate the Excess
Amount to the remaining Participants who are eligible for an allocation of
Employer contributions for the Plan Year in which the Limitation Year ends. The
Advisory Committee will make this reallocation on the basis of the allocation
method under the Plan as if the Participant whose Account otherwise would
receive the Excess Amount is not eligible for an allocation of Employer
contributions.

3.12 Prior to the determination of the Participant's actual
Compensation for the Limitation Year, the Advisory Committee may determine the
amounts referred to in 3.11 above on the basis of the Participant's estimated
annual, Compensation for such Limitation Year. The Advisory Committee will make
this determination on a reasonable and uniform basis for all Participants
similarly situated. The Advisory Committee must reduce any Employer
contribution (including allocation of forfeitures) based on estimated annual
Compensation by any Excess Amounts carried over from prior years.

3.13 As soon as is administratively feasible after the end of the
Limitation Year, the Advisory Committee will determine the amounts referred to
in 3.11 on the basis of the Participant's actual Compensation for such
Limitation Year.

3.14 If pursuant to Section 3.13, or because of the allocation of
forfeitures, a Participant's Annual Additions under this Plan and all such
other plans result in an Excess Amount, such Excess Amount will consist of the
Amounts last allocated. The Advisory Committee will determine the Amounts last
allocated by treating the Annual Additions attributable to a welfare benefit
fund as allocated first, irrespective of the actual allocation date under the
welfare benefit fund.

3.15 The Employer must specify in its Adoption Agreement the Excess
Amount attributed to this Plan, if the Advisory Committee allocates an Excess
Amount to a Participant on an allocation date of this Plan which coincides with
an allocation date of another plan.

3.16 The Advisory Committee will dispose of any Excess Amounts
attributed to this Plan as provided in Section 3.10.

[Note: Section 3.17 applies only to Participants who, in addition to
this Plan, participate in one or more qualified plans which are qualified
defined contribution plans other than a Master or Prototype plan maintained by
the Employer during the Limitation Year.]

3.08

<PAGE> 34

3.17 SPECIAL ALLOCATION LIMITATION. The amount of Annual Additions
which the Advisory Committee may allocate under this Plan on behalf of any
Participant are limited in accordance with the provisions of Section 3.11
through 3.16, as though the other plan were a Master or Prototype plan, unless
the Employer provides other limitations in an addendum to the Adoption
Agreement, numbered Section 3.17.

3.18 DEFINED BENEFIT PLAN LIMITATION. If the Employer maintains a
defined benefit plan, or has ever maintained a defined benefit plan which the
Employer has terminated, then the sum of the defined benefit plan fraction and
the defined contribution plan fraction for any Participant for any Limitation
Year must not exceed 1.0. The Employer must provide in Adoption Agreement
Section 3.18 the manner in which the Plan will satisfy this limitation. The
Employer also must provide in its Adoption Agreement Section 3.18 the manner in
which the Plan will satisfy the top heavy requirements of Code Section 416 after
taking into account the existence (or prior maintenance) of the defined benefit
plan.

3.19 DEFINITIONS - ARTICLE III. For purposes of Article III, the
following terms mean:

(a) "Annual Addition" - The sum of the following amounts
allocated on behalf of a Participant for a Limitation Year, of (i) all
Employer contributions; (ii) all forfeitures; and (iii) all Employee
contributions. Except to the extent provided in Treasury regulations,
Annual Additions include excess contributions described in Code
Section 401(k), excess aggregate contributions described in Code
Section 401(m) and excess deferrals described in Code Section 402(g),
irrespective of whether the plan distributes or forfeits such excess
amounts. Annual Additions also include Excess Amounts reapplied to
reduce Employer contributions under Section 3.10. Amounts allocated
after March 31, 1984, to an individual medical account (as defined in
Code Section 415(1)(2)) included as part of a defined benefit plan
maintained by the Employer are Annual Additions. Furthermore, Annual
Additions include contributions paid or accrued after December 31,
1985, for taxable years ending after December 31, 1985, attributable
to postretirement medical benefits allocated to the separate account
of a key employee (as defined in Code Section 419A(d)(3)) under a
welfare benefit fund (as defined in Code Section 419(e)) maintained by
the Employer.

(b) "Compensation" - For purposes of applying the limitations of
Part 2 of this Article III, "Compensation" means Compensation as
defined in Section 1.12, except Compensation does not include elective
contributions, irrespective of whether the Employer has elected to
include these amounts as Compensation under Section 1.12 of its
Adoption Agreement, and any exclusion selected in Section 1.12 of the
Adoption Agreement (other than the exclusion of elective
contributions) does not apply.

(c) "Employer" - The Employer that adopts this Plan and any
related employers described in Section 1.30. Solely for purposes of
applying the limitations of Part 2 of this

3.09

<PAGE> 35

Article III, the Advisory Committee will determine related employers
described in Section 1.30 by modifying Code Sections 414(b) and (c) in
accordance with Code Section 415(h).

(d) "Excess Amount" - The excess of the Participant's Annual
Additions for the Limitation Year over the Maximum Permissible Amount.

(e) "Limitation Year" - The period selected by the Employer under
Adoption Agreement Section 1.17. All qualified plans of the Employer
must use the same Limitation Year. If the Employer amends the
Limitation Year to a different 12 consecutive month period, the new
Limitation Year must begin on a date within the Limitation Year for
which the Employer makes the amendment, creating a short Limitation
Year.

(f) "Master or Prototype Plan" - A plan the form of which is the
subject of a favorable notification letter or a favorable opinion
letter from the Internal Revenue Service.

(g) "Maximum Permissible Amount" - The lesser of (i) $30,000 (or,
if greater, one-fourth of the defined benefit dollar limitation under
Code Section 415(b)(1)(A)), or (ii) 25% of the Participant's
Compensation for the Limitation Year. If there is a short Limitation
Year because of a change in Limitation Year, the Advisory Committee
will multiply the $30,000 (or adjusted) limitation by the following
fraction:

Number of months in the short Limitation Year
---------------------------------------------
12

(h) "Defined contribution plan" - A retirement plan which
provides for an individual account for each participant and for
benefits based solely on the amount contributed to the participant's
account, and any income, expenses, gains and losses, and any
forfeitures of accounts of other participants which the plan may
allocate to such participant's account. The Advisory Committee must
treat all defined contribution plans (whether or not terminated)
maintained by the Employer as a single plan. Solely for purposes of
the limitations of Part 2 of this Article III, the Advisory Committee
will treat employee contributions made to a defined benefit plan
maintained by the Employer as a separate defined contribution plan.
The Advisory Committee also will treat as a defined contribution plan
an individual medical account (as defined in Code Section 415(l)(2))
included as part of a defined benefit plan maintained by the Employer
and, for taxable years ending after December 31, 1985, a welfare
benefit fund under Code Section 419(e) maintained by the Employer to
the extent there are post-retirement medical benefits allocated to the
separate account of a key employee (as defined in Code Section
419A(d)(3)).

(i) "Defined benefit plan" - A retirement plan which does not
provide for individual accounts for Employer contributions. The
Advisory Committee must treat all defined benefit plans (whether or
not terminated) maintained by the Employer as a single plan.

3.10

<PAGE> 36

[Note: The definitions in paragraphs (j), (k) and (1) apply only if the
limitation described in Section 3.18 applies to the Employer's Plan.]

(j) "Defined benefit plan fraction" -

Projected annual benefit of the Participant under the defined benefit plan(s)
-----------------------------------------------------------------------------
The lesser of (i) 125% (subject to the "100% limitation" in paragraph (1)) of
the dollar limitation in effect under Code Section 415(b)(1)(A) for the
Limitation Year, or (ii) 140% of the Participant's average
Compensation for his high three (3) consecutive
Years of Service

To determine the denominator of this fraction, the Advisory Committee
will make any adjustment required under Code Section 415(b) and will determine a
Year of Service, unless otherwise provided in an addendum to Adoption Agreement
Section 3.18, as a Plan Year in which the Employee completed at least 1,000
Hours of Service. The "projected annual benefit" is the annual retirement
benefit (adjusted to an actuarially equivalent straight life annuity if the
plan expresses such benefit in a form other than a straight life annuity or
qualified joint and survivor annuity) of the Participant under the terms of the
defined benefit plan on the assumptions he continues employment until his
normal retirement age (or current age, if later) as stated in the defined
benefit plan, his compensation continues at the same rate as in effect in the
Limitation Year under consideration until the date of his normal retirement age
and all other relevant factors used to determine benefits under the defined
benefit plan remain constant as of the current Limitation Year for all future
Limitation Years.

CURRENT ACCRUED BENEFIT. If the Participant accrued benefits in one or
more defined benefit plans maintained by the Employer which were in existence
on May 6, 1986, the dollar limitation used in the denominator of this fraction
will not be less than the Participant's Current Accrued Benefit. A
Participant's Current Accrued Benefit is the sum of the annual benefits under
such defined benefit plans which the Participant had accrued as of the end of
the 1986 Limitation Year (the last Limitation Year beginning before January 1,
1987), determined without regard to any change in the terms or conditions of
the Plan made after May 5, 1986, and without regard to any cost of living
adjustment occurring after May 5, 1986. This Current Accrued Benefit rule
applies only if the defined benefit plans individually and in the aggregate
satisfied the requirements of Code Section 415 as in effect at the end of the
1986 Limitation Year.

(k) "Defined contribution plan fraction" -

3.11

<PAGE> 37

The sum, as of the close of the Limitation Year, of the Annual Additions to
the Participant's Account under the defined contribution plan(s)
----------------------------------------------------------------
The sum of the lesser of the following amounts determined for the Limitation
Year and for each prior Year of Service with the Employer: (i) 125%
(subject to the "100% limitation" in paragraph (1)) of the dollar
limitation in effect under CodeSection 415(c)(1)(A) for the
Limitation Year (determined without regard to the special
dollar limitations for employee stock ownership plans),
or (ii) 35% of the Participant's Compensation for
the Limitation Year

For purposes of determining the defined contribution plan fraction,
the Advisory Committee will not recompute Annual Additions in Limitation Years
beginning prior to January 1, 1987, to treat all Employee contributions as
Annual Additions. If the Plan satisfied Code Section 415 for Limitation Years
beginning prior to January 1, 1987, the Advisory Committee will redetermine the
defined contribution plan fraction and the defined benefit plan fraction as of
the end of the 1986 Limitation Year, in accordance with this Section 3.19. If
the sum of the redetermined fractions exceeds 1.0, the Advisory Committee will
subtract permanently from the numerator of the defined contribution plan
fraction an amount equal to the product of (1) the excess of the sum of the
fractions over 1.0, times (2) the denominator of the defined contribution plan
fraction. In making the adjustment the Advisory Committee must disregard any
accrued benefit under the defined benefit plan which is in excess of the
Current Accrued Benefit. This Plan continues any transitional rules applicable
to the determination of the defined contribution plan fraction under the
Employer's Plan as of the end of the 1986 Limitation Year.

(l) "100% limitation." If the 100% limitation applies, the
Advisory Committee must determine the denominator of the defined
benefit plan fraction and the denominator of the defined contribution
plan fraction by substituting 100% for 125%. If the Employer's Plan is
a Standardized Plan, the 100% limitation applies in all Limitation
Years, subject to any override provisions under Section 3.18 of the
Employer's Adoption Agreement. If the Employer overrides the 100%
limitation under a Standardized Plan, the Employer must specify in its
Adoption Agreement the manner in which the Plan satisfies the extra
minimum benefit requirement of Code Section 416(h) and the 100%
limitation must continue to apply if the Plan's top heavy ratio
exceeds 90%. If the Employer's Plan is a Nonstandardized Plan, the
100% limitation applies only if: (i) the Plan's top heavy ratio
exceeds 90%; or (ii) the Plan's top heavy ratio is greater than 60%,
and the Employer does not elect in its Adoption Agreement Section
3.18 to provide extra minimum benefits which satisfy Code Section
416(h)(2).

* * * * * * * * * * * * * * * *

3.12

<PAGE> 38

ARTICLE IV
PARTICIPANT CONTRIBUTIONS

4.01 PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS. This Plan does not
permit Participant nondeductible contributions unless the Employer maintains
its Plan under a Code Section 401(k) Adoption Agreement. If the Employer does
not maintain its plan under a Code Section 401(k) Adoption Agreement and, prior
to the adoption of this Prototype Plan, the Plan accepted Participant
nondeductible contributions for a Plan Year beginning after December 31, 1986,
those contributions must satisfy the requirements of Code Section 401(m). This
Section 4.01 does not prohibit the Plan's acceptance of Participant
nondeductible contributions prior to the first Plan Year commencing after the
Plan Year in which the Employer adopts this Prototype Plan.

4.02 PARTICIPANT DEDUCTIBLE CONTRIBUTIONS. A qualified Plan may not
accept Participant deductible contributions after April 15, 1987. If the
Employer's Plan includes Participant deductible contributions ("DECs") made
prior to April 16, 1987, the Advisory Committee must maintain a separate
accounting for the Participant's Accrued Benefit attributable to DECs,
including DECs which are part of a rollover contribution described in Section
4.03. The Advisory Committee will treat the accumulated DECs as part of the
Participant's Accrued Benefit for all purposes of the Plan, except for purposes
of determining the top heavy ratio under Section 1.33. The Advisory Committee
may not use DECs to purchase life insurance on the Participant's behalf.

4.03 PARTICIPANT ROLLOVER CONTRIBUTIONS. Any Participant, with the
Employer's written consent and after filing with the Trustee the form
prescribed by the Advisory Committee, may contribute cash or other property to
the Trust other than as a voluntary contribution if the contribution is a
"rollover contribution" which the Code permits an employee to transfer either
directly or indirectly from one qualified plan to another qualified plan.
Before accepting a rollover contribution, the Trustee may require an Employee
to furnish satisfactory evidence that the proposed transfer is in fact a
"rollover contribution" which the Code permits an employee to make to a
qualified plan. A rollover contribution is not an Annual Addition under Part 2
of Article III.

The Trustee will invest the rollover contribution in a segregated
investment Account for the Participant's sole benefit unless the Trustee (or
the Named Fiduciary, in the case of a nondiscretionary Trustee designation), in
its sole discretion, agrees to invest the rollover contribution as part of the
Trust Fund. The Trustee will not have any investment responsibility with
respect to a Participant's segregated rollover Account. The Participant,
however, from time to time, may direct the Trustee in writing as to the
investment of his segregated rollover Account in property, or property
interests, of any kind, Real, personal or mixed; provided however, the
Participant may not direct the Trustee to make loans to his Employer. A
Participant's segregated rollover Account alone will bear any extraordinary
expenses resulting from investments made at the direction of the Participant.
As of the Accounting Date (or other valuation date) for each Plan Year, the
Advisory Committee will allocate and credit the net income (or net loss) from a
Participant's segregated rollover Account and the increase or decrease in the
fair market value of the assets of a segregated rollover Account solely to that
Account. The Trustee is not liable nor responsible for any loss resulting to
any Beneficiary, nor

4.01

<PAGE> 39

to any Participant, by reason of any sale or investment made or other action
taken pursuant to and in accordance with the direction of the Participant. In
all other respects, the Trustee will hold, administer and distribute a rollover
contribution in the same manner as any Employer contribution made to the Trust.

An eligible Employee, prior to satisfying the Plan's eligibility
conditions, may make a rollover contribution to the Trust to the same extent
and in the same manner as a Participant. If an Employee makes a rollover
contribution to the Trust prior to satisfying the Plan's eligibility
conditions, the Advisory Committee and Trustee must treat the Employee as a
Participant for all purposes of the Plan except the Employee is not a
Participant for purposes of sharing in Employer contributions or Participant
forfeitures under the Plan until he actually becomes a Participant in the Plan.
If the Employee has a Separation from Service prior to becoming a Participant,
the Trustee will distribute his rollover contribution Account to him as if it
were an Employer contribution Account.

4.04 PARTICIPANT CONTRIBUTION - FORFEITABILITY. A Participants's
Accrued Benefits is, at all times, 100% Nonforfeitable to the extent the value
of his Accrued Benefit is derived from his Participant contributions described
in this Article IV.

4.05 PARTICIPANT CONTRIBUTION - WITHDRAWAL/DISTRIBUTION. A
Participant, by giving prior written notice to the Trustee, may withdraw all or
any part of the value of his Accrued Benefit derived from his Participant
contributions described in this Article IV. A distribution of Participant
contributions must comply with the joint and survivor requirements described in
Article VI, if those requirements apply to the Participant. A Participant may
not exercise his right to withdraw the value of his Accrued Benefit derived
from his Participant contributions more than once during any Plan Year. The
Trustee, in accordance with the direction of the Advisory Committee, will
distribute a Participant's unwithdrawn Accrued Benefit attributable to his
Participant contributions in accordance with the provisions of Article VI
applicable to the distribution of the Participant's Nonforfeitable Accrued
Benefit.

4.06 PARTICIPANT CONTRIBUTION - ACCRUED BENEFITS. The Advisory
Committee must maintain a separate Account(s) in the name of each Participant
to reflect the Participant's Accrued Benefit under the Plan derived from his
Participant contributions. A Participant's Accrued Benefit derived from his
Participant contributions as of any applicable date is the balance of his
separate Participant contribution Account(s).

* * * * * * * * * * * * * * * *

4.02

<PAGE> 40

ARTICLE V
TERMINATION OF SERVICE - PARTICIPANT VESTING

5.01 NORMAL RETIREMENT AGE. The Employer must define Normal Retirement
Age in its Adoption Agreement. A Participant's Accrued Benefit derived from
Employer contributions is 100% Nonforfeitable upon and after his attaining
Normal Retirement Age (if employed by the Employer on or after that date).

5.02 PARTICIPANT DISABILITY OR DEATH. The Employer may elect in its
Adoption Agreement to provide a Participant's Accrued Benefit derived from
Employer contributions will be 100% Nonforfeitable if the Participant's
Separation from Service is a result of his death or his disability.

5.03 VESTING SCHEDULE. Except as provided in Sections 5.01 and 5.02,
for each Year of Service, a Participant's Nonforfeitable percentage of his
Accrued Benefit derived from Employer contributions equals the percentage in
the vesting schedule completed by the Employer in its Adoption Agreement.

(A) ELECTION OF SPECIAL VESTING FORMULA. If the Trustee makes a distribution
(other than a cash- out distribution described in Section 5.04) to a
partially-vested Participant, and the Participant has not incurred a Forfeiture
Break in Service at the relevant time, the Advisory Committee will establish a
separate Account for the Participant's Accrued Benefit. At any relevant time
following the distribution, the Advisory Committee will determine the
Participant's Nonforfeitable Accrued Benefit derived from Employer
contributions in accordance with the following formula: P(AB + (R x D)) - (R x
D).

To apply this formula, "P" is the Participant's current vesting
percentage at the relevant time, "AB" is the Participant's Employer-derived
Accrued Benefit at the relevant time, "R" is the ratio of "AB" to the
Participant's Employer-derived Accrued Benefit immediately following the
earlier distribution and "D" is the amount of the earlier distribution. If,
under a restated Plan, the Plan has made distribution to a partially-vested
Participant prior to its restated Effective Date and is unable to apply the
cash-out provisions of Section 5.04 to that prior distribution, this special
vesting formula also applies to that Participant's remaining Account. The
Employer, in an addendum to its Adoption Agreement, numbered Section 5.03, may
elect to modify this formula to read as follows: P(AB + D) - D.

5.04 CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/
RESTORATION OF FORFEITED ACCRUED BENEFIT. If, pursuant to Article VI, a
partially-vested Participant receives a cash-out distribution before he incurs
a Forfeiture Break in Service (as defined in Section 5.08), the cash-out
distribution will result in an immediate forfeiture of the nonvested portion of
the Participant's Accrued Benefit derived from Employer contributions. See
Section 5.09. A partially-vested Participant is a Participant whose
Nonforfeitable Percentage

5.01

<PAGE> 41

determined under Section 5.03 is less than 100%. A cash-out distribution is a
distribution of the entire present value of the Participant's Nonforfeitable
Accrued Benefit.

(A) RESTORATION AND CONDITIONS UPON RESTORATION. A partially-vested Participant
who is reemployed by the Employer after receiving a cash-out distribution of
the Nonforfeitable percentage of his Accrued Benefit may repay the Trustee the
amount of the cash-out distribution attributable to Employer contributions,
unless the Participant no longer has a right to restoration by reason of the
conditions of this Section 5.04(A). If a partially-vested Participant makes the
cash-out distribution repayment, the Advisory Committee, subject to the
conditions of this Section 5.04(A), must restore his Accrued Benefit
attributable contributions to the same dollar amount as the dollar amount of
his Accrued Benefits on the Accounting Date, or other valuation date,
immediately preceding the date of the cash-out distribution, unadjusted for any
gains or losses occurring subsequent to that Accounting Date, or other
valuation date. Restoration of the Participant's Accrued Benefit includes
restoration of all Code Section 411(d)(6) protected benefits with respect to
that restored Accrued Benefit, in accordance with applicable Treasury
regulations. The Advisory Committee will not restore a re-employed
Participant's Accrued Benefit under this paragraph if:

(1) 5 years have elapsed since the Participant's first re-employment
date with the Employer following the cash-out distribution; or

(2) The Participant incurred a Forfeiture Break in Service (as defined
in Section 5.08). This condition also applies if the Participant makes
repayment within the Plan Year in which he incurs the Forfeiture Break
in Service and that Forfeiture Break in Service would result in a
complete forfeiture of the amount the Advisory Committee otherwise
would restore.

(B) TIME AND METHOD OF RESTORATION. If neither of the two conditions preventing
restoration of the Participant's Accrued Benefit applies, the Advisory
Committee will restore the Participant's Accrued Benefit as of the Plan Year
Accounting Date coincident with or immediately following the repayment. To
restore the Participant's Accrued Benefit, the Advisory Committee, to the
extent necessary, will allocate to the Participant's Account:

(1) First, the amount, if any, of Participant forfeitures the Advisory
Committee would otherwise allocate under Section 3.05;

(2) Second, the amount, if any, of the Trust Fund net income or gain
for the Plan Year; and

(3) Third, the Employer contribution for the Plan Year to the extent
made under a discretionary formula.

In an addendum to its Adoption Agreement numbered 5.04(B), the
Employer may eliminate as a means of restoration any of the amounts described
in clauses (1), (2) and (3) or may change the order of priority of these
amounts. To the extent the amounts described in clauses (1), (2) and (3)

5.02

<PAGE> 42

are insufficient to enable the Advisory Committee to make the required
restoration, the Employer must contribute, without regard to any requirement or
condition of Section 3.01, the additional amount necessary to enable the
Advisory Committee to make the required restoration. If for a particular Plan
Year, the Advisory Committee must restore the Accrued Benefit of more than one
re-employed Participant, then the Advisory Committee will make the restoration
allocations to each such Participant's Account in the same proportion that a
Participant's restored amount for the Plan Year bears to the restored amount
for the Plan Year of all re-employed Participants. The Advisory Committee will
not take into account any allocation under this Section 5.04 in applying the
limitation on allocations under Part 2 of Article III.

(C) 0% VESTED PARTICIPANT. The Employer must specify in its Adoption Agreement
whether the deemed cash-out rule applies to a 0% vested Participant. A 0%
vested Participant is a Participant whose Accrued Benefit derived from Employer
contributions is entirely forfeitable at the time of his Separation from
Service. If the Participant's Account is not entitled to an allocation of
Employer contributions for the Plan Year in which he has a Separation from
Service, the Advisory Committee will apply the deemed cash-out rule as if the
0% vested Participant received a cash-out distribution on the date of the
Participant's Separation from Service. If the Participant's Account is entitled
to an allocation of Employer contributions or Participant forfeitures for the
Plan Year in which he has a Separation from Service, the Advisory Committee
will apply the deemed cash-out rule as if the 0% vested Participant received a
cash-out distribution on the first day of the First Plan Year beginning after
his Separation from Service. For purposes of applying the restoration
provisions of this Section 5.04, the Advisory Committee will treat the 0%
vested Participant as repaying his cash-out "distribution" on the first date of
his re-employment with the Employer. If the deemed cash-out rule does not apply
to the Employer's Plan, a 0% vested Participant will not incur a forfeiture
until he incurs a Forfeiture Break in Service.

5.05 SEGREGATED ACCOUNT FOR REPAID AMOUNT. Until the Advisory
Committee restores the Participant's Accrued Benefit, as described in Section
5.04, the Trustee will invest the cash-out amount the Participant has repaid in
a segregated Account maintained solely for that Participant. The Trustee must
invest the amount in the Participant's segregated Account in Federally insured
interest bearing savings account(s) or time deposit(s) (or a combination of
both), or in other fixed income investments. Until commingled with the balance
of the Trust Fund on the date the Advisory Committee restores the Participant's
Accrued Benefit, the Participant's segregated Account remains a part of the
Trust, but it alone shares in any income it earns and it alone bears any
expense or loss it incurs. Unless the repayment qualifies as a rollover
contribution, the Advisory Committee will direct the Trustee to repay to the
Participant as soon as is administratively practicable the full amount of the
Participant's segregated Account if the Advisory Committee determines either of
the conditions of Section 5.04(A) prevents restoration as of the applicable
Accounting Date, notwithstanding the Participant's repayment

5.06 YEAR OF SERVICE - VESTING. For purposes of vesting under Section
5.03, Year of Service means any 12-consecutive month period designated in the
Employer's Adoption Agreement during which an Employee completes not less than
the number of Hours of Service (not exceeding

5.03

<PAGE> 43

1,000) specified in the Employer's Adoption Agreement. A Year of Service
includes any Year of Service earned prior to the Effective Date of the Plan,
except as provided in Section 5.08.

5.07 BREAK IN SERVICE - VESTING. For purposes of this Article V, a
Participant incurs a "Break in Service" if during any vesting computation
period he does not complete more than 500 Hours of Service. If, pursuant to
Section 5.06, the Plan does not require more than 500 Hours of Service to
receive credit for a Year of Service, a Participant incurs a Break in Service
in a vesting computation period in which he fails to complete a Year of
Service.

5.08 INCLUDED YEARS OF SERVICE-VESTING. For purposes of determining
"Years of Service" under Section 5.06, the Plan takes into account all Years of
Service an Employee completes with the Employer except:

(a) For the sole purpose of determining a Participant's
Nonforfeitable percentage of his Accrued Benefit derived from Employer
contributions which accrued for his benefit prior to a Forfeiture
Break in Service, the Plan disregards any Year of Service after the
Participant First incurs a Forfeiture Break in Service. The
Participant incurs a Forfeiture Break in Service when he incurs 5
consecutive Breaks in Service.

(b) The Plan disregards any Year of Service excluded under
the Employer's Adoption Agreement.

The Plan does not apply the Break in Service rule under Code
Section 411(a)(6)(B). Therefore, an Employee need not complete a Year of Service
after a Break in Service before the Plan takes into account the Employee's
otherwise includible Years of Service under this Article V.

5.09 FORFEITURE OCCURS. A Participant's forfeiture, if any, of his
Accrued Benefit derived from Employer contributions occurs under the Plan on
the earlier of:

(a) The last day of the vesting computation period in which the
Participant first incurs a Forfeiture Break in Service; or

(b) The date the Participant receives a cash-out distribution.

The Advisory Committee determines the percentage of a Participant's
Accrued Benefit forfeiture, if any, under this Section 5.09 solely by reference
to the vesting schedule of Section 5.03. A Participant does not forfeit any
portion of his Accrued Benefit for any other reason or cause except as
expressly provided by this Section 5.09 or as provided under Section 9.14.

* * * * * * * * * * * * * * * *

5.04

<PAGE> 44

ARTICLE VI
TIME AND METHOD OF PAYMENT OF BENEFITS

6.01 TIME OF PAYMENT OF ACCRUED BENEFIT. Unless, pursuant to Section
6.03, the Participant or the Beneficiary elects in writing to a different time
or method of payment, the Advisory Committee will direct the Trustee to
commence distribution of a Participant's Nonforfeitable Accrued Benefit in
accordance with this Section 6.01. A Participant must consent, in writing, to
any distribution required under this Section 6.01 if the present value of the
Participant's Nonforfeitable Accrued Benefit, at the time of the distribution
to the Participant, exceeds $3,500 and the Participant has not attained the
later of Normal Retirement Age or age 62. Furthermore, the Participant's spouse
also must consent, in writing, to any distribution, for which Section 6.04,
requires the spouse's consent. For all purposes of this Article VI, the term
"annuity starting date" means the first day of the first period for which the
Plan pays an amount as an annuity or in any other form. A distribution date
under this Article VI unless otherwise specified within the Plan, is the date
or dates the Employer specifies in the Adoption Agreement, or as soon as
administratively practicable following that distribution date. For purposes of
the consent requirements under this Article VI, if the present value of the
Participant's Nonforfeitable Accrued Benefit, at the time of any distribution,
exceeds $3,500, the Advisory Committee must treat that present value as
exceeding $3,500 for purposes of all subsequent Plan distributions to the
Participant.

(A) SEPARATION FROM SERVICE FOR A REASON OTHER THAN DEATH.

(1) PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT NOT EXCEEDING $3,500.
If the Participant's Separation from Service is for any reason other than
death, the Advisory Committee will direct the Trustee to distribute the
Participant's Nonforfeitable Accrued Benefit in a lump sum, on the distribution
date the Employer specifies in the Adoption Agreement, but in no event later
than the 60th day following the close of the Plan Year in which the Participant
attains Normal Retirement Age. If the Participant has attained Normal
Retirement Age at the time of his Separation from Service, the distribution
under this paragraph will occur no later than the 60th day following the close
of the Plan Year in which the Participant's Separation from Service occurs.

(2) PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT EXCEEDS $3,500. If
the Participant's Separation from Service is for any reason other than death,
the Advisory Committee will direct the Trustee to commence distribution of the
Participant's Nonforfeitable Accrued Benefit in a form and at the time elected
by the Participant, pursuant to Section 6.03. In the absence of an election by
the Participant, the Advisory Committee will direct the Trustee to distribute
the Participant's Nonforfeitable Accrued Benefit in a lump sum (or, if
applicable, the normal annuity form of distribution required under Section
6.04), on the 60th day following the close of the Plan Year in which the latest
of the following events occurs: (a) the Participant attains Normal Retirement
Age; (b) the Participant attains age 62; or (c) the Participant's Separation
from Service.

(3) DISABILITY. If the Participant's Separation from Service is
because of his disability, the Advisory Committee will direct the Trustee to
pay the Participant's Nonforfeitable Accrued Benefit

6.01

<PAGE> 45

in lump sum, on the distribution date the Employer specifies in the Adoption
Agreement, subject to the notice and consent requirements of this Article VI
and subject to the applicable mandatory commencement dates described in
Paragraphs (1) and (2).

(4) HARDSHIP. Prior to the time at which the Participant may receive
distribution under Paragraphs (1), (2) or (3), the Participant may request a
distribution from his Nonforfeitable Accrued Benefit in an amount necessary to
satisfy a hardship, if the Employer elects in the Adoption Agreement to permit
hardship distributions. Unless the Employer elects otherwise in the Adoption
Agreement, a hardship distribution must be on account of any of the following:
(a) medical expenses; (b) the purchase (excluding mortgage payments) of the
Participant's principal residence; (c) post-secondary education tuition, for
the next semester or quarter, for the Participant or for the Participant's
spouse, children or dependents; (d) to prevent the eviction of the Participant
from his principal residence or the foreclosure on the mortgage of the
Participant's principal residence; (e) funeral expenses of the Participant's
family member; or (f) the Participant's disability. A partially-vested
Participant may not receive a hardship distribution described in this Paragraph
(A)(4) prior to incurring a Forfeiture Break in Service, unless the hardship
distribution is a cash-out distribution (as defined in Article V). The Advisory
Committee will direct the Trustee to make the hardship distribution as soon as
administratively practicable after the Participant makes a valid request for
the hardship distribution.

(B) REQUIRED BEGINNING DATE. If any distribution commencement date described
under Paragraph (A) of this Section 6.01, either by Plan provision or by
Participant election (or nonelection), is later than the Participant's Required
Beginning Date, the Advisory Committee instead must direct the Trustee to make
distribution on the Participant's Required Beginning Date, subject to the
transitional election, if applicable, under Section 6.03(D). A Participant's
Required Beginning Date is the April 1 following the close of the calendar year
in which the Participant attains age 70 1/2. However, if the Participant, prior
to incurring a Separation from Service, attained age 70 1/2 by January 1, 1988,
and, for the five Plan Year period ending in the calendar year in which he
attained age 70 1/2, and for all subsequent years, the Participant was not a
more than 5% owner, the Required Beginning Date is the April 1 following the
close of the calendar year in which the Participant separates from Service or,
if earlier, the April 1 following the close of the calendar year in which the
Participant becomes a more than 5% owner. Furthermore, if a Participant who was
not a more than 5% owner attained age 70 1/2 during 1988 and did not incur a
Separation from Service prior to January 1, 1989, his Required Beginning Date
is April 1, 1990. A mandatory distribution at the Participant's Required
Beginning Date will be in lump sum (or, if applicable, the normal annuity form
of distribution required under Section 6.04) unless the Participant, pursuant
to the provisions of this Article VI, makes a valid election to receive an
alternative form of payment.

(C) DEATH OF THE PARTICIPANT. The Advisory Committee will direct the Trustee,
in accordance with this Section 6.01(C), to distribute to the Participant's
Beneficiary the Participant's Nonforfeitable Accrued Benefit remaining in the
Trust at the time of the Participant's death. Subject to the requirements of
Section 6.04, the Advisory Committee will determine the death benefit by
reducing

6.02

<PAGE> 46

the Participant's Nonforfeitable Accrued Benefit by any security interest the
Plan has against that Nonforfeitable Accrued Benefit by reason of an
outstanding Participant loan.

(1) DECEASED PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT DOES NOT
EXCEED $3,500. The Advisory Committee, subject to the requirements of
Section 6.04, must direct the Trustee to distribute the deceased
Participant's Nonforfeitable Accrued Benefit in a single sum, as soon
as administratively practicable following the Participant's death or,
if later, the date on which the Advisory Committee receives
notification of or otherwise confirms the Participant's death.

(2) DECEASED PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT EXCEEDS
$3,500. The Advisory Committee will direct the Trustee to distribute
the deceased Participant's Nonforfeitable Accrued Benefit at the time
and in the form elected by the Participant or, if applicable by the
Beneficiary, as permitted under this Article VI. In the absence of an
election, subject to the requirements of Section 6.04, the Advisory
Committee will direct the Trustee to distribute the Participant's
undistributed Nonforfeitable Accrued Benefit in a lump sum on the
first distribution date following the close of the Plan Year in which
the Participant's death occurs or, if later, the First distribution
date following the date the Advisory Committee receives notification
of or otherwise confirms the Participant's death.

If the death benefit is payable in full to the Participant's surviving
spouse, the surviving spouse, in addition to the distribution options provided
in this Section 6.01(C), may elect distribution at any time or in any form
(other than a joint and survivor annuity) this Article VI would permit for a
Participant.

6.02 METHOD OF PAYMENT OF ACCRUED BENEFIT. Subject to the annuity
distribution requirements, if any, prescribed by Section 6.04, and any
restrictions prescribed by Section 6.03, a Participant or Beneficiary may elect
distribution under one, or any combination, of the following methods: (a) by
payment in a lump sum; or (b) by payment in monthly, quarterly or annual
installments over a fixed reasonable period of time, not exceeding the life
expectancy of the Participant, or the joint life and last survivor expectancy
of the Participant and his Beneficiary. The Employer may elect in its Adoption
Agreement to modify the methods of payment available under this Section 6.02.

The distribution options permitted under this Section 6.02 are
available only if the present value of the Participant Nonforfeitable Accrued
Benefit, at the time of the distribution to the Participant, exceeds $3,500. To
facilitate installment payments under this Article VI, the Advisory Committee
may direct the Trustee to segregate all or any part of the Participant's
Accrued Benefit in a separate Account. The Trustee will invest the
Participant's segregated Account in Federally insured interest bearing savings
account(s) or time deposit(s) (or a combination of both), or in other fixed
income investments. A segregated Account remains a part of the Trust, but it
alone shares in any income it earns, and it alone bears any expense or loss it
incurs. A Participant or Beneficiary may elect to receive an installment
distribution in the form of a Nontransferable Annuity Contract. Under

6.03

<PAGE> 47

an installment distribution, the Participant or Beneficiary, at any time, may
elect to accelerate the payment of all or any portion, of the Participant's
unpaid Nonforfeitable Accrued Benefit, subject to the requirements of Section
6.04.

(A) MINIMUM DISTRIBUTION REQUIREMENTS FOR PARTICIPANTS. The Advisory Committee
may not direct the Trustee to distribute the Participant's Nonforfeitable
Accrued Benefit, nor may the Participant elect to have the Trustee distribute
his Nonforfeitable Accrued Benefit, under a method of payment which, as of the
Required Beginning Date, does not satisfy the minimum distribution requirements
under Code Section 401(a)(9) and the applicable Treasury regulations. The
minimum distribution for a calendar year equals the Participant's
Nonforfeitable Accrued Benefit as of the latest valuation date preceding the
beginning of the calendar year divided by the Participant's life expectancy or,
if applicable, the joint and last survivor expectancy of the Participant and
his designated Beneficiary (as determined under Article VIII, subject to the
requirements of the Code Section 401(a)(9) regulations). The Advisory Committee
will increase the Participant's Nonforfeitable Accrued Benefit, as determined
on the relevant valuation date, for contributions or forfeitures allocated
after the valuation date and by December 31 of the valuation calendar year, and
will decrease the valuation by distributions made after the valuation date and
by December 31 of the valuation calendar year. For purposes of this valuation,
the Advisory Committee will treat any portion of the minimum distribution for
the first distribution calendar year made after the close of that year as a
distribution occurring in that first distribution calendar year. In computing a
minimum distribution, the Advisory Committee must use the unisex life
expectancy multiples under Treas. Reg. Section 1.72-9. The Advisory Committee,
only upon the Participant's written request, will compute the minimum
distribution for a calendar year subsequent to the first calendar year for
which the Plan requires a minimum distribution by redetermining the applicable
life expectancy. However, the Advisory Committee may not redetermine the joint
life and last survivor expectancy of the Participant and a nonspouse designated
Beneficiary in a manner which takes into account any adjustment to a life
expectancy other than the Participant's life expectancy.

If the Participant's spouse is not his designated Beneficiary, a
method of payment to the Participant (whether by Participant election or by
Advisory Committee direction) may not provide more than incidental benefits to
the Beneficiary. For Plan Years beginning after December 31, 1988, the Plan
must satisfy the minimum distribution incidental benefit ("MDIB") requirement
in the Treasury regulations issued under Code Section 401(a)(9) for
distributions made on or after the Participant's Required Beginning Date and
before the Participant's death. To satisfy the MDIB requirement, the Advisory
Committee will compute the minimum distribution required by this Section
6.02(A) by substituting the applicable MDIB divisor for the applicable life
expectancy factor, if the MDIB divisor is a lesser number. Following the
Participant's death, the Advisory Committee will compute the minimum
distribution required by this Section 6.02(A) solely on the basis of the
applicable life expectancy factor and will disregard the MDIB factor. For Plan
Years beginning prior to January 1, 1989, the Plan satisfies the incidental
benefits requirement if the distributions to the Participant satisfied the MDIB
requirement or if the present value of the retirement benefits payable solely
to the Participant is greater than 50% of the present value of the total
benefits payable to the Participant and his Beneficiaries. The Advisory
Committee must determine whether benefits to the Beneficiary are

6.04

<PAGE> 48

incidental as of the date the Trustee is to commence payment of the retirement
benefits to the Participant, or as of any date the Trustee redetermines the
payment period to the Participant.

The minimum distribution for the first distribution calendar year is
due by the Participant's Required Beginning Date. The minimum distribution for
each subsequent distribution calendar year, including the calendar year in
which the Participant's Required Beginning Date occurs, is due by December 31
of that year. If the Participant receives distribution in the form of a
Nontransferable Annuity Contract, the distribution satisfies this Section
6.02(A) if the contract complies with the requirements of Code Section
401(a)(9) and the applicable Treasury regulations.

(B) MINIMUM DISTRIBUTION REQUIREMENTS FOR BENEFICIARIES. The method of
distribution to the Participant's Beneficiary must satisfy Code Section
401(a)(9) and the applicable Treasury regulations. If the Participant's death
occurs after his Required Beginning Date or, if earlier, the date the
Participant commences an irrevocable annuity pursuant to Section 6.04, the
method of payment to the Beneficiary must provide for completion of payment
over a period which does not exceed the payment period which had commenced for
the Participant. If the Participant's death occurs prior to his Required
Beginning Date, and the Participant had not commenced an irrevocable annuity
pursuant to Section 6.04, the method of payment to the Beneficiary, subject to
Section 6.04, must provide for completion of payment to the Beneficiary over a
period not exceeding: (i) 5 years after the date of the Participant's death; or
(ii) if the Beneficiary is a designated Beneficiary, the designated
Beneficiary's life expectancy. The Advisory Committee may not direct payment of
the Participant's Nonforfeitable Accrued Benefit over a period described in
clause (ii) unless the Trustee will commence payment to the designated
Beneficiary no later than the December 31 following the close of the calendar
year in which the Participant's death occurred or, if later, and the designated
Beneficiary is the Participant's surviving spouse, December 31 of the calendar
year in which the Participant would have attained age 70 1/2. If the Trustee
will make distribution in accordance with clause (ii), the minimum distribution
for a calendar year equals the Participant's Nonforfeitable Accrued Benefit as
of the latest valuation date preceding the beginning of the calendar year
divided by the designated Beneficiary's life expectancy. The Advisory Committee
must use the unisex life expectancy multiples under Treas. Reg. Section 1.72-9
for purposes of applying this paragraph. The Advisory Committee, only upon the
written request of the Participant or of the Participant's surviving spouse,
will recalculate the life expectancy of the Participant's surviving spouse not
more frequently than annually, but may not recalculate the life expectancy of a
nonspouse designated Beneficiary after the Trustee commences payment to the
designated Beneficiary. The Advisory Committee will apply this paragraph by
treating any amount paid to the Participant's child, which becomes payable to
the Participant's surviving spouse upon the child's attaining the age of
majority, as paid to the Participant's surviving spouse. Upon the Beneficiary's
written request, the Advisory Committee must direct the Trustee to accelerate
payment of all, or any portion, of the Participant's unpaid Accrued Benefit, as
soon as administratively practicable following the effective date of that
request.

6.03 BENEFIT PAYMENT ELECTIONS. Not earlier than 90 days, but not
later than 30 days, before the Participant's annuity starting date, the
Advisory Committee must provide a benefit notice to a Participant who is
eligible to make an election under this Section 6.03. The benefit notice

6.05

<PAGE> 49

must explain the optional forms of benefit in the Plan, including the material
features and relative values of those options, and the Participant's right to
defer distribution until he attains the later of Normal Retirement Age or age
62.

If a Participant or Beneficiary makes an election prescribed by this
Section 6.03, the Advisory Committee will direct the Trustee to distribute the
Participant's Nonforfeitable Accrued Benefit in accordance with that election.
Any election under this Section 6.03 is subject to the requirements of Section
6.02 and of Section 6.04. The Participant or Beneficiary must make an election
under this Section 6.03 by filing his election with the Advisory Committee at
any time before the Trustee otherwise would commence to pay a Participant's
Accrued Benefit in accordance with the requirements of Article VI.

(A) PARTICIPANT ELECTIONS AFTER SEPARATION FROM SERVICE. If the present value
of a Participant's Nonforfeitable Accrued Benefit exceeds $3,500, he may elect
to have the Trustee commence distribution as of any distribution date permitted
under the Employer's Adoption Agreement Section 6.033. The Participant may
reconsider an election at any time prior to the annuity starting date and elect
to commence distribution as of any other distribution date permitted under the
Employer's Adoption Agreement Section 6.03. If the Participant is
partially-vested in his Accrued Benefit, an election under this Paragraph (A)
to distribute prior to the Participant's incurring a Forfeiture Break in
Service (as defined in Section 5.08), must be in the form of a cash-out
distribution (as defined in Article V). A Participant may not receive a
cash-out distribution if, prior to the time the Trustee actually makes the
cash-out distribution, the Participant returns to employment with the Employer.
Following his attainment of Normal Retirement Age, a Participant who has
separated from Service may elect distribution as of any distribution date,
irrespective of the elections under Adoption Agreement Section 6.03.

(B) PARTICIPANT ELECTIONS PRIOR TO SEPARATION FROM SERVICE. The Employer must
specify in its Adoption Agreement the distribution election rights, if any, a
Participant has prior to his Separation from Service. A Participant must make
an election under this Section 6.03(B) on a form prescribed by the Advisory
Committee at any time during the Plan Year for which his election is to be
effective. In his written election, the Participant must specify the percentage
or dollar amount he wishes the Trustee to distribute to him. The Participant's
election relates solely to the percentage or dollar amount specified in his
election form and his right to elect to receive an amount, if any, for a
particular Plan Year greater than the dollar amount or percentage specified in
his election form terminates on the Accounting Date. The Trustee must make a
distribution to a Participant in accordance with his election under this
Section 6.03)(B) within the 90 day period (or as soon as administratively
practicable) after the Participant files his written election with the Trustee.
The Trustee will distribute the balance of the Participant's Accrued Benefit
not distributed pursuant to his election(s) in accordance with the other
distribution provisions of this Plan.

(C) DEATH BENEFIT ELECTIONS. If the present value of the deceased Participant's
Nonforfeitable Accrued Benefit exceeds $3,500, the Participant's Beneficiary
may elect to have the Trustee distribute the Participant's Nonforfeitable
Accrued Benefit in a form and within a period permitted under

6.06

<PAGE> 50

Section 6.02. The Beneficiary's election is subject to any restrictions
designated in writing by the Participant and not revoked as of his date of
death.

(D) TRANSITIONAL ELECTIONS. Notwithstanding the provisions of Sections 6.01 and
6.02, if the Participant (or Beneficiary) signed a written distribution
designation prior to January 1, 1984, the Advisory Committee must distribute
the Participant's Nonforfeitable Accrued Benefit in accordance with that
designation, subject however, to the survivor requirements, if applicable, of
Sections 6.04, 6.05 and 6.06. This Section 6.03(D) does not apply to a pre-1984
distribution designation, and the Advisory Committee will not comply with that
designation, if any of the following applies: (1) the method of distribution
would have disqualified the Plan under Code Section 401(a)(9) as in effect on
December 31, 1983; (2) the Participant did not have an Accrued Benefit as of
December 31, 1983; (3) the distribution designation does not specify the timing
and form of the distribution and the death Beneficiaries (in order of
priority); (4) the substitution of a Beneficiary modifies the payment period of
the distribution; or, (5) the Participant (or Beneficiary) modifies or revokes
the distribution designation. In the event of a revocation, the Plan must
distribute, no later than December 31 of the calendar year following the year
of revocation, the amount which the Participant would have received under
Section 6.02(A) if the distribution designation had not been in effect or, if
the Beneficiary revokes the distribution designation, the amount which the
Beneficiary would have received under Section 6.02(B) if the distribution
designation had not been in effect. The Advisory Committee will apply this
Section 6.03(D) to rollovers and transfers in accordance with Part J of the
Code Section 401(a)(9) Treasury regulations.

6.04 ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND SURVIVING SPOUSES.

(A) JOINT AND SURVIVOR ANNUITY. The Advisory Committee must direct the Trustee
to distribute a married or unmarried Participant's Nonforfeitable Accrued
Benefit in the form of a qualified joint and survivor annuity, unless the
Participant makes a valid waiver election (described in Section 6.05) within
the 90 day period ending on the annuity starting date. If, as of the annuity
starting date, the Participant is married, a qualified joint and survivor
annuity is an immediate annuity which is purchasable with the Participant's
Nonforfeitable Accrued Benefit and which provides a life annuity for the
Participant and a survivor annuity payable for the remaining life of the
Participant's surviving spouse equal to 50% of the amount of the annuity
payable during the life of the Participant. If, as of the annuity starting
date, the Participant is not married, a qualified joint and survivor annuity is
an immediate life annuity for the Participant which is purchasable with the
Participant's Nonforfeitable Accrued Benefit. On or before the annuity starting
date, the Advisory Committee, without Participant or spousal consent, must
direct the Trustee to pay the Participant's Nonforfeitable Accrued Benefit in a
lump sum, in lieu of a qualified joint and survivor annuity, in accordance with
Section 6.01, if the Participant's Nonforfeitable Accrued Benefit is not
greater than $3,500. This Section 6.04(A) applies only to a Participant who has
completed at least one Hour of Service with the Employer after August 22, 1984.

(B) PRERETIREMENT SURVIVOR ANNUITY. If a married Participant dies prior to his
annuity starting date, the Advisory Committee will direct the Trustee to
distribute a portion of the Participant's

6.07

<PAGE> 51

Nonforfeitable Accrued Benefit to the Participant's surviving spouse in the
form of a preretirement survivor annuity, unless the Participant has a valid
waiver election (as described in Section 6.06) in effect, or unless the
Participant and his spouse were not married throughout the one year period
ending on the date of his death. A preretirement survivor annuity is an annuity
which is purchasable with 50% of the Participant's Nonforfeitable Accrued
Benefit (determined as of the date of the Participant's death) and which is
payable for the life of the Participant's surviving spouse. The value of the
preretirement survivor annuity is attributable to Employer contributions and to
Employee contributions in the same proportion as the Participant's
Nonforfeitable Accrued Benefit is attributable to those contributions. The
portion of the Participant's Nonforfeitable Accrued Benefit not payable under
this paragraph is payable to the Participant's Beneficiary, in accordance with
the other provisions of this Article VI. If the present value of the
preretirement survivor annuity does not exceed $3,500, the Advisory Committee,
on or before the annuity starting date, must direct the Trustee to make a lump
sum distribution to the Participant's surviving spouse, in lieu of a
preretirement survivor annuity. This Section 6.04(B) applies only to a
Participant who dies after August 22, 1984, and either (i) completes at least
one Hour of Service with the Employer after August 22, 1984, or (ii) separated
from Service with at least 10 Years of Service (as defined in Section 5.06) and
completed at least one Hour of Service with the Employer in a Plan Year
beginning after December 31, 1975.

(C) SURVIVING SPOUSE ELECTIONS. If the present value of the preretirement
survivor annuity exceeds $3,500, the Participant's surviving spouse may elect
to have the Trustee commence payment of the preretirement survivor annuity at
any time following the date of the Participant's death, but not later than the
mandatory distribution periods described in Section 6.02, and may elect any of
the forms of payment described in Section 6.02, in lieu of the preretirement
survivor annuity. In the absence of an election by the surviving spouse, the
Advisory Committee must direct the Trustee to distribute the preretirement
survivor annuity on the first distribution date following the close of the Plan
Year in which the latest of the following events occurs: (i) the Participant's
death; (ii) the date the Advisory Committee receives notification of or
otherwise confirms the Participant's death; (iii) the date the Participant
would have attained Normal Retirement Age; or (iv) the date the Participant
would have attained age 62.

(D) SPECIAL RULES. If the Participant has in effect a valid waiver election
regarding the qualified joint and survivor annuity or the preretirement
survivor annuity, the Advisory Committee must direct the Trustee to distribute
the Participant's Nonforfeitable Accrued Benefit in accordance with Sections
6.01, 6.02 and 6.03. The Advisory Committee will reduce the Participant's
Nonforfeitable Accrued Benefit by any security interest (pursuant to any offset
rights authorized by Section 10.03[E]) held by the Plan by reason of a
Participant loan to determine the value of the Participant's Nonforfeitable
Accrued Benefit distributable in the form of a qualified joint and survivor
annuity or preretirement survivor annuity, provided any post-August 18, 1985,
loan satisfied the spousal consent requirement described in Section 10.03[E] of
the Plan. For purposes of applying this Article VI, the Advisory Committee
treats a former spouse as the Participant's spouse or surviving spouse to the
extent provided under a qualified domestic relations order described in Section
6.07. The provisions of this Section 6.04, and of Sections 6.05 and 6.06, apply
separately to the portion of the Participant's

6.08

<PAGE> 52

Nonforfeitable Accrued Benefit subject to the qualified domestic relations
order and to the portion of the Participant's Nonforfeitable Accrued Benefit
not subject to that order.

(E) PROFIT SHARING PLAN ELECTION. If this Plan is a profit sharing plan, the
Employer must elect the extent to which the preceding provisions of Section
6.04 apply. If the Employer elects to apply this Section 6.04 only to a
Participant described in this Section 6.04(E), the preceding provisions of this
Section 6.04 apply only to the following Participants: (1) a Participant as
respects whom the Plan is a direct or indirect transferee from a plan subject
to the Code Section 417 requirements and the Plan received the transfer after
December 31, 1984, unless the transfer is an elective transfer described in
Section 13.06; (2) a Participant who elects a life annuity distribution (if
Section 6.02 or Section 13.02 of the Plan requires the Plan to provide a life
annuity distribution option); and (3) a Participant whose benefits under a
defined benefit plan maintained by the Employer are offset by benefits provided
under this Plan. If the Employer elects to apply this Section 6.04 to all
Participants, the preceding provisions of this Section 6.04 apply to all
Participants described in the first two paragraphs of this Section 6.04,
without regard to the limitations of this Section 6.04(E). Sections 6.05 and
6.06 only apply to Participants to whom the preceding provisions of this
Section 6.04 apply.

6.05 WAIVER ELECTION - QUALIFIED JOINT AND SURVIVOR ANNUITY. Not
earlier than 90 days, but not later than 30 days, before the Participant's
annuity starting date, the Advisory Committee must provide the Participant a
written explanation of the terms and conditions of the qualified joint and
survivor annuity, the Participant's right to make, and the effect of, an
election to waive the joint and survivor form of benefit, the rights of the
Participant's spouse regarding the waiver election and the Participant's right
to make, and the effect of, a revocation of a waiver election. The Plan does
not limit the number of times the Participant may revoke a waiver of the
qualified joint and survivor annuity or make a new waiver during the election
period.

A married Participant's waiver election is not valid unless (a) the
Participant's spouse (to whom the survivor annuity is payable under the
qualified joint and survivor annuity), after the Participant has received the
written explanation described in this Section 6.05, has consented in writing to
the waiver election, the spouse's consent acknowledges the effect of the
election, and a notary public or the Plan Administrator (or his representative)
witnesses the spouse's consent, (b) the spouse consents to the alternate form
of payment designated by the Participant or to any change in that designated
form of payment, and (c) unless the spouse is the Participant's sole primary
Beneficiary, the spouse consents to the Participant's Beneficiary designation
or to any change in the Participant's Beneficiary designation. The spouse's
consent to a waiver of the qualified joint and survivor annuity is irrevocable,
unless the Participant revokes the waiver election. The spouse may execute a
blanket consent to any form of payment designation or to any Beneficiary
designation made by the Participant, if the spouse acknowledges the right to
limit that consent to a specific designation but, in writing, waives that
right. The consent requirements of this Section 6.05 apply to a former spouse
of the Participant, to the extent required under a qualified domestic relations
order described in Section 6.07.

6.09

<PAGE> 53

The Advisory Committee will accept as valid a waiver election which
does not satisfy the spousal consent requirements if the Advisory Committee
establishes the Participant does not have a spouse, the Advisory Committee is
not able to locate the Participant's spouse, the Participant is legally
separated or has been abandoned (within the meaning of State law) and the
Participant has a court order to that effect, or other circumstances exist
under which the Secretary of the Treasury will excuse the consent requirement.
If the Participant's spouse is legally incompetent to give consent, the
spouse's legal guardian (even if the guardian is the Participant) may give
consent.

6.06 WAIVER ELECTION - PRERETIREMENT SURVIVOR ANNUITY. The Advisory
Committee must provide a written explanation of the preretirement survivor
annuity to each married Participant, within the following period which ends
last: (1) the period beginning on the First day of the Plan Year in which the
Participant attains age 32 and ending on the last day of the Plan Year in which
the Participant attains age 34; (2) a reasonable period after an Employee
becomes a Participant; (3) a reasonable period after the joint and survivor
rules become applicable to the Participant; or (4) a reasonable period after a
fully subsidized preretirement survivor annuity no longer satisfies the
requirements for a fully subsidized benefit. A reasonable period described in
clauses (2), (3) and (4) is the period beginning one year before and ending one
year after the applicable event. If the Participant separates from Service
before attaining age 35, clauses (1), (2), (3) and (4) do not apply and the
Advisory Committee must provide the written explanation within the period
beginning one year before and ending one year after the Separation from
Service. The written explanation must describe, in a manner consistent with
Treasury regulations, the terms and conditions of the preretirement survivor
annuity comparable to the explanation of the qualified joint and survivor
annuity required under Section 6.05. The Plan does not limit the number of
times the Participant may revoke a waiver of the preretirement survivor annuity
or make a new waiver during the election period.

A Participant's waiver election of the preretirement survivor annuity
is not valid unless (a) the Participant makes the waiver election no earlier
than the first day of the Plan Year in which he attains age 35 and (b) the
Participant's spouse (to whom the preretirement survivor annuity is payable)
satisfies the consent requirements described in Section 6.05, except the spouse
need not consent to the form of benefit payable to the designated Beneficiary.
The spouse's consent to the waiver of the preretirement survivor annuity is
irrevocable, unless the Participant revokes the waiver election. Irrespective
of the time of election requirement described in clause (a), if the Participant
separates from Service prior to the first day of the Plan Year in which he
attains age 35, the Advisory Committee will accept a waiver election as
respects the Participant's Accrued Benefit attributable to his Service prior to
his Separation from Service. Furthermore, if a Participant who has not
separated from Service makes a valid waiver election, except for the timing
requirement of clause (a), the Advisory Committee will accept that election as
valid, but only until the first day of the Plan Year in which the Participant
attains age 35. A waiver election described in this paragraph is not valid
unless made after the Participant has received the written explanation
described in this Section 6.06.

6.07 DISTRIBUTIONS UNDER DOMESTIC RELATIONS ORDERS. Nothing contained
in this Plan prevents the Trustee, in accordance with the direction of the
Advisory

6.10

<PAGE> 54
Committee, from complying with the provisions of a qualified domestic relations
order (as defined in Code Section 414(p)). This Plan specifically permits
distribution to an alternate payee under a qualified domestic relations order
at any time, irrespective of whether the Participant has attained his earliest
retirement age (as defined under Code Section 414(p)) under the Plan. A
distribution to an alternate payee prior to the Participant's attainment of
earliest retirement age is available only if. (1) the order specifies
distribution at that time or permits an agreement between the Plan and the
alternate payee to authorize an earlier distribution; and (2) if the present
value of the alternate payee's benefits under the Plan exceeds $3,500, and the
order requires, the alternate payee consents to any distribution occurring
prior to the Participant's attainment of earliest retirement age. The Employer,
in an addendum to its Adoption Agreement numbered 6.07, may elect to limit
distribution to an alternate payee only when the Participant has attained his
earliest retirement age under the Plan. Nothing in this Section 6.07 gives a
Participant a right to receive distribution at a time otherwise not permitted
under the Plan nor does it permit the alternate payee to receive a form of
payment not otherwise permitted under the Plan.

The Advisory Committee must establish reasonable procedures to
determine the qualified status of a domestic relations order. Upon receiving a
domestic relations order, the Advisory Committee promptly will notify the
Participant and any alternate payee named in the order, in writing, of the
receipt of the order and the Plan's procedures for determining the qualified
status of the order. Within a reasonable period of time after receiving the
domestic relations order, the Advisory Committee must determine the qualified
status of the order and must notify the Participant and each alternate payee,
in writing, of its determination. The Advisory Committee must provide notice
under this paragraph by mailing to the individual's address specified in the
domestic relations order, or in a manner consistent with Department of Labor
regulations.

If any portion of the Participant's Nonforfeitable Accrued Benefit is
payable during the period the Advisory Committee is making its determination of
the qualified status of the domestic relations order, the Advisory Committee
must make a separate accounting of the amounts payable. If the Advisory
Committee determines the order is a qualified domestic relations order within
18 months of the date amounts First are payable following receipt of the order,
the Advisory Committee Will direct the Trustee to distribute the payable
amounts in accordance with the order. If the Advisory Committee does not make
its determination of the qualified status of the order within the 18-month
determination period, the Advisory Committee will direct the Trustee to
distribute the payable amounts in the manner the Plan would distribute if the
order did not exist and will apply the order prospectively if the Advisory
Committee later determines the order is a qualified domestic relations order.

To the extent it is not inconsistent with the provisions of the
qualified domestic relations order, the Advisory Committee may direct the
Trustee to invest any partitioned amount in a segregated subaccount or separate
account and to invest the account in Federally insured, interest-bearing
savings account(s) or time deposit(s) (or a combination of both), or in other
fixed income investments. A segregated subaccount remains a part of the Trust,
but it alone shares in any income it earns, and it alone bears any expense or
loss it incurs. The Trustee will make any payments

6.11

<PAGE> 55

or distributions required under this Section 6.07 by separate benefit checks or
other separate distribution to the alternate payee(s).

* * * * * * * * * * * * * * * *

6.12

<PAGE> 56

ARTICLE VII
EMPLOYER ADMINISTRATIVE PROVISIONS

7.01 INFORMATION TO COMMITTEE. The Employer must supply current
information to the Advisory Committee as to the name, date of birth, date of
employment, annual compensation, leaves of absence, Years of Service and date
of termination of employment of each Employee who is, or who will be eligible
to become, a Participant under the Plan, together with any other information
which the Advisory Committee considers necessary. The Employer's records as to
the current information the Employer furnishes to the Advisory Committee are
conclusive as to all persons.

7.02 NO LIABILITY. The Employer assumes no obligation or
responsibility to any of its Employees, Participants or Beneficiaries for any
act of, or failure to act, on the part of its Advisory Committee (unless the
Employer is the Advisory Committee), the Trustee, the Custodian, if any, or the
Plan Administrator (unless the Employer is the Plan Administrator).

7.03 INDEMNITY OF CERTAIN FIDUCIARIES. The Employer indemnities and
saves harmless the Plan Administrator and the members of the Advisory
Committee, and each of them, from and against any and all loss resulting from
liability to which the Plan Administrator and the Advisory Committee, or the
members of the Advisory Committee, may be subjected by reason of any act or
conduct (except willful misconduct or gross negligence) in their official
capacities in the administration of this Trust or Plan or both, including all
expenses reasonably incurred in their defense, in case the Employer fails to
provide such defense. The indemnification provisions of this Section 7.03 do
not relieve the Plan Administrator or any Advisory Committee member from any
liability he may have under ERISA for breach of a fiduciary duty. Furthermore,
the Plan Administrator and the Advisory Committee members and the Employer may
execute a letter agreement further delineating the indemnification agreement of
this Section 7.03, provided the letter agreement must be consistent with and
does not violate ERISA. The indemnification provisions of this Section 7.03
extend to the Trustee (or to a Custodian, if any) solely to the extent provided
by a letter agreement executed by the Trustee (or Custodian) and the Employer.

7.04 EMPLOYER DIRECTION OF INVESTMENT. The Employer has the right to
direct the Trustee with respect to the investment and re-investment of assets
comprising the Trust Fund only if the Trustee consents in writing to permit
such direction. If the Trustee consents to Employer direction of investment,
the Trustee and the Employer must execute a letter agreement as a part of this
Plan containing such conditions, limitations and other provisions they deem
appropriate before the Trustee will follow any Employer direction as respects
the investment or re-investment of any part of the Trust Fund.

7.05 AMENDMENT TO VESTING SCHEDULE. Though the Employer reserves the
right to amend the vesting schedule at any time, the Advisory Committee will
not apply the amended vesting schedule to reduce the Nonforfeitable percentage
of any Participant's Accrued Benefit derived from Employer contributions
(determined as of the later of the date the Employer adopts the amendment, or
the date the amendment becomes effective) to a percentage less than the

7.01

<PAGE> 57

Nonforfeitable percentage computed under the Plan without regard to the
amendment. An amended vesting schedule will apply to a Participant only if the
Participant receives credit for at least one Hour of Service after the new
schedule becomes effective.

If the Employer makes a permissible amendment to the vesting schedule,
each Participant having at least 3 Years of Service with the Employer may elect
to have the percentage of his Nonforfeitable Accrued Benefit computed under the
Plan without regard to the amendment. For Plan Years beginning prior to January
1, 1989, the election described in the preceding sentence applies only to
Participants having at least 5 Years of Service with the Employer. The
Participant must file his election with the Advisory Committee, within 60 days
of the latest of (a) the Employer's adoption of the amendment; (b) the
effective date of the amendment, or (c) his receipt of a copy of the amendment.
The Advisory Committee, as soon as practicable, must forward a true copy of any
amendment to the vesting schedule to each affected by Participant, together
with an explanation of the effect of the amendment, the appropriate form upon
which the Participant may make an election to remain under the vesting schedule
provided under the Plan prior to the amendment and notice of the time within
which the Participant must make an election to remain under the prior vesting
schedule. The election described in this Section 7.05 does not apply to a
Participant if the amended vesting schedule provides for vesting at least as
rapid at all times as the vesting schedule in effect prior to the amendment.
For purposes of this Section 7.05, an amendment to the vesting schedule
includes any Plan amendment which directly or indirectly affects the
computation of the Nonforfeitable percentage of an Employee's rights to his
Employer derived Accrued Benefit. Furthermore, the Advisory Committee must
treat any shift in the vesting schedule, due to a change in the Plan's top
heavy status, as an amendment to the vesting schedule for purposes of this
Section 7.05.

* * * * * * * * * * * * * * * *

7.02

<PAGE> 58

ARTICLE VIII
PARTICIPANT ADMINISTRATIVE PROVISIONS

8.01 BENEFICIARY DESIGNATION. Any Participant may from time to time
designate, in writing, any person or persons, contingently or successively, to
whom the Trustee will pay his Nonforfeitable Accrued Benefit (including any
life insurance proceeds payable to the Participant's Account) in the event of
his death and the Participant may designate the form and method of payment. The
Advisory Committee will prescribe the form for the written designation of
Beneficiary and, upon the Participant's filing the form with the Advisory
Committee, the form effectively revokes all designations filed prior to that
date by the same Participant.

(A) COORDINATION WITH SURVIVOR REQUIREMENTS. If the joint and survivor
requirements of Article VI apply to the Participant, this Section 8.01 does not
impose any special spousal consent requirements on the Participant's
Beneficiary designation. However, in the absence of spousal consent (as
required by Article VI) to the Participant's Beneficiary designation: (1) any
waiver of the joint and survivor annuity or of the preretirement survivor
annuity is not valid; and (2) if the Participant dies prior to his annuity
starting date, the Participant's Beneficiary designation will apply only to the
portion of the death benefit which is not payable as a preretirement survivor
annuity. Regarding clause (2), if the Participant's surviving spouse is a
primary Beneficiary under the Participant's Beneficiary designation, the
Trustee will satisfy the spouse's interest in the Participant's death benefit
First from the portion which is payable as a preretirement survivor annuity.

(B) PROFIT SHARING PLAN EXCEPTION. If the Plan is a profit sharing plan, the
Beneficiary designation of a married Exempt Participant is not valid unless the
Participant's spouse consents (in a manner described in Section 6.05) to the
Beneficiary designation. An "Exempt Participant" is a Participant who is not
subject to the joint and survivor requirements of Article VI. The spousal
consent requirement in this paragraph does not apply if the Exempt Participant
and his spouse are not married throughout the one year period ending on the
date of the Participant's death, or if the Participant's spouse is the
Participant's sole primary Beneficiary.

8.02 NO BENEFICIARY DESIGNATION/DEATH OF BENEFICIARY. If a Participant
fails to name a Beneficiary in accordance with Section 8.01, or if the
Beneficiary named by a Participant predeceases him, then the Trustee will pay
the Participant's Nonforfeitable Accrued Benefit in accordance with Section
6.02 in the following order of priority, unless the Employer specifies a
different order of priority in an addendum to its Adoption Agreement, to:

(a) The Participant's surviving spouse;

(b) The Participant's surviving children, including adopted
children, in equal shares;

8.01

<PAGE> 59

(d) The Participant's estate.

If the Beneficiary does not predecease the Participant, but dies prior
to distribution of the Participant's entire Nonforfeitable Accrued Benefit, the
Trustee will pay the remaining Nonforfeitable Accrued Benefit to the
Beneficiary's estate unless the Participant's Beneficiary designation provides
otherwise or unless the Employer provides otherwise in its Adoption Agreement.
If the Plan is a profit sharing plan, and the Plan includes Exempt
Participants, the Employer may not specify a different order of priority in the
Adoption Agreement unless the Participant's surviving spouse will be First in
the different order of priority. The Advisory Committee will direct the Trustee
as to the method and to whom the Trustee will make payment under this Section
8.02.

8.03 PERSONAL DATA TO COMMITTEE. Each Participant and each Beneficiary
of a deceased Participant must furnish to the Advisory Committee such evidence,
data or information as the Advisory Committee considers necessary or desirable
for the purpose of administering the Plan. The provisions of this Plan are
effective for the benefit of each Participant upon the condition precedent that
each Participant will furnish promptly full, true and complete evidence, data
and information when requested by the Advisory Committee, provided the Advisory
Committee advises each Participant of the effect of his failure to comply with
its request.

8.04 ADDRESS FOR NOTIFICATION. Each Participant and each Beneficiary
of a deceased Participant must file with the Advisory Committee from time to
time, in writing, his post office address and any change of post office
address. Any communication, statement or notice addressed to a Participant,
or Beneficiary, at his last post office address filed with the Advisory
Committee, or as shown on the records of the Employer, binds the Participant,
or Beneficiary, for all purposes of this Plan.

8.05 ASSIGNMENT OR ALIENATION. Subject to Code Section 414(p) relating
to qualified domestic relations orders, neither a Participant nor a Beneficiary
may anticipate, assign or alienate (either at law or in equity) any benefit
provided under the Plan, and the Trustee will not recognize any such
anticipation, assignment or alienation. Furthermore, a benefit under the Plan
is not subject to attachment, garnishment, levy, execution or other legal or
equitable process.

8.06 NOTICE OF CHANGE IN TERMS. The Plan Administrator, within the
time prescribed by ERISA and the applicable regulations, must furnish all
Participants and Beneficiaries a summary description of any material amendment
to the Plan or notice of discontinuance of the Plan and all other information
required by ERISA to be furnished without charge.

8.07 LITIGATION AGAINST THE TRUST. A court of competent jurisdiction
may authorize any appropriate equitable relief to redress violations of ERISA
or to enforce any provisions of ERISA or the terms of the Plan. A fiduciary may
receive reimbursement of expenses properly and actually incurred in the
performance of his duties with the Plan.

8.02

<PAGE> 60

8.08 INFORMATION AVAILABLE. Any Participant in the Plan or any
Beneficiary may examine copies of the Plan description, latest annual report,
any bargaining agreement, this Plan and Trust, contract or any other instrument
under which the Plan was established or is operated. The Plan Administrator
will maintain all of the items listed in this Section 8.08 in his office, or in
such other place or places as he may designate from time to time in order to
comply with the regulations issued under ERISA, for examination during
reasonable business hours. Upon the written request of a Participant or
Beneficiary the Plan Administrator must furnish him with a copy of any item
listed in this Section 8.08. The Plan Administrator may make a reasonable
charge to the requesting person for the copy so furnished.

8.09 APPEAL PROCEDURE FOR DENIAL OF BENEFITS. A Participant or a
Beneficiary ("Claimant") may file with the Advisory Committee a written claim
for benefits, if the Participant or Beneficiary determines the distribution
procedures of the Plan have not provided him his proper Nonforfeitable Accrued
Benefit. The Advisory Committee must render a decision on the claim within 60
days of the Claimant's written claim for benefits. The Plan Administrator must
provide adequate notice in writing to the Claimant whose claim for benefits
under the Plan the Advisory Committee has denied. The Plan Administrator's
notice to the Claimant must set forth:

(a) The specific reason for the denial;

(b) Specific references to pertinent Plan provisions on which the
Advisory Committee based its denial;

(c) A description of any additional material and information
needed for the Claimant to perfect his claim and an explanation of why
the material or information is needed, and

(d) That any appeal the Claimant wishes to make of the adverse
determination must be in writing to the Advisory Committee within 75
days after receipt of the Plan Administrator's notice of denial of
benefits. The Plan Administrator's notice must further advise the
Claimant that his failure to appeal the action to the Advisory
Committee in writing within the 75-day period will render the Advisory
Committee's determination final, binding and conclusive.

If the Claimant should appeal to the Advisory Committee, he, or his
duly authorized representative, may submit, in writing, whatever issues and
comments he, or his duly authorized representative, feels are pertinent. The
Claimant, or his duly authorized representative, may review pertinent Plan
documents. The Advisory Committee will re-examine all facts related to the
appeal and make a final determination as to whether the denial of benefits is
justified under the circumstances. The Advisory Committee must advise the
Claimant of its decision within 60 days of the Claimant's written request for
review, unless special circumstances (such as a hearing) would make the
rendering of a decision within the 60-day limit unfeasible, but in no event may
the Advisory

8.03

<PAGE> 61
Committee render a decision respecting a denial for a claim for benefits later
than 120 days after its receipt of a request for review.

The Plan Administrator's notice of denial of benefits must identify
the name of each member of the Advisory Committee and the name and address of
the Advisory Committee member to whom the Claimant may forward his appeal.

8.10 PARTICIPANT DIRECTION OF INVESTMENT. A Participant has the right
to direct the Trustee with respect to the investment or re-investment of the
assets comprising the Participant's individual Account only if the Trustee
consents in writing to permit such direction. If the Trustee consents to
Participant direction of investment, the Trustee will accept direction from
each Participant on a written election form (or other written agreement), as a
part of this Plan, containing such conditions, limitations and other provisions
the parties deem appropriate. The Trustee or, with the Trustee's consent, the
Advisory Committee, may establish written procedures, incorporated specifically
as part of this Plan, relating to Participant direction of investment under
this Section 8.10. The Trustee will maintain a segregated investment Account to
the extent a Participant's Account is subject to Participant self-direction.
The Trustee is not liable for any loss, nor is the Trustee liable for any
breach, resulting from a Participant's direction of the investment of any part
of his directed Account.

The Advisory Committee, to the extent provided in a written loan
policy adopted under Section 9.04, will treat a loan made to a Participant as a
Participant direction of investment under this Section 8.10. To the extent of
the loan outstanding at any time, the borrowing Participant's Account alone
shares in any interest paid on the loan, and it alone bears any expense or loss
it incurs in connection with the loan. The Trustee may retain any principal or
interest paid on the borrowing Participant's loan in an interest bearing
segregated Account on behalf of the borrowing Participant until the Trustee (or
the Named Fiduciary, in the case of a nondiscretionary Trustee) deems it
appropriate to add the amount paid to the Participant's separate Account under
the Plan.

If the Trustee consents to Participant direction of investment of his
Account, the Plan treats any post-December 31, 1981, investment by a
Participant's directed Account in collectibles (as defined by Code Section
408(m)) as a deemed distribution to the Participant for Federal income tax
purposes.

* * * * * * * * * * * * * * * *

8.04

<PAGE> 62

ARTICLE IX
ADVISORY COMMITTEE - DUTIES WITH RESPECT
TO PARTICIPANTS ACCOUNTS

9.01 MEMBERS' COMPENSATION. EXPENSES. The Employer must appoint an
Advisory Committee to administer the Plan, the members of which may or may not
be Participants in the Plan, or which may be the Plan Administrator acting
alone. In the absence of an Advisory Committee appointment, the Plan
Administrator assumes the powers, duties and responsibilities of the Advisory
Committee. The members of the Advisory Committee will serve without
compensation for services as such, but the Employer will pay all expenses of
the Advisory Committee, except to the extent the Trust properly pays for such
expenses, pursuant to Article X.

9.02 TERM. Each member of the Advisory Committee serves until the
appointment of his successor.

9.03 POWERS. In case of a vacancy in the membership of the Advisory
Committee, the remaining members of the Advisory Committee may exercise any and
all of the powers, authority, duties and discretion conferred upon the Advisory
Committee pending the filling of the vacancy.

9.04 GENERAL. The Advisory Committee has the following powers and
duties:

(a) To select a Secretary, who need not be a member of the
Advisory Committee;

(b) To determine the rights of eligibility of an Employee to
participate in the Plan, the value of a Participant's Accrued Benefit
and the Nonforfeitable percentage of each Participant's Accrued
Benefit;

(c) To adopt rules of procedure and regulations necessary for the
proper and efficient administration of the Plan provided the rules are
not inconsistent with the terms of this Agreement;

(d) To construe and enforce the terms of the Plan and the rules
and regulations it adopts, including interpretation of the Plan
documents and documents related to the Plan's operation;

(e) To direct the Trustee as respects the crediting and
distribution of the Trust;

(f) To review and render decisions respecting a claim for (or
denial of a claim for) a benefit under the Plan;

(g) To furnish the Employer with information which the Employer
may require for tax or other purposes;

9.01

<PAGE> 63

(h) To engage the service of agents whom it may deem advisable to
assist it with the performance of its duties;

(i) To engage the services of an Investment Manager or Managers
(as defined in ERISA Section 3(38)), each of whom will have full power
and authority to manage, acquire or dispose (or direct the Trustee
with respect to acquisition or disposition) of any Plan asset under
its control;

(j) To establish, in its sole discretion, a nondiscriminatory
policy (see Section 9.04(A)) which the Trustee must observe in making
loans, if any, to Participants and Beneficiaries; and

(k) To establish and maintain a funding standard account and to
make credits and charges to the account to the extent required by and
in accordance with the provisions of the Code.

The Advisory Committee must exercise all of its powers, duties and
discretion under the Plan in a uniform and nondiscriminatory manner.

(A) LOAN POLICY. If the Advisory Committee adopts a loan policy, pursuant to
paragraph (j), the loan policy must be a written document and must include: (1)
the identity of the person or positions authorized to administer the
participant loan program; (2) a procedure for applying for the loan; (3) the
criteria for approving or denying a loan; (4) the limitations, if any, on the
types and amounts of loans available; (5) the procedure for determining a
reasonable rate of interest; (6) the types of collateral which may secure the
loan; and (7) the events constituting default and the steps the Plan will take
to preserve plan assets in the event of default. This Section 9.04 specifically
incorporates a written loan policy as part of the Employer's Plan.

9.05 FUNDING POLICY. The Advisory Committee will review, not less
often than annually, all pertinent Employee information and Plan data in order
to establish the funding policy of the Plan and to determine the appropriate
methods of carrying out the Plan's objectives. The Advisory Committee must
communicate periodically, as it deems appropriate, to the Trustee and to any
Plan Investment Manager the Plan's short-term and long-term financial needs so
investment policy can be coordinated with Plan financial requirements.

9.06 MANNER OF ACTION. The decision of a majority of the members
appointed and qualified controls.

9.07 AUTHORIZED REPRESENTATIVE. The Advisory Committee may authorize
any one of its members, or its Secretary to sign on its behalf any notices,
directions, applications, certificates, consents, approvals, waivers, letters
or other documents. The Advisory Committee must evidence this authority by an
instrument signed by all members and filed with the Trustee.

9.02

<PAGE> 64

9.08 INTERESTED MEMBER. No member of the Advisory Committee may decide
or determine any matter concerning the distribution, nature or method of
settlement of his own benefits under the Plan, except in exercising an election
available to that member in his capacity as a Participant, unless the Plan
Administrator is acting alone in the capacity of the Advisory Committee.

9.09 INDIVIDUAL ACCOUNTS. The Advisory Committee will maintain, or
direct the Trustee to maintain, a separate Account, or multiple Accounts, in
the name of each Participant to reflect the Participant's Accrued Benefit under
the Plan. If a Participant re-enters the Plan subsequent to his having a
Forfeiture Break in Service, the Advisory Committee, or the Trustee, must
maintain a separate Account for the Participant's pre-Forfeiture Break in
Service Accrued Benefit and a separate Account for his post-Forfeiture Break in
Service Accrued Benefit, unless the Participant's entire Accrued Benefit under
the Plan is 100% Nonforfeitable.

The Advisory Committee will make its allocations, or request the
Trustee to make its allocations, to the Accounts of the Participants in
accordance with the provisions of Section 9.11. The Advisory Committee may
direct the Trustee to maintain a temporary segregated investment Account in the
name of a Participant to prevent a distortion of income, gain or loss
allocations under Section 9.11. The Advisory Committee must maintain records of
its activities.

9.10 VALUE OF PARTICIPANTS ACCRUED BENEFIT. The value of each
Participant's Accrued Benefit consists of that proportion of the net worth (at
fair market value) of the Employer's Trust Fund which the net credit balance in
his Account (exclusive of the cash value of incidental benefit insurance
contracts) bears to the total net credit balance in the Accounts (exclusive of
the cash value of the incidental benefit insurance contracts) of all
Participants plus the cash surrender value of any incidental benefit insurance
contracts held by the Trustee on the Participant's life.

For purposes of a distribution under the Plan, the value of a
Participant's Accrued Benefit is its value as of the valuation date immediately
preceding the date of the distribution. Any distribution (other than a
distribution from a segregated Account) made to a Participant (or to his
Beneficiary) more than 90 days after the most recent valuation date may include
interest on the amount of the distribution as an expense of the Trust Fund. The
interest, if any, accrues from such valuation date to the date of the
distribution at the rate established in the Employer's Adoption Agreement.

9.11 ALLOCATION AND DISTRIBUTION OF NET INCOME GAIN OR LOSS. A
"valuation date" under this Plan is each Accounting Date and each interim
valuation date determined under Section 10.14. As of each valuation date the
Advisory Committee must adjust Accounts to reflect net income, gain or loss
since the last valuation date. The valuation period is the period beginning the
day after the last valuation date and ending on the current valuation date.

(A) TRUST FUND ACCOUNTS. The allocation provisions of this paragraph apply to
all Participant Accounts other than segregated investment Accounts. The
Advisory Committee first will adjust the Participant Accounts, as those
Accounts stood at the beginning of the current valuation period, by reducing
the Accounts for any forfeitures arising under Section 5.09 or under Section
9.14, for

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amounts charged during the valuation period to the Accounts in accordance with
Section 9.13 (relating to distributions) and Section 11.01 (relating to
insurance premiums), and for the cash value of incidental benefit insurance
contracts. The Advisory Committee then, subject to the restoration allocation
requirements of Section 5.04 or of Section 9.14, will allocate the net income,
gain or loss pro rata to the adjusted Participant Accounts. The allocable net
income, gain or loss is the net income (or net loss), including the increase or
decrease in the fair market value of assets, since the last valuation date.

(B) SEGREGATED INVESTMENT ACCOUNTS. A segregated investment Account receives
all income it earns and bears all expense or loss it incurs. The Advisory
Committee will adopt uniform and nondiscriminatory procedures for determining
income or loss of a segregated investment Account in a manner which reasonably
reflects investment directions relating to pooled investments and investment
directions occurring during a valuation period. As of the valuation date, the
Advisory Committee must reduce a segregated Account for any forfeiture arising
under Section 5.09 after the Advisory Committee has made all other allocations,
changes or adjustments to the Account for the Plan Year.

(C) ADDITIONAL RULES. An Excess Amount or suspense account described in Part 2
of Article III does not share in the allocation of net income, gain or loss
described in this Section 9.11. If the Employer maintains its Plan under a Code
Section 401(k) Adoption Agreement, the Employer may specify in its Adoption
Agreement alternate valuation provisions authorized by that Adoption Agreement
This Section 9.11 applies solely to the allocation of net income, gain or loss
of the Trust. The Advisory Committee will allocate the Employer contributions
and Participant forfeitures, if any, in accordance with Article III.

9.12 INDIVIDUAL STATEMENT. As soon as practicable after the Accounting
Date of each Plan Year, but within the time prescribed by ERISA and the
regulations under ERISA, the Plan Administrator will deliver to each
Participant (and to each Beneficiary) a statement reflecting the condition of
his Accrued Benefit in the Trust as of that date and such other information
ERISA requires be furnished the Participant or Beneficiary. No Participant,
except a member of the Advisory Committee, has the right to inspect the records
reflecting the Account of any other Participant

9.13 ACCOUNT CHARGED. The Advisory Committee will charge a
Participant's Account for all distributions made from that Account to the
Participant, to his Beneficiary or to an alternate payee. The Advisory
Committee also will charge a Participant's Account for any administrative
expenses incurred by the Plan directly related to that Account.

9.14 UNCLAIMED ACCOUNT PROCEDURE. The Plan does not require either the
Trustee or the Advisory Committee to search for, or to ascertain the
whereabouts of, any Participant or Beneficiary. At the time the Participant's
or Beneficiary's benefit becomes distributable under Article VI, the Advisory
Committee, by certified or registered mail addressed to his last known address
of record with the Advisory Committee or the Employer, must notify any
Participant, or Beneficiary, that he is entitled to a distribution under this
Plan. The notice must quote the provisions

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of this Section 9.14 and otherwise must comply with the notice requirements of
Article VI. If the Participant, or Beneficiary, fails to claim his distributive
share or make his whereabouts known in writing to the Advisory Committee within
6 months from the date of mailing of the notice, the Advisory Committee will
treat the Participant's or Beneficiary's unclaimed payable Accrued Benefit as
forfeited and will reallocate the unclaimed payable Accrued Benefit in
accordance with Section 3.05. A forfeiture under this paragraph will occur at
the end of the notice period or, if later, the earliest date applicable
Treasury regulations would permit the forfeiture. Pending forfeiture, the
Advisory Committee, following the expiration of the notice period, may direct
the Trustee to segregate the Nonforfeitable Accrued Benefit in a segregated
Account and to invest that segregated Account in Federally insured interest
bearing savings accounts or time deposits (or in a combination of both), or in
other fixed income investments.

If a Participant or Beneficiary who has incurred a forfeiture of his
Accrued Benefit under the provisions of the first paragraph of this Section
9.14 makes a claim, at any time, for his forfeited Accrued Benefit, the
Advisory Committee must restore the Participant's or Beneficiary's forfeited
Accrued Benefit to the same dollar amount as the dollar amount of the Accrued
Benefit forfeited, unadjusted for any gains or losses occurring subsequent to
the date of the forfeiture. The Advisory Committee will make the restoration
during the Plan Year in which the Participant or Beneficiary makes the claim,
first from the amount, if any, of Participant forfeitures the Advisory
Committee otherwise would allocate for the Plan Year, then from the amount, if
any, of the Trust Fund net income or gain for the Plan Year and then from the
amount, or additional amount, the Employer contributes to enable the Advisory
Committee to make the required restoration. The Advisory Committee must direct
the Trustee to distribute the Participant's or Beneficiary's restored Accrued
Benefit to him not later than 60 days after the close of the Plan Year in which
the Advisory Committee restores the forfeited Accrued Benefit. The forfeiture
provisions of this Section 9.14 apply solely to the Participant's or to the
Beneficiary's Accrued Benefit derived from Employer contributions.

* * * * * * * * * * * * * * * *

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ARTICLE X
CUSTODIAN/TRUSTEE, POWERS AND DUTIES

10.01 ACCEPTANCE. The Trustee accepts the Trust created under the Plan
and agrees to perform the obligations imposed. The Trustee must provide bond
for the faithful performance of its duties under the Trust to the extent
required by ERISA.

10.02 RECEIPT OF CONTRIBUTIONS. The Trustee is accountable to the
Employer for the funds contributed to it by the Employer, but does not have any
duty to see that the contributions received comply with the provisions of the
Plan. The Trustee is not obliged to collect any contributions from the
Employer, nor is obliged to see that funds deposited with it are deposited
according to the provisions of the Plan.

10.03 INVESTMENT POWERS.

[A] DISCRETIONARY TRUSTEE DESIGNATION. If the Employer, in Adoption Agreement
Section 1.02, designates the Trustee to administer the Trust as a discretionary
Trustee, then the Trustee has full discretion and authority with regard to the
investment of the Trust Fund, except with respect to a Plan asset under the
control or direction of a properly appointed Investment Manager or with respect
to a Plan asset properly subject to Employer, Participant or Advisory Committee
direction of investment. The Trustee must coordinate its investment policy with
Plan financial needs as communicated to it by the Advisory Committee. The
Trustee is authorized and empowered, but not by way of limitation, with the
following powers, rights and duties:

(a) To invest any part or all of the Trust Fund in any common
or preferred stocks, open-end or closed-end mutual funds, put and call
options traded on a national exchange, United States retirement plan
bonds, corporate bonds, debentures, convertible debentures, commercial
paper, U.S. Treasury bills, U.S. Treasury notes and other direct or
indirect obligations of the United States Government or its agencies,
improved or unimproved real estate situated in the United States,
limited partnerships, insurance contracts of any type, mortgages,
notes or other property of any kind, real or personal, to buy or sell
options on common stock on a nationally recognized exchange with or
without holding the underlying common stock, to buy and sell
commodities, commodity options and contracts for the future delivery
of commodities, and to make any other investments the Trustee deems
appropriate, as a prudent man would do under like circumstances with
due regard for the purposes of this Plan. Any investment made or
retained by the Trustee in good faith is proper but must be of a kind
constituting a diversification considered by law suitable for trust
investments.

(b) To retain in cash so much of the Trust Fund as it may
deem advisable to satisfy liquidity needs of the Plan and to deposit
any cash held in the Trust Fund in a bank account at reasonable
interest.

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<PAGE> 68

(c) To invest, if the Trustee is a bank or similar financial
institution supervised by the United States or by a State, in any type
of deposit of the Trustee (or of a bank related to the Trustee within
the meaning of Code Section 414(b)) at a reasonable rate of interest
or in a common trust fund, as described in Code Section 584, or in a
collective investment fund, the provisions of which govern the
investment of such assets and which the Plan incorporates by this
reference, which the Trustee (or its affiliate, as defined in Code
Section 1504) maintains exclusively for the collective investment of
money contributed by the bank (or the affiliate) in its capacity as
trustee and which conforms to the rules of the Comptroller of the
Currency.

(d) To manage, sell, contract to sell, grant options to
purchase, convey, exchange, transfer, abandon, improve, repair,
insure, lease for any term even though commencing in the future or
extending beyond the term of the Trust, and otherwise deal with all
property, real or personal, in such manner, for such considerations
and on such terms and conditions as the Trustee decides.

(e) To credit and distribute the Trust as directed by the
Advisory Committee. The Trustee is not obliged to inquire as to
whether any payee or distributee is entitled to any payment or whether
the distribution is proper or within the terms of the Plan, or as to
the manner of making any payment or distribution. The Trustee is
accountable only to the Advisory Committee for any payment or
distribution made by it in good faith on the order or direction of the
Advisory Committee.

(f) To borrow money, to assume indebtedness, extend mortgages
and encumber by mortgage or pledge.

(g) To compromise, contest, arbitrate or abandon claims and
demands, in its discretion.

(h) To have with respect to the Trust all of the rights of an
individual owner, including the power to give proxies, to participate
in any voting trusts, mergers, consolidations or liquidations, and to
exercise or sell stock subscriptions or conversion rights.

(i) To lease for oil, gas and other mineral purposes and to
create mineral severances by grant or reservation; to pool or unitize
interests in oil, gas and other minerals; and to enter into operating
agreements and to execute division and transfer orders.

(j) To hold any securities or other property in the name of
the Trustee or its nominee, with depositories or agent depositories or
in another form as it may deem best, with or without disclosing the
trust relationship.

(k) To perform any and all other acts in its judgment
necessary or appropriate for the proper and advantageous management,
investment and distribution of the Trust.

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<PAGE> 69

(l) To retain any funds or property subject to any dispute
without liability for the payment of interest, and to decline to make
payment or delivery of the funds or property until final adjudication
is made by a court of competent jurisdiction.

(m) To file all tax returns required of the Trustee.

(n) To furnish to the Employer, the Plan Administrator and
the Advisory Committee an annual statement of account showing the
condition of the Trust Fund and all investments, receipts,
disbursements and other transactions effected by the Trustee during
the Plan Year covered by the statement and also stating the assets of
the Trust held at the end of the Plan Year, which accounts are
conclusive on all persons, including the Employer, the Plan
Administrator and the Advisory Committee, except as to any act or
transaction concerning which the Employer, the Plan Administrator or
the Advisory Committee files with the Trustee written exceptions or
objections within 90 days after the receipt of the accounts or for
which ERISA authorizes a longer period within which to object.

(o) To begin, maintain or defend any litigation necessary in
connection with the administration of the Plan, except that the
Trustee is not obliged or required to do so unless indemnified to its
satisfaction.

[B] NONDISCRETIONARY TRUSTEE DESIGNATION/APPOINTMENT OF CUSTODIAN. If the
Employer, in its Adoption Agreement Section 1.02, designates the Trustee to
administer the Trust as a nondiscretionary Trustee, then the Trustee will not
have any discretion or authority with regard to the investment of the Trust
Fund, but must act solely as a directed trustee of the funds contributed to it.
A nondiscretionary Trustee, as directed Trustee of the funds held by it under
the Employer's Plan, is authorized and empowered, by way of limitation, with
the following powers, rights and duties, each of which the nondiscretionary
Trustee exercises solely as directed trustee in accordance with the written
direction of the Named Fiduciary (except to the extent a Plan asset is subject
to the control and management of a properly appointed Investment Manager or
subject to Advisory Committee or Participant direction of investment):

(a) To invest any part or all of the Trust Fund in any common
or preferred stocks, open-end or closed-end mutual funds, put and call
options traded on a national exchange, United States retirement plan
bonds, corporate bonds, debentures, convertible debentures, commercial
paper, U.S. Treasury bills, U.S. Treasury notes and other direct or
indirect obligations of the United States Government or its agencies,
improved or unimproved real estate situated in the United States,
limited partnerships, insurance contracts of any type, mortgages,
notes or other property of any kind, real or personal, to buy or sell
options on common stock on a nationally recognized options exchange
with or without holding the underlying common stock, to buy and sell
commodities, commodity options and contracts for the future delivery
of commodities, and to make any other investments the Named Fiduciary
deems appropriate.

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<PAGE> 70

(b) To retain in cash so much of the Trust Fund as the Named
Fiduciary may direct in writing to satisfy liquidity needs of the Plan
and to deposit any cash held in the Trust Fund in a bank account at
reasonable interest, including, specific authority to invest in any
type of deposit of the Trustee (or of a bank related to the Trustee
within the meaning of Code Section 414(b)) at a reasonable rate of
interest.

(c) To sell, contract to sell, grant options to purchase,
convey, exchange, transfer, abandon, improve, repair, insure, lease
for any term even though commencing in the future or extending beyond
the term of the Trust, and otherwise deal with all property, real or
personal, in such manner, for such considerations and on such terms
and conditions as the Named Fiduciary directs in writing.

(d) To credit and distribute the Trust as directed by the
Advisory Committee. The Trustee is not obliged to inquire as to
whether any payee or distributee is entitled to any payment or whether
the distribution is proper or within the terms of the Plan, or as to
the manner of making any payment or distribution. The Trustee is
accountable only to the Advisory Committee for any payment or
distribution made by it in good faith on the order or direction of the
Advisory Committee.

(e) To borrow money, to assume indebtedness, extend mortgages
and encumber by mortgage or pledge.

(f) To have with respect to the Trust all of the rights of an
individual owner, including the power to give proxies, to participate
in any voting trusts, mergers, consolidations or liquidations, and to
exercise or sell stock subscriptions or conversion rights, provided
the exercise of any such powers is in accordance with and at the
written direction of the Named Fiduciary.

(g) To lease for oil, gas and other mineral purposes and to
create mineral severances by grant or reservation; to pool or unitize
interests in oil, gas and other minerals; and to enter into operating
agreements and to execute division and transfer orders, provided the
exercise of any such powers is in accordance with and at the written
direction of the Named Fiduciary.

(h) To hold any securities or other property in the name of
the nondiscretionary Trustee or its nominee, with depositories or
agent depositories or in another form as the Named Fiduciary may deem
best, with or without disclosing the custodial relationship.

(i) To retain any funds or property subject to any dispute
without liability for the payment of interest, and to decline to make
payment or delivery of the funds or property until a court of
competent jurisdiction makes final adjudication.

(j) To file all tax returns required of the Trustee.

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<PAGE> 71

(k) To furnish to the Named Fiduciary, the Employer, the Plan
Administrator and the Advisory Committee an annual statement of
account showing the condition of the Trust Fund and all investments,
receipts, disbursements and other transactions effected by the
nondiscretionary Trustee during the Plan Year covered by the statement
and also stating the assets of the Trust held at the end of the Plan
Year, which accounts are conclusive on all persons, including the
Named Fiduciary, the Employer, the Plan Administrator and the Advisory
Committee, except as to any act or transaction concerning which the
Named Fiduciary, the Employer, the Plan Administrator or the Advisory
Committee files with the nondiscretionary Trustee written exceptions
or objections within 90 days after the receipt of the accounts or for
which ERISA authorizes a longer period within which to object.

(l) To begin, maintain or defend any litigation necessary in
connection with the administration of the Plan, except that the
Trustee is not obliged or required to do so unless indemnified to its
satisfaction.

APPOINTMENT OF CUSTODIAN. The Employer may appoint a Custodian under
the Plan, the acceptance by the Custodian indicated on the execution page of
the Employer's Adoption Agreement. If the Employer appoints a Custodian, the
Employer's Plan must have a discretionary Trustee, as described in Section
10.03[A]. A Custodian has the same powers, rights and duties as a
nondiscretionary Trustee, as described in this Section 10.03[B]. The Custodian
accepts the terms of the Plan and Trust by executing the Employer's Adoption
Agreement. Any reference in the Plan to a Trustee also is a reference to a
Custodian where the context of the Plan dictates. A limitation of the Trustee's
liability by Plan provision also acts as a limitation of the Custodian's
liability. Any action taken by the Custodian at the discretionary Trustee's
direction satisfies any provision in the Plan referring to the Trustee's taking
that action.

MODIFICATION OF POWERS/LIMITED RESPONSIBILITY. The Employer and the
Custodian or nondiscretionary Trustee, by letter agreement, may limit the
powers of the Custodian or nondiscretionary Trustee to any combination of
powers listed within this Section 10.03[B]. If there is a Custodian or a
nondiscretionary Trustee under the Employer's Plan, then the Employer, in
adopting this Plan acknowledges the Custodian or nondiscretionary Trustee has
no discretion with respect to the investment or re-investment of the Trust Fund
and that the Custodian or nondiscretionary Trustee is acting solely as
custodian or as directed trustee with respect to the assets comprising the
Trust Fund.

[C] LIMITATION OF POWERS OF CERTAIN CUSTODIANS. If a Custodian is a bank which,
under its governing state law, does not possess trust powers, then paragraphs
(a), (c), (e), (f), (g) of Section 10.03[B], Section 10.16 and Article XI do
not apply to that bank and that bank only has the power and authority to
exercise the remaining powers, rights and duties under Section 10.03[B].

[D] NAMED FIDUCIARY/LIMITATION OF LIABILITY OF NONDISCRETIONARY TRUSTEE OR
CUSTODIAN. Under a nondiscretionary Trustee designation, the Named Fiduciary
under the Employer's Plan has the sole responsibility for the management and
control of the Employer's Trust Fund, except with

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<PAGE> 72

respect to a Plan asset under the control or direction of a properly appointed
Investment Manager or with respect to a Plan asset properly subject to
Participant or Advisory Committee direction of investment If the Employer
appoints a Custodian, the Named Fiduciary is the discretionary Trustee. Under a
nondiscretionary Trustee designation, unless the Employer designates in writing
another person or persons to serve as Named Fiduciary, the Named Fiduciary
under the Plan is the president of a corporate Employer, the managing partner
of a partnership Employer or the sole proprietor, as appropriate. The Named
Fiduciary will exercise its management and control of the Trust Fund through
its written direction to the nondiscretionary Trustee or to the Custodian,
whichever applies to the Employer's Plan.

The nondiscretionary Trustee or Custodian has no duty to review or to
make recommendations regarding investments made at the written direction of the
Named Fiduciary. The nondiscretionary Trustee or Custodian must retain any
investment obtained at the written direction of the Named Fiduciary until
further directed in writing by the Named Fiduciary to dispose of such
investment. The nondiscretionary Trustee or Custodian is not liable in any
manner or for any reason for making, retaining or disposing of any investment
pursuant to any written direction described in this paragraph. Furthermore, the
Employer agrees to indemnify and to hold the nondiscretionary Trustee or
Custodian harmless from any damages, costs or expenses, including reasonable
counsel fees, which the nondiscretionary Trustee or Custodian may incur as a
result of any claim asserted against the nondiscretionary Trustee, the
Custodian or the Trust arising out of the nondiscretionary Trustee's or
Custodian's compliance with any written direction described in this paragraph.

[E] PARTICIPANT LOANS. This Section 10.03[E] specifically authorizes the
Trustee to make loans on a nondiscriminatory basis to a Participant or to a
Beneficiary in accordance with the loan policy established by the Advisory
Committee, provided: (1) the loan policy satisfies the requirements of Section
9.04; (2) loans are available to all Participants and Beneficiaries on a
reasonably equivalent basis and are riot available in a greater amount for
Highly Compensated Employees than for other Employees; (3) any loan is
adequately secured and bears a reasonable rate of interest; (4) the loan
provides for repayment within a specified time; (5) the default provisions of
the note prohibit offset of the Participant's Nonforfeitable Accrued Benefit
prior to the time the Trustee otherwise would distribute the Participant's
Nonforfeitable Accrued Benefit; (6) the amount of the loan does not exceed (at
the time the Plan extends the loan) the present value of the Participant's
Nonforfeitable Accrued Benefit; and (7) the loan otherwise conforms to the
exemption provided by Code Section 4975(d)(1). If the joint and survivor
requirements of Article VI apply to the Participant, the Participant may not
pledge any portion of his Accrued Benefit as security for a loan made after
August 18, 1985, unless, within the 90 day period ending on the date the pledge
becomes effective, the Participant's spouse, if any, consents (in a manner
described in Section 6.05 other than the requirement relating to the consent of
a subsequent spouse) to the security or, by separate consent, to an increase in
the amount of security. If the Employer is an unincorporated trade or business,
a Participant who is an Owner-Employee may not receive a loan from the Plan,
unless he has obtained a prohibited transaction exemption from the Department
of Labor. If the Employer is an "S Corporation," a Participant who is a
shareholder-employee (an employee or an officer) who, at any time during the
Employer's taxable year, owns more than 5%, either directly or by attribution
under

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<PAGE> 73

Code Section 318(a)(1), of the Employer's outstanding stock may not receive a
loan from the Plan, unless he has obtained a prohibited transaction exemption
from the Department of Labor. If the Employer is not an unincorporated trade or
business nor an "S Corporation," this Section 10.03[E] does not impose any
restrictions on the class of Participants eligible for a loan from the Plan.

[F] INVESTMENT IN QUALIFYING EMPLOYER SECURITIES AND QUALIFYING EMPLOYER REAL
PROPERTY. The investment options in this Section 10.03[F] include the ability
to invest in qualifying Employer securities or qualifying Employer Real
property, as defined in and as limited by ERISA. If the Employer's Plan is a
Nonstandardized profit sharing plan, it may elect in its Adoption Agreement to
permit the aggregate investments in qualifying Employer securities and in
qualifying Employer Real property to exceed 10% of the value of Plan assets.

10.04 RECORDS AND STATEMENTS. The records of the Trustee pertaining to
the Plan must be open to the inspection of the Plan Administrator, the Advisory
Committee and the Employer at all reasonable times and may be audited from time
to time by any person or persons as the Employer, Plan Administrator or
Advisory Committee may specify in writing. The Trustee must furnish the Plan
Administrator or Advisory Committee with whatever information relating to the
Trust Fund the Plan Administrator or Advisory Committee considers necessary.

10.05 FEES AND EXPENSES FROM FUND. A Trustee or Custodian will receive
reasonable annual compensation as may be agreed upon from time to time between
the Employer and the Trustee or Custodian. No person who is receiving full pay
from the Employer may receive compensation for services as Trustee or as
Custodian. The Trustee will pay from the Trust Fund all fees and expenses
reasonably incurred by the Plan, to the extent such fees and expenses are for
the ordinary and necessary administration and operation of the Plan, unless the
Employer pays such fees and expenses. Any fee or expense paid, directly or
indirectly, by the Employer is not an Employer contribution to the Plan,
provided the fee or expense relates to the ordinary and necessary
administration of the Fund.

10.06 PARTIES TO LITIGATION. Except as otherwise provided by ERISA, no
Participant or Beneficiary is a necessary party or is required to receive
notice of process in any court proceeding involving the Plan, the Trust Fund or
any fiduciary of the Plan. Any final judgment entered in any proceeding will be
conclusive upon the Employer, the Plan Administrator, the Advisory Committee,
the Trustee, Custodian, Participants and Beneficiaries.

10.07 PROFESSIONAL AGENTS. The Trustee may employ and pay from the
Trust Fund reasonable compensation to agents, attorneys, accountants and other
persons to advise the Trustee as in its opinion may be necessary. The Trustee
may delegate to any agent, attorney, accountant or other person selected by it
any non-Trustee power or duty vested in it by the Plan, and the Trustee may act
or refrain from acting on the advice or opinion of any agent, attorney,
accountant or other person so selected.

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<PAGE> 74

10.08 DISTRIBUTION OF CASH OR PROPERTY. The Trustee may make
distribution under the Plan in cash or property, or partly in each, at its fair
market value as determined by the Trustee. For purposes of a distribution to a
Participant or to a Participant's designated Beneficiary or surviving spouse,
"property" includes a Nontransferable Annuity Contract, provided the contract
satisfies the requirements of this Plan.

10.09 DISTRIBUTION DIRECTIONS. If no one claims a payment or
distribution made from the Trust, the Trustee must promptly notify the Advisory
Committee and then dispose of the payment in accordance with the subsequent
direction of the Advisory Committee.

10.10 THIRD PARTY/MULTIPLE TRUSTEES. No person dealing with the
Trustee is obligated to see to the proper application of any money paid or
property delivered to the Trustee, or to inquire whether the Trustee has acted
pursuant to any of the terms of the Plan. Each person dealing with the Trustee
may act upon any notice, request or representation in writing by the Trustee,
or by the Trustee's duly authorized agent, and is not liable to any person in
so acting. The certificate of the Trustee that it is acting in accordance with
the Plan will be conclusive in favor of any person relying on the certificate.
If more than two persons act as Trustee, a decision of the majority of such
persons controls with respect to any decision regarding the administration or
investment of the Trust Fund or of any portion of the Trust Fund with respect
to which such persons act as Trustee. However, the signature of only one
Trustee is necessary to effect any transaction on behalf of the Trust

10.11 RESIGNATION. The Trustee or Custodian may resign its position at
any time by giving 30 days' written notice in advance to the Employer and to
the Advisory Committee. If the Employer fails to appoint a successor Trustee
within 60 days of its receipt of the Trustee's written notice of resignation,
the Trustee will treat the Employer as having appointed itself as Trustee and
as having filed its acceptance of appointment with the former Trustee. The
Employer, in its sole discretion, may replace a Custodian. If the Employer does
not replace a Custodian, the discretionary Trustee will assume possession of
Plan assets held by the former Custodian.

10.12 REMOVAL. The Employer, by giving 30 days' written notice in
advance to the Trustee, may remove any Trustee or Custodian. In the event of
the resignation or removal of a Trustee, the Employer must appoint a successor
Trustee if it intends to continue the Plan. If two or more persons hold the
position of Trustee, in the event of the removal of one such person, during any
period the selection of a replacement is pending, or during any period such
person is unable to serve for any reason, the remaining person or persons will
act as the Trustee.

10.13 INTERIM DUTIES AND SUCCESSOR TRUSTEE. Each successor Trustee
succeeds to the title to the Trust vested in his predecessor by accepting in
writing his appointment as successor Trustee and by filing the acceptance with
the former Trustee and the Advisory Committee without the signing or filing of
any further statement. The resigning or removed Trustee, upon receipt of
acceptance in writing of the Trust by the successor Trustee, must execute all
documents and do all acts necessary to vest the title of record in any
successor Trustee. Each

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<PAGE> 75

successor Trustee has and enjoys all of the powers, both discretionary and
ministerial, conferred under this Agreement upon his predecessor. A successor
Trustee is not personally liable for any act or failure to act of any
predecessor Trustee, except as required under ERISA. With the approval of the
Employer and the Advisory Committee, a successor Trustee, with respect to the
Plan, may accept the account rendered and the property delivered to it by a
predecessor Trustee without incurring any liability or responsibility for so
doing.

10.14 VALUATION OF TRUST. The Trustee must value the Trust Fund as of
each Accounting Date to determine the fair market value of each Participant's
Accrued Benefit in the Trust. The Trustee also must value the Trust Fund on
such other valuation dates as directed in writing by the Advisory Committee or
as required by the Employer's Adoption Agreement.

10.15 LIMITATION ON LIABILITY - IF INVESTMENT MANAGER, ANCILLARY
TRUSTEE OR INDEPENDENT FIDUCIARY APPOINTED. The Trustee is not liable for the
acts or omissions of any Investment Manager the Advisory Committee may appoint,
nor is the Trustee under any obligation to invest or otherwise manage any asset
of the Plan which is subject to the management of a properly appointed
Investment Manager. The Advisory Committee, the Trustee and any properly
appointed Investment Manager may execute a letter agreement as a part of this
Plan delineating the duties, responsibilities and liabilities of the Investment
Manager with respect to any part of the Trust Fund under the control of the
Investment Manager.

The limitation on liability described in this Section 10.15 also
applies to the acts or omissions of any ancillary trustee or independent
fiduciary properly appointed under Section 10.17 of the Plan. However, if a
discretionary Trustee, pursuant to the delegation described in Section 10.17 of
the Plan, appoints an ancillary trustee, the discretionary Trustee is
responsible for the periodic review of the ancillary trustee's actions and must
exercise its delegated authority in accordance with the terms of the Plan and
in a manner consistent with ERISA. The Employer, the discretionary Trustee and
an ancillary trustee may execute a letter agreement as a part of this Plan
delineating any indemnification agreement between the parties.

10.16 INVESTMENT IN GROUP TRUST FUND. The Employer, by adopting this
Plan, specifically authorizes the Trustee to invest all or any portion of the
assets comprising the Trust Fund in any group trust fund which at the time of
the investment provides for the pooling of the assets of plans qualified under
Code Section 401(a). This authorization applies solely to a group trust fund
exempt from taxation under Code Section 501(a) and the trust agreement of which
satisfies the requirements of Revenue Ruling 81-100. The provisions of the
group trust fund agreement, as amended from time to time, are by this reference
incorporated within this Plan and Trust. The provisions of the group trust fund
will govern any investment of Plan assets in that fund. The Employer must
specify in an attachment to its adoption agreement the group trust fund(s) to
which this authorization applies. If the Trustee is acting as a
nondiscretionary Trustee, the investment in the group trust fund is available
only in accordance with a proper direction, by the Named Fiduciary, in
accordance with Section 10.03[B]. Pursuant to paragraph (c) of Section 10.03[A]
of the Plan, a Trustee has the authority to

10.09

<PAGE> 76

invest in certain common trust funds and collective investment funds without
the need for the authorizing addendum described in this Section 10.16.

Furthermore, at the Employer's direction, the Trustee, for collective
investment purposes, may combine into one trust fund the Trust created under
this Plan with the Trust created under any other qualified retirement plan the
Employer maintains. However, the Trustee must maintain separate records of
account for the assets of each Trust in order to reflect properly each
Participant's Accrued Benefit under the plan(s) in which he is a Participant.

10.17 APPOINTMENT OF ANCILLARY TRUSTEE OR INDEPENDENT FIDUCIARY.
The Employer, in writing, may appoint any person in any State to act as
ancillary trustee with respect to a designated portion of the Trust Fund. An
ancillary trustee must acknowledge in writing its acceptance of the terms and
conditions of its appointment as ancillary trustee and its fiduciary status
under ERISA. The ancillary trustee has the rights, powers, duties and
discretion as the Employer may delegate, subject to any limitations or
directions specified in the instrument evidencing appointment of the ancillary
trustee and to the terms of the Plan or of ERISA. The investment powers
delegated to the ancillary trustee may include any investment powers available
under Section 10.03 of the Plan including the right to invest any portion of
the assets of the Trust Fund in a common trust fund, as described in Code
Section 584, or in any collective investment fund, the provisions of which
govern the investment of such assets and which the Plan incorporates by this
reference, but only if the ancillary trustee is a bank or similar financial
institution supervised by the United States or by a State and the ancillary
trustee (or its affiliate, as defined in Code Section 1504) maintains the
common trust fund or collective investment fund exclusively for the collective
investment of money contributed by the ancillary trustee (or its affiliate) in
a trustee capacity and which conforms to the rules of the Comptroller of the
Currency. The Employer also may appoint as an ancillary trustee, the trustee of
any group trust fund designated for investment pursuant to the provisions of
Section 10.16 of the Plan.

The ancillary trustee may resign its position at any time by providing
at least 30 days' advance written notice to the Employer, unless the Employer
waives this notice requirement. The Employer, in writing, may remove an
ancillary trustee at any time. In the event of resignation or removal, the
Employer may appoint another ancillary trustee, return the assets to the
control and management of the Trustee or receive such assets in the capacity of
ancillary trustee. The Employer may delegate its responsibilities under this
Section 10.17 to a discretionary Trustee under the Plan, but not to a
nondiscretionary Trustee or to a Custodian, subject to the acceptance by the
discretionary Trustee of that delegation.

If the U.S. Department of Labor ("the Department") requires engagement
of an independent fiduciary to have control or management of all or a portion
of the Trust Fund, the Employer will appoint such independent fiduciary, as
directed by the Department. The independent fiduciary will have the duties,
responsibilities and powers prescribed by the Department and will exercise
those duties, responsibilities and powers in accordance with the terms,
restrictions and conditions established by the Department and, to the extent
not inconsistent with ERISA, the terms of the Plan.

10.10

<PAGE> 77

The independent fiduciary must accept its appointment in writing and must
acknowledge its status as a fiduciary of the Plan.

* * * * * * * * * * * * * * * *

10.11

<PAGE> 78

ARTICLE XI
PROVISIONS RELATING TO INSURANCE AND INSURANCE COMPANY

11.01 INSURANCE BENEFIT. The Employer may elect to provide incidental
life insurance benefits for insurable Participants who consent to life
insurance benefits by signing the appropriate insurance company application
form. The Trustee will not purchase any incidental life insurance benefit for
any Participant prior to an allocation to the Participant's Account. At an
insured Participant's written direction, the Trustee will use all or any
portion of the Participant's nondeductible voluntary contributions, if any, to
pay insurance premiums covering the Participant's life. This Section 11.01 also
authorizes the purchase of life insurance, for the benefit of the Participant,
on the life of a family member of the Participant or on any person in whom the
Participant has an insurable interest. However, if the policy is on the joint
lives of the Participant and another person, the Trustee may not maintain that
policy if that other person predeceases the Participant.

The Employer will direct the Trustee as to the insurance company and
insurance agent through which the Trustee is to purchase the insurance
contracts, the amount of the coverage and the applicable dividend plan. Each
application for a policy, and the policies themselves, must designate the
Trustee as sole owner, with the right reserved to the Trustee to exercise any
right or option contained in the policies, subject to the terms and provisions
of this Agreement. The Trustee must be the named beneficiary for the Account of
the insured Participant. Proceeds of insurance contracts paid to the
Participant's Account under this Article XI are subject to the distribution
requirements of Article V and of Article VI. The Trustee will not retain any
such proceeds for the benefit of the Trust.

The Trustee will charge the premiums on any incidental benefit
insurance contract covering the life of a Participant against the Account of
that Participant. The Trustee will hold all incidental benefit insurance
contracts issued under the Plan as assets of the Trust created under the Plan.

(A) INCIDENTAL INSURANCE BENEFITS. The aggregate of life insurance premiums
paid for the benefit of a Participant, at all times, may not exceed the
following percentages of the aggregate of the Employer's contributions
allocated to any Participant's Account: (i) 49% in the case of the purchase of
ordinary life insurance contracts; or (ii) 25% in the case of the purchase of
term life insurance or universal life insurance contracts. If the Trustee
purchases a combination of ordinary life insurance contract(s) and term life
insurance or universal life insurance contract(s), then the sum of one-half of
the premiums paid for the ordinary life insurance contract(s) and the premiums
paid for the term life insurance or universal life insurance contract(s) may
not exceed 25% of the Employer contributions allocated to any Participant's
Account.

(B) EXCEPTION FOR CERTAIN PROFIT SHARING PLANS. If the Employer's Plan is a
profit sharing plan, the incidental insurance benefits requirement does not
apply to the Plan if the Plan purchases life insurance benefits only from
Employer contributions accumulated in the Participant's Account for at least
two years (measured from the allocation date).

11.01

<PAGE> 79

11.02 LIMITATION ON LIFE INSURANCE PROTECTION. The Trustee will not
continue any life insurance protection for any Participant beyond his annuity
starting date (as defined in Article VI). If the Trustee holds any incidental
benefit insurance contract(s) for the benefit of a Participant when he
terminates his employment (other than by reason of death), the Trustee must
proceed as follows:

(a) If the entire cash value of the contract(s) is vested in the
terminating Participant, or if the contract(s) will have no cash value
at the end of the policy year in which termination of employment
occurs, the Trustee will transfer the contract(s) to the Participant
endorsed so as to vest in the transferee all right, title and interest
to the contract(s), free and clear of the Trust; subject however, to
restrictions as to surrender or payment of benefits as the issuing
insurance company may permit and as the Advisory Committee directs;

(b) If only part of the cash value of the contract(s) is vested in the
terminating Participant, the Trustee, to the extent the Participant's
interest in the cash value of the contract(s) is not vested, may
adjust the Participant's interest in the value of his Account
attributable to Trust assets other than incidental benefit insurance
contracts and proceed as in (a), or the Trustee must effect a loan
from the issuing insurance company on the sole security of the
contract(s) for an amount equal to the difference between the cash
value of the contract(s) at the end of the policy year in which
termination of employment occurs and the amount of the cash value that
is vested in the terminating Participant, and the Trustee must
transfer the contract(s) endorsed so as to vest in the transferee all
right, title and interest to the contract(s), free and clear of the
Trust; subject however, to the restrictions as to surrender or payment
of benefits as the issuing insurance company may permit and the
Advisory Committee directs;

(c) If no part of the cash value of the contract(s) is vested in the
terminating Participant, the Trustee must surrender the contract(s)
for cash proceeds as may be available.

In accordance with the written direction of the Advisory Committee,
the Trustee will make any transfer of contract(s) under this Section 11.02 on
the Participant's annuity starting date (or as soon as administratively
practicable after that date). The Trustee may not transfer any contract under
this Section 1 1.02 which contains a method of payment not specifically
authorized by Article VI or which fails to comply with the joint and survivor
annuity requirements, if applicable, of Article VI. In this regard, the Trustee
either must convert such a contract to cash and distribute the cash instead of
the contract, or before making the transfer, require the issuing company to
delete the unauthorized method of payment option from the contract.

11.03 DEFINITIONS. For purposes of this Article XI:

(a) "Policy" means an ordinary life insurance contract or a term life
insurance contract issued by an insurer on the life of a Participant.

11.02

<PAGE> 80

(b) "Issuing insurance company" is any life insurance company which
has issued a policy upon application by the Trustee under the terms of
this Agreement.

(c) "Contract" or "Contracts" means a policy of insurance. In the
event of any conflict between the provisions of this Plan and the
terms of any contract or policy of insurance issued in accordance with
this Article XI, the provisions of the Plan control.

(d) "Insurable Participant" means a Participant to whom an insurance
company, upon an application being submitted in accordance with the
Plan, will issue insurance coverage, either as a standard risk or as a
risk in an extra mortality classification.

11.04 DIVIDEND PLAN. The dividend plan is premium reduction unless the
Advisory Committee directs the Trustee to the contrary. The Trustee must use
all dividends for a contract to purchase insurance benefits or additional
insurance benefits for the Participant on whose life the insurance company has
issued the contract. Furthermore, the Trustee must arrange, where possible, for
all policies issued on the lives of Participants under the Plan to have the
same premium due date and all ordinary life insurance contracts to contain
guaranteed cash values with as uniform basic options as are possible to obtain.
The term "dividends" includes policy dividends, refunds of premiums and other
credits.

11.05 INSURANCE COMPANY NOT A PARTY TO AGREEMENT. No insurance
company, solely in its capacity as an issuing insurance company, is a party to
this Agreement nor is the company responsible for its validity.

11.06 INSURANCE COMPANY NOT RESPONSIBLE FOR TRUSTEE'S ACTIONS. No
insurance company, solely in its capacity as an issuing insurance company, need
examine the terms of this Agreement nor is responsible for any action taken by
the Trustee.

11.07 INSURANCE COMPANY RELIANCE ON TRUSTEE'S SIGNATURE. For the
purpose of making application to an insurance company and in the exercise of
any right or option contained in any policy, the insurance company may rely
upon the signature of the Trustee and is saved harmless and completely
discharged in acting at the direction and authorization of the Trustee.

11.08 ACQUITTANCE. An insurance company is discharged from all
liability for any amount paid to the Trustee or paid in accordance with the
direction of the Trustee, and is not obliged to see to the distribution or
further application of any moneys it so pays.

11.09 DUTIES OF INSURANCE COMPANY. Each insurance company must keep
such records, make such identification of contracts, funds and accounts within
funds, and supply such information as may be necessary for the proper
administration of the Plan under which it is carrying insurance benefits.

11.03

<PAGE> 81

Note: The provisions of this Article XI are not applicable, and the
Plan may not invest in insurance contracts, if a Custodian signatory to the
Adoption Agreement is a bank which has not acquired trust powers from its
governing state banking authority.

* * * * * * * * * * * * * * * *

11.04

<PAGE> 82

ARTICLE XII
MISCELLANEOUS

12.01 EVIDENCE. Anyone required to give evidence under the terms of
the Plan may do so by certificate, affidavit, document or other information
which the person to act in reliance may consider pertinent, reliable and
genuine, and to have been signed, made or presented by the proper party or
parties. The Advisory Committee and the Trustee are fully protected in acting
and relying upon any evidence described under the immediately preceding
sentence.

12.02 NO RESPONSIBILITY FOR EMPLOYER ACTION. Neither the Trustee nor
the Advisory Committee has any obligation or responsibility with respect to any
action required by the Plan to be taken by the Employer, any Participant or
eligible Employee, or for the failure of any of the above persons to act or
make any payment or contribution, or to otherwise provide any benefit
contemplated under this Plan. Furthermore, the Plan does not require the
Trustee or the Advisory Committee to collect any contribution required under
the Plan, or to determine the correctness of the amount of any Employer
contribution. Neither the Trustee nor the Advisory Committee need inquire into
or be responsible for any action or failure to act on the part of the others,
or on the part of any other person who has any responsibility regarding the
management, administration or operation of the Plan, whether by the express
terms of the Plan or by a separate agreement authorized by the Plan or by the
applicable provisions of ERISA. Any action required of a corporate Employer
must be by its Board of Directors or its designate.

12.03 FIDUCIARIES NOT INSURERS. The Trustee, the Advisory Committee,
the Plan Administrator and the Employer in no way guarantee the Trust Fund from
loss or depreciation. The Employer does not guarantee the payment of any money
which may be or becomes due to any person from the Trust Fund. The liability of
the Advisory Committee and the Trustee to make any payment from the Trust Fund
at any time and all times is limited to the then available assets of the Trust.

12.04 WAIVER OF NOTICE. Any person entitled to notice under the Plan
may waive the notice, unless the Code or Treasury regulations prescribe the
notice or ERISA specifically or impliedly prohibits such a waiver.

12.05 SUCCESSORS. The Plan is binding upon all persons entitled to
benefits under the Plan, their respective heirs and legal representatives, upon
the Employer, its successors and assigns, and upon the Trustee, the Advisory
Committee, the Plan Administrator and their successors.

12.06 WORD USAGE. Words used in the masculine also apply to the
feminine where applicable, and wherever the context of the Employer's Plan
dictates, the plural includes the singular and the singular includes the
plural.

12.07 STATE LAW. The law of the state of the Employer's principal
place of business (unless otherwise designated in an addendum to the Employer's
Adoption Agreement) will determine

12.01

<PAGE> 83

all questions arising with respect to the provisions of this Agreement except
to the extent superseded by Federal law.

12.08 EMPLOYER'S RIGHT TO PARTICIPATE. If the Employer's Plan fails to
qualify or to maintain qualification or if the Employer makes any amendment or
modification to a provision of this Plan (other than a proper completion of an
elective provision under the Adoption Agreement or the attachment of an
addendum authorized by the Plan or by the Adoption Agreement), the Employer may
no longer participate under this Prototype Plan. Furthermore, if the Employer
no longer is a client of & Regional Prototype Sponsor, subsequent amendments to
this Prototype Plan by the Regional Prototype Sponsor, pursuant to Section
13.03 of the Plan, will result in the discontinuance of the Employer's
participation in this Prototype Plan unless it resumes its client relationship
with the Regional Prototype Sponsor. If the Employer is not entitled to
participate under this Prototype Plan, the Employer's Plan is an
individually-designed plan and the reliance procedures specified in the
applicable Adoption Agreement no longer will apply.

12.09 EMPLOYMENT NOT GUARANTEED. Nothing contained in this Plan, or
with respect to the establishment of the Trust, or any modification or
amendment to the Plan or Trust, or in the creation of any Account, or the
payment of any benefit, gives any Employee, Employee-Participant or any
Beneficiary any right to continue employment, any legal or equitable right
against the Employer, or Employee of the Employer, or against the Trustee, or
its agents or employees, or against the Plan Administrator, except as expressly
provided by the Plan, the Trust, ERISA or by a separate agreement.

12.02

<PAGE> 84

ARTICLE XIII
EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION

13.01 EXCLUSIVE BENEFIT. Except as provided under Article III, the
Employer has no beneficial interest in any asset of the Trust and no part of
any asset in the Trust may ever revert to or be repaid to an Employer, either
directly or indirectly; nor, prior to the satisfaction of all liabilities with
respect to the Participants and their Beneficiaries under the Plan, may any
part of the corpus or income of the Trust Fund, or any asset of the Trust, be
(at any time) used for, or diverted to, purposes other than the exclusive
benefit of the Participants or their Beneficiaries. However, if the
Commissioner of Internal Revenue, upon the Employer's request for initial
approval of this Plan, determines the Trust created under the Plan is not a
qualified trust exempt from Federal income tax, then (and only then) the
Trustee, upon written notice from the Employer, will return the Employer's
contributions (and increment attributable to the contributions) to the
Employer. The Trustee must make the return of the Employer contribution under
this Section 13.01 within one year of a final disposition of the Employer's
request for initial approval of the Plan. The Employer's Plan and Trust will
terminate upon the Trustee's return of the Employer's contributions.

13.02 AMENDMENT BY EMPLOYER. The Employer has the right at any time
and from time to time:

(a) To amend the elective provisions of the Adoption Agreement in any
manner it deems necessary or advisable in order to qualify (or
maintain qualification of) this Plan and the Trust created under it
under the provisions of Code Section 401(a);

(b) To amend the Plan to allow the Plan to operate under a waiver of
the minimum funding requirement; and

No amendment may authorize or permit any of the Trust Fund (other than
the part which is required to pay taxes and administration expenses) to be used
for or diverted to purposes other than for the exclusive benefit of the
Participants or their Beneficiaries or estates. No amendment may cause or
permit any portion of the Trust Fund to revert to or become a property of the
Employer. The Employer also may not make any amendment which affects the
rights, duties or responsibilities of the Trustee, the Plan Administrator or
the Advisory Committee without the written consent of the affected Trustee, the
Plan Administrator or the affected member of the Advisory Committee. The
Employer must make all amendments in writing. Each amendment must state the
date to which it is either retroactively or prospectively effective. See
Section 12.08 for the effect of certain amendments adopted by the Employer.

(A) CODE SECTION 411(d)(6) PROTECTED BENEFITS. An amendment (including the
adoption of this Plan as a restatement of an existing plan) may not decrease a
Participant's Accrued Benefit, except to the extent permitted under Code
Section 412(c)(8), and may not reduce or eliminate Code Section 411(d)(6)
protected

13.01

<PAGE> 85

benefits determined immediately prior to the adoption date (or, if later, the
effective date) of the amendment An amendment reduces or eliminates Code
Section 411(d)(6) protected benefits if the amendment has the effect of either
(1) eliminating or reducing an early retirement benefit or a retirement-type
subsidy (as defined in Treasury regulations), or (2) except as provided by
Treasury regulations, eliminating an optional form of benefit. The Advisory
Committee must disregard an amendment to the extent application of the
amendment would fail to satisfy this paragraph. If the Advisory Committee must
disregard an amendment because the amendment would violate clause (1) or clause
(2), the Advisory Committee must maintain a schedule of the early retirement
option or other optional forms of benefit the Plan must continue for the
affected Participants.

13.03 AMENDMENT BY REGIONAL PROTOTYPE PLAN SPONSOR. The Regional
Prototype Plan Sponsor, without the Employer's consent, may amend the Plan and
Trust, from time to time, in order to conform the Plan and Trust to any
requirement for qualification of the Plan and Trust under the Internal Revenue
Code. The Regional Prototype Plan Sponsor may not amend the Plan in any manner
which would modify any election made by the Employer under the Plan without the
Employer's written consent. Furthermore, the Regional Prototype Plan Sponsor
may not amend the Plan in any manner which would violate the proscription of
Section 13.02. A Trustee does not have the power to amend the Plan or Trust.

13.04 DISCONTINUANCE. The Employer has the right, at any time, to
suspend or discontinue its contributions under the Plan, and to terminate, at
any time, this Plan and the Trust created under this Agreement. The Plan will
terminate upon the first to occur of the following:

(a) The date terminated by action of the Employer;

(b) The dissolution or merger of the Employer, unless the successor
makes provision to continue the Plan, in which event the successor
must substitute itself as the Employer under this Plan. Any
termination of the Plan resulting from this paragraph (b) is not
effective until compliance with any applicable notice requirements
under ERISA.

13.05 FULL VESTING ON TERMINATION. Upon either full or partial
termination of the Plan, or, if applicable, upon complete discontinuance of
profit sharing plan contributions to the Plan, an affected Participant's right
to his Accrued Benefit is 100% Nonforfeitable, irrespective of the
Nonforfeitable percentage which otherwise would apply under Article V.

13.06 MERGER/DIRECT TRANSFER. The Trustee may not consent to, or be a
party to, any merger or consolidation with another plan, or to a transfer of
assets or liabilities to another plan, unless immediately after the merger,
consolidation or transfer, the surviving Plan provides each Participant a
benefit equal to or greater than the benefit each Participant would have
received had the Plan terminated immediately before the merger or consolidation
or transfer. The Trustee possesses the specific authority to enter into merger
agreements or direct transfer of assets agreements with the trustees of other
retirement plans described in Code Section 401(a), including an elective
transfer, and to accept the direct transfer of plan assets, or to transfer plan
assets, as a party to any such agreement.

13.02

<PAGE> 86

The Trustee may accept a direct transfer of plan assets on behalf of an
Employee prior to the date the Employee satisfies the Plan's eligibility
conditions. If the Trustee accepts such a direct transfer of plan assets, the
Advisory Committee and Trustee must treat the Employee as a Participant for all
purposes of the Plan except the Employee is not a Participant for purposes of
sharing in Employer contributions or Participant forfeitures under the Plan
until he actually becomes a Participant in the Plan.

(A) ELECTIVE TRANSFERS. The Trustee, after August 9, 1988, may not consent to,
or be a party to a merger, consolidation or transfer of assets with a defined
benefit plan, except with respect to an elective transfer, or unless the
transferred benefits are in the form of paid-up individual annuity contracts
guaranteeing the payment of the transferred benefits in accordance with the
terms of the transferor plan and in a manner consistent with the Code and with
ERISA. The Trustee will hold, administer and distribute the transferred assets
as a part of the Trust Fund and the Trustee must maintain a separate Employer
contribution Account for the benefit of the Employee on whose behalf the
Trustee accepted the transfer in order to reflect the value of the transferred
assets. Unless a transfer of assets to this Plan is an elective transfer, the
Plan will preserve all Code Section 411(d)(6) protected benefits with respect
to those transferred assets, in the manner described in Section 13.02. A
transfer is an elective transfer if: (1) the transfer satisfies the first
paragraph of this Section 13.06; (2) the transfer is voluntary, under a fully
informed election by the Participant; (3) the Participant has an alternative
that retains his Code Section 411(d)(6) protected benefits (including an option
to leave his benefit in the transferor plan, if that plan is not terminating);
(4) the transfer satisfies the applicable spousal consent requirements of the
Code; (5) the transferor plan satisfies the joint and survivor notice
requirements of the Code, if the Participant's transferred benefit is subject
to those requirements; (6) the Participant has a right to immediate
distribution from the transferor plan, in lieu of the elective transfer; (7)
the transferred benefit is at least the greater of the single sum distribution
provided by the transferor plan for which the Participant is eligible or the
present value of the Participant's accrued benefit under the transferor plan
payable at that plan's normal retirement age; (8) the Participant has a 100%
Nonforfeitable interest in the transferred benefit; and (9) the transfer
otherwise satisfies applicable Treasury regulations. An elective transfer may
occur between qualified plans of any type. Any direct transfer of assets from a
defined benefit plan after August 9, 1988, which does not satisfy the
requirements of this paragraph will render the Employer's Plan
individually-designed. See Section 12.08.

(B) DISTRIBUTION RESTRICTIONS UNDER CODE Section 401(K). If the Plan receives a
direct transfer (by merger or otherwise) of elective contributions (or amounts
treated as elective contributions) under a Plan with a Code Section 401(k)
arrangement, the distribution restrictions of Code Sections 401(k)(2) and (10)
continue to apply to those transferred elective contributions.

13.07 TERMINATION.

(A) PROCEDURE. Upon termination of the Plan, the distribution provisions of
Article VI remain operative, with the following exceptions:

13.03

<PAGE> 87

(1) if the present value of the Participant's Nonforfeitable Accrued
Benefit does not exceed $3,500, the Advisory Committee will direct the
Trustee to distribute the Participant's Nonforfeitable Accrued Benefit
to him in lump sum as soon as administratively practicable after the
Plan terminates; and

(2) if the present value of the Participant's Nonforfeitable Accrued
Benefit exceeds $3,500, the Participant or the Beneficiary, in
addition to the distribution events permitted under Article VI, may
elect to have the Trustee commence distribution of his Nonforfeitable
Accrued Benefit as soon as administratively practicable after the Plan
terminates.

To liquidate the Trust, the Advisory Committee will purchase a
deferred annuity contract for each Participant which protects the Participant's
distribution rights under the Plan, if the Participant's Nonforfeitable Accrued
Benefit exceeds $3,500 and the Participant does not elect an immediate
distribution pursuant to Paragraph (2).

If the Employer's Plan is a profit sharing plan, in lieu of the
preceding provisions of this Section 13.07 and the distribution provisions of
Article VI, the Advisory Committee will direct the Trustee to distribute each
Participant's Nonforfeitable Accrued Benefit, in lump sum, as soon as
administratively practicable after the termination of the Plan, irrespective of
the present value of the Participant's Nonforfeitable Accrued Benefit and
whether the Participant consents to that distribution. This paragraph does not
apply if: (1) the Plan provides an annuity option; or (2) as of the period
between the Plan termination date and the final distribution of assets, the
Employer maintains any other defined contribution plan (other than an ESOP).
The Employer, in an addendum to its Adoption Agreement numbered 13.07, may
elect not to have this paragraph apply.

The Trust will continue until the Trustee in accordance with the
direction of the Advisory Committee has distributed all of the benefits under
the Plan. On each valuation date, the Advisory Committee will credit any part
of a Participant's Accrued Benefit retained in the Trust with its proportionate
share of the Trust's income, expenses, gains and losses, both realized and
unrealized. Upon termination of the Plan, the amount, if any, in a suspense
account under Article III will revert to the Employer, subject to the
conditions of the Treasury regulations permitting such a reversion. A
resolution or amendment to freeze all future benefit accrual but otherwise to
continue maintenance of this Plan, is not a termination for purposes of this
Election 13.07.

(B) DISTRIBUTION RESTRICTIONS UNDER CODE SECTION 401(K). If the Employer's Plan
includes a Code Section 401(k) arrangement or if transferred assets described
in Section 13.06 are subject to the distribution restrictions of Code Sections
401(k)(2) and (10), the special distribution provisions of this Section 13.07
are subject to the restrictions of this paragraph. The portion of the
Participant's Nonforfeitable Accrued Benefit attributable to elective
contributions (or to amounts treated under the Code Section 401(k) arrangement
as elective contributions) is not distributable on account of Plan termination,
as described in this Section 13.07, unless: (a) the Participant otherwise is
entitled under the Plan to a distribution of that portion of his Nonforfeitable
Accrued Benefit; or (b) the Plan termination occurs without the establishment
of a successor plan. A successor plan under clause (b) is a defined

13.04

<PAGE> 88

contribution plan (other than an ESOP) maintained by the Employer (or by a
related employer) at the time of the termination of the Plan or within the
period ending twelve months after the final distribution of assets. A
distribution made after March 31, 1988, pursuant to clause (b), must be part of
a lump sum distribution to the Participant of his Nonforfeitable Accrued
Benefit.

* * * * * * * * * * * * * * *

13.05

<PAGE> 89

ARTICLE XIV
CODE SECTION 401(k) AND CODE SECTION 401(m) ARRANGEMENTS

14.01 APPLICATION. This Article XIV applies to an Employer's Plan only
if the Employer is maintaining its Plan under a Code Section 401(k) Adoption
Agreement.

14.02 CODE Section 401(k) ARRANGEMENT. The Employer will elect in
Section 3.01 of its Adoption Agreement the terms of the Code Section 401(k)
arrangement, if any, under the Plan. If the Employer's Plan is a Standardized
Plan, the Code Section 401(k) arrangement must be a salary reduction
arrangement. If the Employer's Plan is a Nonstandardized Plan, the Code Section
401(k) arrangement may be a salary reduction arrangement or a cash or deferred
arrangement.

(A) SALARY REDUCTION ARRANGEMENT. If the Employer elects a salary reduction
arrangement, any Employee eligible to participate in the Plan may file a salary
reduction agreement with the Advisory Committee. The salary reduction agreement
may not be effective earlier than the following date which occurs last: (i) the
Employee's Plan Entry Date (or, in the case of a reemployed Employee, his
reparticipation date under Article II); (ii) the execution date of the
Employee's salary reduction agreement; (iii) the date the Employer adopts the
Code Section 401(k) arrangement by executing the Adoption Agreement; or (iv) the
effective date of the Code Section 401(k) arrangement, as specified in the
Employer's Adoption Agreement. Regarding clause (i), an Employee subject to the
Break in Service rule of Section 2.03(B) of the Plan may not enter into a
salary reduction agreement until the Employee has completed a sufficient number
of Hours of Service to receive credit for a Year of Service (as defined in
Section 2.02) following his reemployment commencement date. A salary reduction
agreement must specify the amount of Compensation (as defined in Section 1.12)
or percentage of Compensation the Employee wishes to defer. The salary
reduction agreement will apply only to Compensation which becomes currently
available to the Employee after the effective date of the salary reduction
agreement. The Employer will apply a reduction election to all Compensation
(and to increases in such Compensation) unless the Employee specifies in his
salary reduction agreement to limit the election to certain Compensation. The
Employer will specify in Adoption Agreement Section 3.01 the rules and
restrictions applicable to the Employees salary reduction agreements.

(B) CASH OR DEFERRED ARRANGEMENT. If the Employer elects a cash or deferred
arrangement, a Participant may elect to make a cash election against his
proportionate share of the Employer's Cash or Deferred Contribution, in
accordance with the Employer's elections in Adoption Agreement Section 3.01. A
Participant's proportionate share of the Employer's Cash or Deferred
Contribution is the percentage of the total Cash or Deferred Contribution which
bears the same ratio that the Participant's Compensation for the Plan Year
bears to the total Compensation of all Participants for the Plan Year. For
purposes of determining each Participant's proportionate share of the Cash or
Deferred Contribution, a Participant's Compensation is his Compensation as
determined under Section 1.12 of the Plan (as modified by Section 3.06 for
allocation purposes), excluding any effect the proportionate share may have on
the Participant's Compensation for the Plan Year. The Advisory Committee will
determine the proportionate share prior to the Employer's actual contribution
to the

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Trust, to provide the Participants the opportunity to file cash elections. The
Employer will pay directly to the Participant the portion of his proportionate
share the Participant has elected to receive in cash.

(C) ELECTION NOT TO PARTICIPATE. A Participant's or Employee's election not to
participate, pursuant to Section 2.06, includes his right to enter into a
salary reduction agreement or to share in the allocation of a Cash or Deferred
Contribution, unless the Participant or Employee limits the effect of the
election to the non-401(k) portions of the Plan.

14.03 DEFINITIONS. For purposes of this Article XIV:

(a) "Highly Compensated Employee" means an Eligible Employee who satisfies the
definition in Section 1.09 of the Plan. Family members aggregated as a single
Employee under Section 1.09 constitute a single Highly Compensated Employee,
whether a particular family member is a Highly Compensated Employee or a
Nonhighly Compensated Employee without the application of family aggregation.

(b) "Nonhighly Compensated Employee" means an Eligible Employee who is not a
Highly Compensated Employee and who is not a family member treated as a Highly
Compensated Employee.

(c) "Eligible Employee" means, for purposes of the ADP test described in
Section 14.08, an Employee who is eligible to enter into a salary reduction
agreement for the Plan Year, irrespective of whether he actually enters into
such an agreement, and a Participant who is eligible for an allocation of the
Employer's Cash or Deferred Contribution for the Plan Year. For purposes of the
ACP test described in Section 14.09, an "Eligible Employee" means a Participant
who is eligible to receive an allocation of matching contributions (or would be
eligible if he made the type of contributions necessary to receive an
allocation of matching contributions) and a Participant who is eligible to make
nondeductible contributions, irrespective of whether he actually makes
nondeductible contributions. An Employee continues to be an Eligible Employee
during a period the Plan suspends the Employee's right to make elective
deferrals or nondeductible contributions following a hardship distribution.

(d) "Highly Compensated Group" means the group of Eligible Employees who are
Highly Compensated Employees for the Plan Year.

(e) "Nonhighly Compensated Group" means the group of Eligible Employees who are
Nonhighly Compensated Employees for the Plan Year.

(f) "Compensation" means, except as specifically provided in this Article XIV,
Compensation as defined for nondiscrimination purposes in Section 1.12(B) of
the Plan. To compute an Employee's ADP or ACP, the Advisory Committee may limit
Compensation taken into account to Compensation received only for the portion
of the Plan Year in which the Employee was an Eligible Employee and

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only for the portion of the Plan Year in which the Plan or the Code Section
401(k) arrangement was in effect.

(g) "Deferral contributions" are Salary Reduction Contributions and Cash or
Deferred Contributions the Employer contributes to the Trust on behalf of an
Eligible Employee, irrespective of whether, in the case of Cash or Deferred
Contributions, the contribution is at the election of the Employee. For Salary
Reduction Contributions, the terms "deferral contributions" and "elective
deferrals" have the same meaning.

(h) "Elective deferrals" are all Salary Reduction Contributions and that
portion of any Cash or Deferred Contribution which the Employer contributes to
the Trust at the election of an Eligible Employee. Any portion of a Cash or
Deferred Contribution contributed to the Trust because of the Employee's
failure to make a cash election is an elective deferral. However, any portion
of a Cash or Deferred Contribution over which the Employee does not have a cash
election is not an elective deferral. Elective deferrals do not include amounts
which have become currently available to the Employee prior to the election nor
amounts designated as nondeductible contributions at the time of deferral or
contribution.

(i) "Matching contributions" are contributions made by the Employer on account
of elective deferrals under a Code Section 401(k) arrangement or on account of
employee contributions. Matching contributions also include Participant
forfeitures allocated on account of such elective deferrals or employee
contributions.

(j) "Nonelective contributions" are contributions made by the Employer which
are not subject to a deferral election by an Employee and which are not
matching contributions.

(k) "Qualified matching contributions" are matching contributions which are
100% Nonforfeitable at all times and which are subject to the distribution
restrictions described in paragraph (m). Matching contributions are not 100%
Nonforfeitable at all times if the Employee has a 100% Nonforfeitable interest
because of his Years of Service taken into account under a vesting schedule.
Any matching contributions allocated to a Participant's Qualified Matching
Contributions Account under the Plan automatically satisfy the definition of
qualified matching contributions.

(l) "Qualified nonelective contributions" are nonelective contributions which
are 100% Nonforfeitable at all times and which are subject to the distribution
restrictions described in paragraph (m). Nonelective contributions are not 100%
Nonforfeitable at all times if the Employee has a 100% Nonforfeitable interest
because of his Years of Service taken into account under a vesting schedule.
Any nonelective contributions allocated to a Participant's Qualified
Nonelective Contributions Account under the Plan automatically satisfy the
definition of qualified nonelective contributions.

(m) "Distribution restrictions" means the Employee may not receive a
distribution of the specified contributions (nor earnings on those
contributions) except in the event of (1) the Participant's death, disability,
termination of employment or attainment of age 59 1/2, (2) financial hardship
satisfying the

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requirements of Code Section 401(k) and the applicable Treasury regulations,
(3) a plan termination, without establishment of a successor defined
contribution plan (other than an ESOP), (4) a sale of substantially all of the
assets (within the meaning of Code Section 409(d)(2)) used in a trade or
business, but only to an employee who continues employment with the corporation
acquiring those assets, or (5) a sale by a corporation of its interest in a
subsidiary (within the meaning of Code Section 409(d)(3)), but only to an
employee who continues employment with the subsidiary. For Plan Years beginning
after December 31, 1988, a distribution on account of financial hardship, as
described in clause (2), may not include earnings on elective deferrals
credited as of a date later than December 31, 1988, and may not include
qualified matching contributions and qualified nonelective contributions, nor
any earnings on such contributions, credited after December 31, 1988. A plan
does not violate the distribution restrictions if, instead of the December 31,
1988, date in the preceding sentence the plan specifies a date not later than
the end of the last Plan Year ending before July 1, 1989. A distribution
described in clauses (3), (4) or (5), if made after March 31, 1988, must be a
lump sum distribution, as required under Code Section 401(k)(10).

(n) "Employee contributions" are contributions made by a Participant on an
after-tax basis, whether voluntary or mandatory, and designated, at the time of
contribution, as an employee (or nondeductible) contribution. Elective
deferrals and deferral contributions are not employee contributions.
Participant nondeductible contributions, made pursuant to Section 4.01 of the
Plan, are employee contributions.

14.04 MATCHING CONTRIBUTIONS/EMPLOYEE CONTRIBUTIONS. The Employer may
elect in Adoption Agreement Section 3.01 to provide matching contributions. The
Employer also may elect in Adoption Agreement Section 4.01 to permit or to
require a Participant to make nondeductible contributions.

(A) MANDATORY CONTRIBUTIONS. Any Participant nondeductible contributions
eligible for matching contributions are mandatory contributions. The Advisory
Committee will maintain a separate accounting, pursuant to Section 4.06 of the
Plan, to reflect the Participant's Accrued Benefit derived from his mandatory
contributions. The Employer, under Adoption Agreement Section 4.05, may
prescribe special distribution restrictions which will apply to the Mandatory
Contributions Account prior to the Participant's Separation from Service.
Following his Separation from Service, the general distribution provisions of
Article VI apply to the distribution of the Participant's Mandatory
Contributions Account.

14.05 TIME OF PAYMENT OF CONTRIBUTIONS. The Employer must make Salary
Reduction Contributions to the Trust within an administratively reasonable
period of time after withholding the corresponding Compensation from the
Participant. Furthermore, the Employer must make Salary Reduction
Contributions, Cash or Deferred Contributions, Employer matching contributions
(including qualified Employer matching contributions) and qualified Employer
nonelective contributions no later than the time prescribed by the Code or by
applicable Treasury regulations. Salary Reduction Contributions and Cash or
Deferred Contributions are Employer

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contributions for all purposes under this Plan, except to the extent the Code
or Treasury regulations prohibit the use of these contributions to satisfy the
qualification requirements of the Code.

14.06 SPECIAL ALLOCATION PROVISIONS - DEFERRAL CONTRIBUTIONS, MATCHING
CONTRIBUTIONS AND QUALIFIED NONELECTIVE CONTRIBUTIONS. To make allocations
under the Plan, the Advisory Committee must establish a Deferral Contributions
Account, a Qualified Matching Contributions Account, a Regular Matching
Contributions Account, a Qualified Nonelective Contributions Account and an
Employer Contributions Account for each Participant.

(A) DEFERRAL CONTRIBUTIONS. The Advisory Committee will allocate to each
Participant's Deferral Contributions Account the amount of Deferral
Contributions the Employer makes to the Trust on behalf of the Participant. The
Advisory Committee will make this allocation as of the last day of each Plan
Year unless, in Adoption Agreement Section 3.04, the Employer elects more
frequent allocation dates for salary reduction contributions.

(B) MATCHING CONTRIBUTIONS. The Employer must specify in its Adoption
Agreement whether the Advisory Committee will allocate matching contributions
to the Qualified Matching Contributions Account or to the Regular Matching
Contributions Account of each Participant. The Advisory Committee will make
this allocation as of the last day of each Plan Year unless, in Adoption
Agreement Section 3.04, the Employer elects more frequent allocation dates for
matching contributions.

(1) To the extent the Employer makes matching contributions under a
fixed matching contribution formula, the Advisory Committee will
allocate the matching contribution to the Account of the Participant
on whose behalf the Employer makes that contribution. A fixed matching
contribution formula is a formula under which the Employer contributes
a certain percentage or dollar amount on behalf of a Participant based
on that Participant's deferral contributions or nondeductible
contributions eligible for a match, as specified in Section 3.01 of
the Employer's Adoption Agreement. The Employer may contribute on a
Participant's behalf under a specific matching contribution formula
only if the Participant satisfies the accrual requirements for
matching contributions specified in Section 3.06 of the Employer's
Adoption Agreement and only to the extent the matching contribution
does not exceed the Participant's annual additions limitation in Part
2 of Article III.

(2) To the extent the Employer makes matching contributions under a
discretionary formula, the Advisory Committee will allocate the
discretionary matching contributions to the Account of each
Participant who satisfies the accrual requirements for matching
contributions specified in Section 3.06 of the Employer's Adoption
Agreement. The allocation of discretionary matching contributions to a
Participant's Account is in the same proportion that each Participants
eligible contributions bear to the total eligible contributions of all
Participants. If the discretionary formula is a tiered formula, the
Advisory Committee will make this allocation separately with respect
to each tier of eligible contributions, allocating

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in such manner the amount of the matching contributions made with
respect to that tier. "Eligible contributions" are the Participant's
deferral contributions or nondeductible contributions eligible for an
allocation of matching contributions, as specified in Section 3.01 of
the Employer's Adoption Agreement.

If the matching contribution formula applies both to deferral
contributions and to Participant nondeductible contributions, the matching
contributions apply first to deferral contributions. Furthermore, the matching
contribution formula does not apply to deferral contributions that are excess
deferrals under Section 14.07. For this purpose: (a) excess deferrals relate
first to deferral contributions for the Plan Year not otherwise eligible for a
matching contribution; and (2) if the Plan Year is not a calendar year, the
excess deferrals for a Plan Year are the last elective deferrals made for a
calendar year. Under a Standardized Plan, an Employee forfeits any matching
contribution attributable to an excess contribution or to an excess aggregate
contribution, unless distributed pursuant to Sections 14.08 or 14.09. Under a
Nonstandardized Plan, this forfeiture rule applies only if specified in
Adoption Agreement Section 3.06. The provisions of Section 3.05 govern the
treatment of any forfeiture described in this paragraph, and the Advisory
Committee will compute a Participant's ACP under 14.09 by disregarding the
forfeiture.

(C) QUALIFIED NONELECTIVE CONTRIBUTIONS. If the Employer, at the time of
contribution, designates a contribution to be a qualified nonelective
contribution for the Plan Year, the Advisory Committee will allocate that
qualified nonelective contribution to the Qualified Nonelective Contributions
Account of each Participant eligible for an allocation of that designated
contribution, as specified in Section 3.04 of the Employer's Adoption
Agreement. The Advisory Committee will make the allocation to each eligible
Participant's Account in the same ratio that the Participant's Compensation for
the Plan Year bears to the total Compensation of all eligible Participants for
the Plan Year. The Advisory Committee will determine a Participant's
Compensation in accordance with the general definition of Compensation under
Section 1.12 of the Plan, as modified by the Employer in Sections 1.12 and 3.06
of its Adoption Agreement.

(D) NONELECTIVE CONTRIBUTIONS. To the extent the Employer makes nonelective
contributions for the Plan Year which, at the time of contribution, it does not
designate as qualified nonelective contributions, the Advisory Committee will
allocate those contributions in accordance with the elections under Section
3.04 of the Employer's Adoption Agreement. For purposes of the special
nondiscrimination tests described in Sections 14.08 and 14.09, the Advisory
Committee may treat nonelective contributions allocated under this paragraph as
qualified nonelective contributions, if the contributions otherwise satisfy the
definition of qualified nonelective contributions.

14.07 ANNUAL ELECTIVE DEFERRAL LIMITATION.

(A) ANNUAL ELECTIVE DEFERRAL LIMITATION. An Employee's elective deferrals
for a calendar year beginning after December 31, 1986, may not exceed the
402(g) limitation. The 402(g) limitation is the greater of $7,000 or the
adjusted amount determined by the Secretary of the Treasury. If,

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pursuant to a salary reduction agreement or pursuant to a cash or deferral
election, the Employer determines the Employee's elective deferrals to the Plan
for a calendar year would exceed the 402(g) limitation, the Employer will
suspend the Employee's salary reduction agreement, if any, until the following
January 1 and pay in cash the portion of a cash or deferral election which
would result in the Employee's elective deferrals for the calendar year
exceeding the 402(g) limitation. If the Advisory Committee determines an
Employee's elective deferrals already contributed to the Plan for a calendar
year exceed the 402(g) limitation, the Advisory Committee will distribute the
amount in excess of the 402(g) limitation (the "excess deferral"), as adjusted
for allocable income, no later than April 15 of the following calendar year. If
the Advisory Committee distributes the excess deferral by the appropriate April
15, it may make the distribution irrespective of any other provision under this
Plan or under the Code. The Advisory Committee will reduce the amount of excess
deferrals for a calendar year distributable to the Employee by the amount of
excess contributions (as determined in Section 14.08), if any, previously
distributed to the Employee for the Plan Year beginning in that calendar year.

If an Employee participates in another plan under which he makes
elective deferrals pursuant to a Code Section 401(k) arrangement, elective
deferrals under a Simplified Employee Pension, or salary reduction
contributions to a tax-sheltered annuity, irrespective of whether the Employer
maintains the other plan, he may provide the Advisory Committee a written claim
for excess deferrals made for a calendar year. The Employee must submit the
claim no later than the March 1 following the close of the particular calendar
year and the claim must specify the amount of the Employee's elective deferrals
under this Plan which are excess deferrals. If the Advisory Committee receives
a timely claim, it will distribute the excess deferral (as adjusted for
allocable income) the Employee has assigned to this Plan, in accordance with
the distribution procedure described in the immediately preceding paragraph.

(B) ALLOCABLE INCOME. For purposes of making a distribution of excess deferrals
pursuant to this Section 14.07, allocable income means net income or net loss
allocable to the excess deferrals for the calendar year in which the Employee
made the excess deferral, determined in a manner which is uniform,
nondiscriminatory and reasonably reflective of the manner used by the Plan to
allocate income to Participants' Accounts.

14.08 ACTUAL DEFERRAL PERCENTAGE ("ADP") TEST. For each Plan Year, the
Advisory Committee must determine whether the Plan's Code Section 401(k)
arrangement satisfies either of the following ADP tests:

(i) The average ADP for the Highly Compensated Group does not exceed
1.25 times the average ADP of the Nonhighly Compensated Group; or

(ii) The average ADP for the Highly Compensated Group does not exceed
the average ADP for the Nonhighly Compensated Group by more than two
percentage points (or the lesser percentage permitted by the multiple
use limitation in Section 14.10) and the average

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ADP for the Highly Compensated Group is not more than twice the
average ADP for the Nonhighly Compensated Group.

(A) CALCULATION OF ADP. The average ADP for a group is the average of the
separate ADPs calculated for each Eligible Employee who is a member of that
group. An Eligible Employee's ADP for a Plan Year is the ratio of the Eligible
Employee's deferral contributions for the Plan Year to the Employee's
Compensation for the Plan Year. For aggregated family members treated as a
single Highly Compensated Employee, the ADP of the family unit is the ADP
determined by combining the deferral contributions and Compensation of all
aggregated family members. A Nonhighly Compensated Employee's ADP does not
include elective deferrals made to this Plan or to any other Plan maintained by
the Employer, to the extent such elective deferrals exceed the 402(g)
limitation described in Section 14.07(A).

The Advisory Committee, in a manner consistent with Treasury
regulations, may determine the ADPs of the Eligible Employees by taking into
account qualified nonelective contributions or qualified matching
contributions, or both, made to this Plan or to any other qualified Plan
maintained by the Employer. The Advisory Committee may not include qualified
nonelective contributions in the ADP test unless the allocation of nonelective
contributions is nondiscriminatory when the Advisory Committee takes into
account all nonelective contributions (including the qualified nonelective
contributions) and also when the Advisory Committee takes into account only the
nonelective contributions not used in either the ADP test described in this
Section 14.08 or the ACP test described in Section 14.09. For Plan Years
beginning after December 31, 1989, the Advisory Committee may not include in
the ADP test any qualified nonelective contributions or qualified matching
contributions under another qualified plan unless that plan has the same plan
year as this Plan. The Advisory Committee must maintain records to demonstrate
compliance with the ADP test, including the extent to which the Plan used
qualified nonelective contributions or qualified matching contributions to
satisfy the test.

For Plan Years beginning prior to January 1, 1992, the Advisory
Committee may elect to apply a separate ADP test to each component group under
the Plan. Each component group separately must satisfy the commonality
requirement of the Code Section 401(k) regulations and the minimum coverage
requirements of Code Section 410(b). A component group consists of all the
allocations and other benefits, rights and features provided that group of
Employees. An Employee may not be part of more than one component group. The
correction rules described in this Section 14.08 apply separately to each
component group.

(B) SPECIAL AGGREGATION RULE FOR HIGHLY COMPENSATED EMPLOYEES. To determine
the ADP of any Highly Compensated Employee, the deferral contributions taken
into account must include any elective deferrals made by the Highly Compensated
Employee under any other Code Section 401(k) arrangement maintained by the
Employer, unless the elective deferrals are to an ESOP. If the plans containing
the Code Section 401(k) arrangements have different plan years, the Advisory
Committee will determine the combined deferral contributions on the basis of
the plan years ending in the same calendar year.

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<PAGE> 97

(C) AGGREGATION OF CERTAIN CODE Section 401(K) ARRANGEMENTS. If the Employer
treats two plans as a unit for coverage or nondiscrimination purposes, the
Employer must combine the Code Section 401(k) arrangements under such plans to
determine whether either plan satisfies the ADP test. This aggregation rule
applies to the ADP determination for all Eligible Employees, irrespective of
whether an Eligible Employee is a Highly Compensated Employee or a Nonhighly
Compensated Employee. For Plan Years beginning after December 31, 1989, an
aggregation of Code Section 401(k) arrangements under this paragraph does not
apply to plans which have different plan years and, for Plan Years beginning
after December 31, 1988, the Advisory Committee may not aggregate an ESOP (or
the ESOP portion of a plan) with a non-ESOP plan (or non-ESOP portion of a
plan).

(D) CHARACTERIZATION OF EXCESS CONTRIBUTIONS. If, pursuant to this Section
14.08, the Advisory Committee has elected to include qualified matching
contributions in the average ADP, the Advisory Committee will treat excess
contributions as attributable proportionately to deferral contributions and to
qualified matching contributions allocated on the basis of those deferral
contributions. If the total amount of a Highly Compensated Employee's excess
contributions for the Plan Year exceeds his deferral contributions or qualified
matching contributions for the Plan Year, the Advisory Committee will treat the
remaining portion of his excess contributions as attributable to qualified
nonelective contributions. The Advisory Committee will reduce the amount of
excess contributions for a Plan Year distributable to a Highly Compensated
Employee by the amount of excess deferrals (as determined in Section 14.07), if
any, previously distributed to that Employee for the Employee's taxable year
ending in that Plan Year.

(E) DISTRIBUTION OF EXCESS CONTRIBUTIONS. If the Advisory Committee determines
the Plan fails to satisfy the ADP test for a Plan Year, it must distribute the
excess contributions, as adjusted for allocable income, during the next Plan
Year. However, the Employer will incur an excise tax equal to 10% of the amount
of excess contributions for a Plan Year not distributed to the appropriate
Highly Compensated Employees during the first 2 1/2 months of that next Plan
Year. The excess contributions are the amount of deferral contributions made by
the Highly Compensated Employees which causes the Plan to fail to satisfy the
ADP test. The Advisory Committee will distribute to each Highly Compensated
Employee his respective share of the excess contributions. The Advisory
Committee will determine the respective shares of excess contributions by
starting with the Highly Compensated Employee(s) who has the greatest ADP,
reducing his ADP (but not below the next highest ADP), then, if necessary,
reducing the ADP of the Highly Compensated Employee(s) at the next highest ADP
level (including the ADP of the Highly Compensated Employee(s) whose ADP the
Advisory Committee already has reduced), and continuing in this manner until
the average ADP for the Highly Compensated Group satisfies the ADP test. If the
Highly Compensated Employee is part of an aggregated family group, the Advisory
Committee, in accordance with the applicable Treasury regulations, will
determine each aggregated family member's allocable share of the excess
contributions assigned to the family unit.

(F) ALLOCABLE INCOME. To determine the amount of the corrective distribution
required under this Section 14.08, the Advisory Committee must calculate the
allocable income for the Plan Year in which the excess contributions arose.
"Allocable income" means net income or net loss. To calculate

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allocable income for the Plan Year, the Advisory Committee will use a uniform
and nondiscriminatory method which reasonably reflects the manner used by the
Plan to allocate income to Participants' Accounts.

14.09 NONDISCRIMINATION RULES FOR EMPLOYER MATCHING
CONTRIBUTIONS/PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS. For Plan Years beginning
after December 31, 1986, the Advisory Committee must determine whether the
annual Employer matching contributions (other than qualified matching
contributions used in the ADP under Section 14.08), if any, and the Employee
contributions, if any, satisfy either of the following average contribution
percentage ("ACP") tests:

(i) The ACP for the Highly Compensated Group does not exceed 1.25
times the ACP of the Nonhighly Compensated Group; or

(ii) The ACP for the Highly Compensated Group does not exceed the ACP
for the Nonhighly Compensated Group by more than two percentage points
(or the lesser percentage permitted by the multiple use limitation in
Section 14.10) and the ACP for the Highly Compensated Group is not
more than twice the ACP for the Nonhighly Compensated Group.

(A) CALCULATION OF ACP. The average contribution percentage for a group is the
average of the separate contribution percentages calculated for each Eligible
Employee who is a member of that group. An Eligible Employee's contribution
percentage for a Plan Year is the ratio of the Eligible Employee's aggregate
contributions for the Plan Year to the Employee's Compensation for the Plan
Year. "Aggregate contributions" are Employer matching contributions (other than
qualified matching contributions used in the ADP test under Section 14.08) and
employee contributions (as defined in Section 14.03). For aggregated family
members treated as a single Highly Compensated Employee, the contribution
percentage of the family unit is the contribution percentage determined by
combining the aggregate contributions and Compensation of all aggregated family
members.

The Advisory Committee, in a manner consistent with Treasury
regulations, may determine the contribution percentages of the Eligible
Employees by taking into account qualified nonelective contributions (other
than qualified nonelective contributions used in the ADP test under Section
14.08) or elective deferrals, or both, made to this Plan or to any other
qualified Plan maintained by the Employer. The Advisory Committee may not
include qualified nonelective contributions in the ACP test unless the
allocation of nonelective contributions is nondiscriminatory when the Advisory
Committee takes into account all nonelective contributions (including the
qualified nonelective contributions) and also when the Advisory Committee takes
into account only the nonelective contributions not used in either the ADP test
described in Section 14.08 or the ACP test described in this Section 14.09. The
Advisory Committee may not include elective deferrals in the ACP test, unless
the Plan which includes the elective deferrals satisfies the ADP test both with
and without the elective deferrals included in this ACP test. For Plan Years
beginning after December 31, 1989, the Advisory Committee may not include in
the ACP test any qualified nonelective contributions or elective deferrals
under another qualified plan unless that plan has the same plan year as this
Plan.

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The Advisory Committee must maintain records to demonstrate compliance with the
ACP test, including the extent to which the Plan used qualified nonelective
contributions or elective deferrals to satisfy the test. For Plan Years
beginning prior to January 1, 1992, the component group testing rule permitted
under Section 14.08(A) also applies to the ACP test under this Section 14.09.

(B) SPECIAL AGGREGATION RULE FOR HIGHLY COMPENSATED EMPLOYEES. To determine the
contribution percentage of any Highly Compensated Employee, the aggregate
contributions taken into account must include any matching contributions (other
than qualified matching contributions used in the ADP test) and any Employee
contributions made on his behalf to any other plan maintained by the Employer,
unless the other plan is an ESOP. If the plans have different plan years, the
Advisory Committee will determine the combined aggregate contributions on the
basis of the plan years ending in the same calendar year.

(C) AGGREGATION OF CERTAIN PLANS. If the Employer treats two plans as a unit
for coverage or nondiscrimination purposes, the Employer must combine the plans
to determine whether either plan satisfies the ACP test. This aggregation rule
applies to the contribution percentage determination for all Eligible
Employees, irrespective of whether an Eligible Employee is a Highly Compensated
Employee or a Nonhighly Compensated Employee. For Plan Years beginning after
December 31, 1989, an aggregation of plans under this paragraph does not apply
to plans which have different plan years and, for Plan Years beginning after
December 31, 1988, the Advisory Committee may not aggregate an ESOP (or the
ESOP portion of a plan.) with a non-ESOP plan (or non-ESOP portion of a plan).

(D) DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS. The Advisory Committee will
determine excess aggregate contributions after determining excess deferrals
under Section 14.07 and excess contributions under Section 14.08. If the
Advisory Committee determines the Plan fails to satisfy the ACP test for a Plan
Year, it must distribute the excess aggregate contributions, as adjusted for
allocable income, during the next Plan Year. However, the Employer will incur
an excise tax equal to 10% of the amount of excess aggregate contributions for
a Plan Year not distributed to the appropriate Highly Compensated Employees
during the first 2 1/2 months of that next Plan Year. The excess aggregate
contributions are the amount of aggregate contributions allocated on behalf of
the Highly Compensated Employees which causes the Plan to fail to satisfy the
ACP test. The Advisory Committee will distribute to each Highly Compensated
Employee his respective share of the excess aggregate contributions. The
Advisory Committee will determine the respective shares of excess aggregate
contributions by starting with the Highly Compensated Employee(s) who has the
greatest contribution percentage, reducing his contribution percentage (but not
below the next highest contribution percentage), then, if necessary, reducing
the contribution percentage of the Highly Compensated Employee(s) at the next
highest contribution percentage level (including the contribution percentage of
the Highly Compensated Employee(s) whose contribution percentage the Advisory
Committee already has reduced), and continuing in this manner until the ACP for
the Highly Compensated Group satisfies the ACP test. If the Highly Compensated
Employee is part of an aggregated family group, the Advisory Committee, in
accordance with the applicable Treasury

14.11

<PAGE> 100

regulations, will determine each aggregated family member's allocable share of
the excess aggregate contributions assigned to the family unit.

(E) ALLOCABLE INCOME. To determine the amount of the corrective distribution
required under this Section 14.09, the Advisory Committee must calculate the
allocable income for the Plan Year in which the excess aggregate contributions
arose. "Allocable income" means net income or net loss. The Advisory
Committee will determine allocable income in the same manner as described in
Section 14.08(F) for excess contributions.

(F) CHARACTERIZATION OF EXCESS AGGREGATE CONTRIBUTIONS. The Advisory Committee
will treat a Highly Compensated Employee's allocable share of excess aggregate
contributions in the following priority: (1) first as attributable to his
Employee contributions which are voluntary contributions, if any; (2) then as
matching contributions allocable with respect to excess contributions
determined under the ADP test described in Section 14.08; (3) then on a pro
rata basis to matching contributions and to the deferral contributions relating
to those matching contributions which the Advisory Committee has included in
the ACP test; (4) then on a pro rata basis to Employee contributions which are
mandatory contributions, if any, and to the matching contributions allocated on
the basis of those mandatory contributions; and (5) last to qualified
nonelective contributions used in the ACP test. To the extent the Highly
Compensated Employee's excess aggregate contributions are attributable to
matching contributions, and he is not 100% vested in his Accrued Benefit
attributable to matching contributions, the Advisory Committee will distribute
only the vested portion and forfeit the nonvested portion. The vested portion
of the Highly Compensated Employee's excess aggregate contributions
attributable to Employer matching contributions is the total amount of such
excess aggregate contributions (as adjusted for allocable income) multiplied by
his vested percentage (determined as of the last day of the Plan Year for which
the Employer made the matching contribution). The Employer will specify in
Adoption Agreement Section 3.05 the manner in which the Plan will allocate
forfeited excess aggregate contributions.

14.10 MULTIPLE USE LIMITATION. For Plan Years beginning after December
31, 1988, if at least one Highly Compensated Employee is includible in the ADP
test under Section 14.08 and in the ACP test under Section 14.09, the sum of
the Highly Compensated Group's ADP and ACP may not exceed the multiple use
limitation.

The multiple use limitation is the sum of (i) and (ii):

(i) 125% of the greater of: (a) the ADP of the Nonhighly Compensated
Group under the Code Section 401(k) arrangement; or (b) the ACP of the
Nonhighly Compensated Group for the Plan Year beginning with or within
the Plan Year of the Code Section 401(k) arrangement.

(ii) 2% plus the lesser of: (i)(a) or (i)(b), but no more than twice
the lesser of (i)(a) or (i)(b).

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<PAGE> 101

The Advisory Committee, in lieu of determining the multiple use
limitation as the sum of (i) and (ii), may elect to determine the multiple use
limitation as the sum of (iii) and (iv):

(iii) 125% of the lesser of: (a) the ADP of the Nonhighly Compensated
Group under the Code Section 401(k) arrangement; or (b) the ACP of the
Nonhighly Compensated Group for the Plan Year beginning with or within
the Plan Year of the Code Section 401(k) arrangement.

(iv) 2% plus the greater of: (iii)(a) or (iii)(b), but no more than
twice the greater of (iii)(a) or (iii)(b).

The Advisory Committee will determine whether the Plan satisfies the
multiple use limitation after applying the ADP test under Section 14.08 and the
ACP test under Section 14.09 and after making any corrective distributions
required by those Sections. If, after applying this Section 14.10, the Advisory
Committee determines the Plan has failed to satisfy the multiple use
limitation, the Advisory Committee will correct the failure by treating the
excess amount as excess contributions under Section 14.08 or as excess
aggregate contributions under Section 14.09, as it determines in its sole
discretion. This Section 14.10 does not apply unless, prior to application of
the multiple use limitation, the ADP and the ACP of the Highly Compensated
Group each exceeds 125% of the respective percentages for the Nonhighly
Compensated Group.

14.11 DISTRIBUTION RESTRICTIONS. The Employer must elect in Section
6.03 the Adoption Agreement the distribution events permitted under the Plan.
The distribution events applicable to the Participant's Deferral Contributions
Account, Qualified Nonelective Contributions Account and Qualified Matching
Contributions Account must satisfy the distribution restrictions described in
paragraph (m) of Section 14.03.

(A) HARDSHIP DISTRIBUTIONS FROM DEFERRAL CONTRIBUTIONS ACCOUNT. The Employer
must elect in Adoption Agreement Section 6.03 whether a Participant may receive
hardship distributions from his Deferral Contributions Account prior to the
Participant's Separation from Service. Hardship distributions from the Deferral
Contributions Account must satisfy the requirements of this Section 14.11. A
hardship distribution option may not apply to the Participant's Qualified
Nonelective Contributions Account or Qualified Matching Contributions Account,
except as provided in paragraph (3).

(1) DEFINITION OF HARDSHIP. A hardship distribution under this Section
14.11 must be on account of one or more of the following immediate and heavy
financial needs: (1) medical care described in Code Section 213(d) incurred by
the Participant, by the Participant's spouse, or by any of the Participant's
dependents, or necessary to obtain such medical care; (2) the purchase
(excluding mortgage payments) of a principal residence for the Participant; (3)
the payment of post-secondary education tuition and related educational fees,
for the next 12-month period, for the Participant, for the Participant's
spouse, or for any of the Participant's dependents (as defined in Code Section
152); (4) to prevent the eviction of the Participant from his principal
residence or the foreclosure on the mortgage of the Participant's principal
residence; or (5) any need prescribed by the Revenue Service in a

14.13

<PAGE> 102

revenue ruling, notice or other document of general applicability which
satisfies the safe harbor definition of hardship.

(2) RESTRICTIONS. The following restrictions apply to a Participant
who receives a hardship distribution: (a) the Participant may not make elective
deferrals or employee contributions to the Plan for the 12-month period
following the date of his hardship distribution; (b) the distribution is not in
excess of the amount of the immediate and heavy financial need (including any
amounts necessary to pay any federal, state or local income taxes or penalties
reasonably anticipated to result from the distribution); (c) the Participant
must have obtained all distributions, other than hardship distributions, and
all nontaxable loans (determined at the time of the loan) currently available
under this Plan and all other qualified plans maintained by the Employer; and
(d) the Participant agrees to limit elective deferrals under this Plan and
under any other qualified Plan maintained by the Employer, for the
Participant's taxable year immediately following the taxable year of the
hardship distribution, to the 402(g) limitation (as described in Section
14.07), reduced by the amount of the Participant's elective deferrals made in
the taxable year of the hardship distribution.

The suspension of elective deferrals and employee contributions described in
clause (a) also must apply to all other qualified plans and to all nonqualified
plans of deferred compensation maintained by the Employer, other than any
mandatory employee contribution portion of a defined benefit plan, including
stock option, stock purchase and other similar plans, but not including health
or welfare benefit plans (other than the cash or deferred arrangement portion
of a cafeteria plan).

(3) EARNINGS. For Plan Years beginning after December 31, 1988, a
hardship distribution under this Section 14.11 may not include earnings on an
Employee's elective deferrals credited after December 31, 1988. Qualified
matching contributions and qualified nonelective contributions, and any
earnings on such contributions, credited as of December 31, 1988, are subject
to the hardship withdrawal only if the Employer specifies in an addendum to
this Section 14.11. The addendum may modify the December 31, 1988, date for
purposes of determining credited amounts provided the date is not later than
the end of the last Plan Year ending before July 1, 1989.

(B) DISTRIBUTIONS AFTER SEPARATION FROM SERVICE. Following the Participant's
Separation from Service, the distribution events applicable to the Participant
apply equally to all of the Participant's Accounts, except as elected in
Section 6.03 of the Employer's Adoption Agreement.

(C) CORRECTION OF ANNUAL ADDITIONS LIMITATION. If, as a result of a reasonable
error in determining the amount of elective deferrals an Employee may make
without violating the limitations of Part 2 of Article III, an Excess Amount
results, the Advisory Committee will return the Excess Amount (as adjusted for
allocable income) attributable to the elective deferrals. The Advisory
Committee will make this distribution before taking any corrective steps
pursuant to Section 3.10 or to Section 3.16. The Advisory Committee will
disregard any elective deferrals returned under this Section 14.11(C) for
purposes of Sections 14.07, 14.08 and 14.09.

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<PAGE> 103

14.12 SPECIAL ALLOCATION RULES. If the Code Section 401(k) arrangement
provides for salary reduction contributions, if the Plan accepts Employee
contributions, pursuant to Adoption Agreement Section 4.01, or if the Plan
allocates matching contributions as of any date other than the last day of the
Plan Year, the Employer must elect in Adoption Agreement 9.11 whether any
special allocation provisions will apply under Section 9.11 of the Plan. For
purposes of the elections:

(a) A "segregated Account" direction means the Advisory Committee will
establish a segregated Account for the applicable contributions made
on the Participant's behalf during the Plan Year. The Trustee must
invest the segregated Account in Federally insured interest bearing
savings account(s) or time deposits, or a combination of both, or in
any other fixed income investments, unless otherwise specified in the
Employer's Adoption Agreement. As of the last day of each Plan Year
(or, if earlier, an allocation date coinciding with a valuation date
described in Section 9.11), the Advisory Committee will reallocate the
segregated Account to the Participant's appropriate Account, in
accordance with Section 3.04 or Section 4.06, whichever applies to the
contributions.

(b) A "weighted average allocation" method will treat a weighted
portion of the applicable contributions as if includible in the
Participant's Account as of the beginning of the valuation period. The
weighted portion is a fraction, the numerator of which is the number
of months in the valuation period, excluding each month in the
valuation period which begins prior to the contribution date of the
applicable contributions, and the denominator of which is the number
of months in the valuation period. The Employer may elect in its
Adoption Agreement to substitute a weighting period other than months
for purposes of this weighted average allocation.

14.15

<PAGE> 104

ARTICLE A
APPENDIX TO PLAN AND TRUST AGREEMENT

This Article is necessary to comply with the Unemployment Compensation
Amendments Act of 1992 and is an integral part of the basic plan document.
Section 12.08 applies to any modification or amendment of this Article.

A-1. APPLICATIONS. This Article applies to distributions made on or
after January 1, 1993. Notwithstanding any provision of the Plan to the
contrary that would otherwise limit a distributee's election under this
Article, a distributes may elect, at the time and in the manner prescribed by
the Plan Administrator, to have any portion of an eligible rollover
distribution paid directly to an eligible retirement plan specified by the
distributee in a direct rollover.

A-2. DEFINITIONS.

(a) "Eligible rollover distribution." An eligible rollover
distribution is any distribution of all or any portion of the balance to the
credit of the distributee, except that an eligible rollover distribution does
not include: any distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for the life (or
life expectancy) of the distributee or the joint lives (or joint life
expectancies) of the distributee and the distributee's designated beneficiary,
or for a specified period of ten years or more; any distribution to the extent
such distribution is required under Code Section 401(a)(9); and the portion of
any distribution that is not includible in gross income (determined without
regard to the exclusion of net unrealized appreciation with respect to employer
securities).

(b) "Eligible retirement plan." An eligible retirement plan is an
individual retirement account described in Code Section 408(a), an individual
retirement annuity described in Code Section 408(b), an annuity plan described
in Code Section 403(a), or a qualified trust described in Code Section 401(a),
that accepts the distributee's eligible rollover distribution. However, in the
case of an eligible rollover distribution to the surviving spouse, an eligible
retirement plan is an individual retirement account or individual retirement
annuity.

(c) "Distributee." A distributee includes an Employee or former
Employee. In addition, the Employee's or former Employee's surviving spouse and
the Employee's or former Employee's spouse or former spouse who is the
alternate payee under a qualified domestic relations order, as defined in Code
Section 414(p), are distributees with regard to the interest of the spouse or
former spouse.

(d) "Direct rollover." A direct rollover is a payment by the Plan to
the eligible retirement plan specified by the distributee.

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APPENDIX B TO GENERAL INSTRUCTIONS
CHECKLIST OF EMPLOYER ADMINISTRATIVE ELECTIONS

The Prototype Plan permits the adopting employer (or the Advisory
Committee) to make certain administrative elections not reflected in the
adoption agreement. This form lists those administrative elections and provides
a means of recording your decision.

1. SECTION 1.09 - Definition of highly compensated employee. The plan
permits the employer to make a calendar year election for purposes of
identifying highly compensated employees.

[x] The plan will use the calendar year election.
[ ] The plan will not use the calendar year election.

2. SECTION 1.12(B) - Nondiscrimination definition of compensation. When
testing discrimination under the plan, the plan permits the employer
to elect to "gross up" an employees compensation by the amount of his
elective contributions for the year.

[ ] The plan will "gross up" compensation for elective contributions.
[ ] The plan will exclude elective contributions.

[Note: This election solely is for purposes of testing
discrimination. The election does not affect the employer's election
under Option (a) or (b) of Adoption Agreement Section 1.12. The
elections under Adoption Agreement Section 1.12 apply to the
definition of compensation for purposes of making allocations of
employer contributions and participant forfeitures.]

3. SECTION 4.03. Rollover contributions.

[x] The plan accepts rollover contributions.
[ ] The plan does not accept rollover contributions.

4. SECTION 7.04. If your plan has a discretionary trustee, Section 7.04
authorizes the employer to enter into a written agreement with the
trustee permitting the employer to direct investments. Legal counsel
should assist you in this arrangement.

5. SECTION 8.10. If the trustee agrees, the plan authorizes participant
direction of investment. The adopting employer, the Advisory Committee
and the trustee should agree to the conditions and limitations of
participant direction of investment. Legal counsel should assist you
with this election.

[ ] The plan will permit participant direction of investment.
[x] The plan will not permit participant direction of investment.

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6. SECTION 9.04. The plan authorizes the Advisory Committee to adopt a
written loan policy to permit participant loans.

[ ] The plan will permit participant loans.
[x] The plan will not permit participant loans.

7. SECTION 11.01. The plan may invest in life insurance on behalf of a
participant's account, subject to participant consent.

[ ] The plan will invest in life insurance contracts.
[x] The plan will not invest in life insurance contracts.

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<PAGE> 107

ADOPTION AGREEMENT #004
NONSTANDARDIZED MONEY PURCHASE PLAN

The undersigned, MMI Products, Inc. ("Employer"), by executing this
Adoption Agreement, elects to become a participating Employer in the Advanced
Retirement Plans of America, Inc. Defined Contribution Prototype Plan (basic
plan document #01) by adopting the accompanying Plan and Trust in full as if
the Employer were a signatory to that Agreement. The Employer makes the
following elections granted under the provisions of the Prototype Plan.

ARTICLE I
DEFINITIONS

1.02 TRUSTEE. The Trustee executing this Adoption Agreement is:
(Choose (a) or (b))

[X] (a) A discretionary Trustee. See Section 10.03[A] of the Plan.

[ ] (b) A nondiscretionary Trustee. See Section 10.03[B] of the Plan.
[Note: The Employer may not elect Option (b) if a Custodian
executes the Adoption Agreement.]

1.03 PLAN. The name of the Plan as adopted by the Employer is MMI
Products, Inc. Pension Plan.

1.07 EMPLOYEE. The following Employees are not eligible to
participate in the Plan: (Choose (a) or at least one of (b)
through (g))

[ ] (a) No exclusions.

[X] (b) Collective bargaining employees (as defined in Section 1.07 of
the Plan). [Note: If the Employer excludes union employees from
the Plan, the Employer must be able to provide evidence that
retirement benefits were the subject of good faith bargaining.]

[X] (c) Nonresident aliens who do not receive any earned income (as
defined in Code Section 911(d)(2)) from the Employer which
constitutes United States source income (as defined in Code
Section 861(a)(3)).

[ ] (d) Commission Salesmen.

[ ] (e) Any Employee compensated on a salaried basis.

[ ] (f) Any Employee compensated on an hourly basis.

[X] (g) (Specify) Hourly employees of the Langley Road, Houston, TX
plant.

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<PAGE> 108
LEASED EMPLOYEES. Any Leased Employee treated as an Employee under Section
1.31 of the Plan, is: (Choose (h) or (i))

[X] (h) Not eligible to participate in the Plan.

[ ] (i) Eligible to participate in the Plan, unless excluded by reason of
an exclusion classification elected under this Adoption Agreement
Section 1.07.

RELATED EMPLOYERS. If any member of the Employer's related group (as defined
in Section 1.30 of the Plan) executes a Participation Agreement to this
Adoption Agreement, such member's Employees are eligible to participate in this
Plan, unless excluded by reason of an exclusion classification elected under
this Adoption Agreement Section 1.07. In addition: (Choose (j) or (k))

[X] (j) No other related group member's Employees are eligible to
participate in the Plan.

[ ] (k) The following nonparticipating related group member's Employees
are eligible to participate in the Plan unless excluded by reason
of an exclusion classification elected under this Adoption
Agreement Section
1.07:__________________________________________.

1.12 COMPENSATION.

TREATMENT OF ELECTIVE CONTRIBUTIONS. (Choose (a) or (b))

[X] (a) "Compensation" includes elective contributions made by the
Employer on the Employee's behalf.

[ ] (b) "Compensation" does not include elective contributions.

MODIFICATIONS TO COMPENSATION DEFINITION. (Choose (c) or at least one of (d)
through (j))

[ ] (c) No modifications other than as elected under Options (a) or (b).

[ ] (d) The Plan excludes Compensation in excess of $_____.

[ ] (e) In lieu of the definition in Section 1.12 of the Plan,
Compensation means any earnings reportable as W-2 wages for
Federal income tax withholding purposes, subject to any other
election under this Adoption Agreement Section 1.12.

[X] (f) The Plan excludes bonuses.

[ ] (g) The Plan excludes overtime.

[X] (h) The Plan excludes Commissions.

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<PAGE> 109
[X] (i) The Plan excludes Compensation from a related employer (as
defined in Section 1.30 of the Plan) that has not executed a
Participation Agreement in this Plan unless, pursuant to Adoption
Agreement Section 1.07, the Employees of that related employer
are eligible to participate in this Plan.

[X] (j) (Specify) Special or extraordinary pay, reimb. for relocation
exp., rewards for performance of serv. not included in reg.
duties.

If, for any Plan Year, the Plan uses permitted disparity in the contribution or
allocation formula elected under Article III, any election of Options (f), (g),
(h) or (j) is ineffective for such Plan Year with respect to any Nonhighly
Compensated Employee.

1.17 PLAN YEAR/LIMITATION YEAR.

PLAN YEAR. Plan Year means: (Choose (a) or (b))

(a) [DELETED]

[X] (b) (Specify) The 52 or 53 week Period which ends on or about
December 31 and which coincides with the fiscal year of MMI
Products, Inc.

LIMITATION YEAR. The Limitation Year is: (Choose (c) or (d))

[X] (c) The Plan Year.

[ ] (d) The 12 consecutive month period ending every ___________________.

1.18 EFFECTIVE DATE.

NEW PLAN. The "Effective Date" of the Plan is _________________.

RESTATED PLAN. The restated Effective Date is January 1, 1989.
This Plan is a substitution and amendment of an existing retirement plan(s)
originally established January 1, 1989. [Note: See the Effective Date
Addendum.]

1.27 HOUR OF SERVICE. The crediting method for Hours of Service is:
(Choose (a) or (b))

[X] (a) The actual method.

[ ] (b) The _ equivalency method, except:

[ ] (1) No exceptions.

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<PAGE> 110
[ ] (2) The actual method applies for purposes of: (Choose at
least one)

[ ] (i) Participation under Article II.

[ ] (ii) Vesting under Article V.

[ ] (iii) Accrual of benefits under Section 3.06.

[Note: On the blank line, insert "daily," "weekly," "semi-monthly payroll
periods" or "monthly."]

1.29 SERVICE FOR PREDECESSOR EMPLOYER. In addition to the predecessor
service the Plan must credit by reason of Section 1.29 of the Plan, the Plan
credits Service with the following predecessor employer(s): Ivy Steel Products
Corp. and its predecessors and Merchants Metals, Inc.. Service with the
designated predecessor employer(s) applies: (Choose at least one of (a) or
(b); (c) is available only in addition to (a) or (b))

[X] (a) For purposes of participation under Article II.

[X] (b) For purposes of vesting under Article V.

[ ] (c) Except the following Service: __________________________________.

[Note: If the Plan does not credit any predecessor service under this
provision, insert "N/A" in the first blank line. The Employer may attach a
schedule to this Adoption Agreement, in the same format as this Section 1.29,
designating additional predecessor employers and the applicable service
crediting elections.]

1.31 LEASED EMPLOYEES. If a Leased Employee is a Participant in the
Plan and also participates in a plan maintained by the leasing organization:
(Choose (a) or (b))

[X] (a) The Advisory Committee will determine the Leased Employee's
allocation of Employer contributions under Article III without
taking into account the Leased Employee's allocation, if any,
under the leasing organization's plan.

[ ] (b) The Advisory Committee will reduce a Leased Employee's allocation
of Employer contributions under this Plan by the Leased
Employee's allocation under the leasing organization's plan, but
only to the extent that allocation is attributable to the Leased
Employee's service provided to the Employer. The leasing
organization's plan:

[ ] (1) Must be a money purchase plan which would satisfy the
definition under Section 1.31 of a safe harbor plan,
irrespective of whether the safe harbor exception applies.

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<PAGE> 111
[ ] (2) Must satisfy the features and, if a defined benefit plan,
the method of reduction described in an addendum to this
Adoption Agreement, numbered 1.31.

ARTICLE II
EMPLOYEE PARTICIPANTS

2.01 ELIGIBILITY.

ELIGIBILITY CONDITIONS. To become a Participant in the Plan, an Employee, must
satisfy the following eligibility conditions: (Choose (a) or (b) or both)

[X] (a) Attainment of age 21 (specify age, not exceeding 21).

[X] (b) Service requirement. (Choose one of (1) through (4))

[X] (1) One Year of Service.

[ ] (2) Two Years of Service, without an intervening Break in
Service. See Section 2.03(A) of the Plan.

[ ] (3) __ months (not exceeding 24) following the Employee's
Employment Commencement Date.

[ ] (4) One Hour of Service.

PLAN ENTRY DATE. "Plan Entry Date" means the Effective Date and: (Choose (c),
(d) or (e))

[X] (c) Semi-annual Entry Dates. The first day of the Plan Year and the
first day of the seventh month of the Plan Year.

[ ] (d) The first day of the Plan Year.

[ ] (e) (Specify entry dates) ___________________________________________
_____________________.

TIME OF PARTICIPATION. An Employee will become a Participant, unless excluded
under Adoption Agreement Section 1.07, on the Plan Entry Date (if employed on
that date): (Choose (f), (g) or (h))

[X] (f) immediately following

[ ] (g) immediately preceding

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<PAGE> 112
[ ] (h) nearest

the date the Employee completes the eligibility conditions described in Options
(a) and (b) of this Adoption Agreement Section 2.01. [Note: The Employer must
coordinate the selection of (f), (g) or (h) with the "Plan Entry Date"
selection in (c), (d) or (e). Unless otherwise excluded under Section 1.07,
the Employee must become a Participant by the earlier of: (1) the first day of
the Plan Year beginning after the date the Employee completes the age and
service requirements of Code Section 410(a); or (2) 6 months after the date the
Employee completes those requirements.]

DUAL ELIGIBILITY. The eligibility conditions of this Section 2.01 apply to:
(Choose (i) or (j))

[X] (i) All Employees of the Employer, except: (Choose (1) or (2))

[X] (1) No exceptions.

[ ] (2) Employees who are Participants in the Plan as of the
Effective Date.

[ ] (j) Solely to an Employee employed by the Employer after
________________________. If the Employee was employed by the
Employer on or before the specified date, the Employee will
become a Participant: (Choose (1), (2) or (3))

[ ] (1) On the latest of the Effective Date, his Employment
Commencement Date or the date he attains age _____ (not to
exceed 21).

[ ] (2) Under the eligibility conditions in effect under the Plan
prior to the restated Effective Date. [For restated plans
only.]

[ ] (3) (Specify) _________________________________________________
_____________________________.

2.02 YEAR OF SERVICE - PARTICIPATION.

HOURS OF SERVICE. An Employee must complete: (Choose (a) or (b))

[X] (a) 1,000 Hours of Service

[ ] (b) ____ Hours of Service

during an eligibility computation period to receive credit for a Year of
Service. [Note: The Hours of Service requirement may not exceed 1, 000.]

ELIGIBILITY COMPUTATION PERIOD. After the initial eligibility computation
period described in Section 2.02 of the Plan, the Plan measures the eligibility
computation period as: (Choose (c) or (d))

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<PAGE> 113
[X] (c) The 12 consecutive month period beginning with each anniversary
of an Employee's Employment Commencement Date.

[ ] (d) The Plan Year, beginning with the Plan Year which includes the
first anniversary of the Employee's Employment Commencement Date.

2.03 BREAK IN SERVICE - PARTICIPATION. The Break in Service rule
described in Section 2.03(B) of the Plan: (Choose (a) or (b))

[X] (a) Does not apply to the Employer's Plan.

[ ] (b) Applies to the Employer's Plan.

2.06 ELECTION NOT TO PARTICIPATE. The Plan: (Choose (a) or (b))

[X] (a) Does not permit an eligible Employee or a Participant to elect
not to participate.

[ ] (b) Does permit an eligible Employee or a Participant to elect not to
participate in accordance with Section 2.06 and with the
following rules: (Complete (1), (2), (3) and (4))

(1) An election is effective for a Plan Year if filed no later than
_________________.

(2) An election not to participate must be effective for at least __
Plan Year(s).

(3) Following a re-election to participate, the Employee or
Participant:

[ ] (i) May not again elect not to participate for any subsequent
Plan Year.

[ ] (ii) May again elect not to participate, but not earlier than
the ____________ Plan Year following the Plan Year in
which the re-election first was effective.

(4) (Specify) __________________________________________________
[Insert "N/A" if no other rules apply].

ARTICLE III
EMPLOYER CONTRIBUTIONS AND FORFEITURES
SEE ATTACHED
3.01 AMOUNT. The amount of the Employer's annual contribution to the
Trust will equal: (Choose (a), (b), (c), (d) or (e); (f) is
mandatory if the Employer elects (b) or (c) or Adoption Agreement
Section 3.04 (b) (2))

7
<PAGE> 114
[ ] (a) NONINTEGRATED CONTRIBUTION FORMULA. __% of each Participant's
Compensation for the Plan Year.

[ ] (b) INTEGRATED CONTRIBUTION FORMULA. (Complete both percentages)

_____% of each Participant's total Compensation for the Plan Year,

plus

_____% of each Participant's Compensation for the Plan Year in excess of
the Integration Level. [Note: The second percentage may not exceed
the lesser of the first percentage or the applicable percentage
described in the Maximum Disparity Table.]

[ ] (c) STEP-RATE INTEGRATED CONTRIBUTION FORMULA. (Complete both
percentages)

______% of each Participant's Compensation for the Plan Year which does
not exceed the Integration Level,

plus
______% of each Participant's Compensation for the Plan Year in excess
of the Integration Level. [Note: The difference between the second
percentage and the first percentage may not exceed the lesser of the
first percentage or the applicable percentage described in the Maximum
Disparity Table.]

[ ] (d) FLAT CONTRIBUTION FORMULA. (Choose (1), (2) or (3); (4) is
optional only in addition to (2) or (3))

[ ] (1) $__________, subject to the limitations of Part 2
of Article III of the Plan.

[ ] (2) For each Participant, $__________ for each
___________.

[ ] (3) For each Participant, ______% of Compensation for
each _______________________________.

[ ] (4) The contribution on behalf of any Participant:
(Choose (i) or (ii))

[ ] (i) May not exceed ____________________________.

[ ] (ii) May not be less than ______________________.

[ ] (e) FROZEN PLAN FORMULA. This Plan is a frozen Plan effective
_______. The Employer will not contribute to the Plan with
respect to any period following that stated date.

[ ] (f) INTEGRATION LEVEL. The Integration Level under the Plan is:
(Choose (1) or (2))

8
<PAGE> 115
[ ] (1) _____% (not exceeding 100%) of the taxable wage base, as
determined under Section 230 of the Social Security Act,
in effect on the first day of the Plan Year: (Choose any
combination of (i) and (ii) or choose (iii))

[ ] (i) Rounded to ________________________________ (but
not exceeding the taxable wage base).

[ ] (ii) But not greater than $_______.

[ ] (iii) Without any further adjustment or limitation.

[ ] (2) $_________ [Note: Not exceeding the taxable wage base for
the Plan Year in which this Adoption Agreement first is
effective.]

MAXIMUM DISPARITY TABLE. For purposes of Options (b) and (c) and Adoption
Agreement Section 3.04(b)(2), the applicable percentage is:

Integration Level (as Applicable
percentage of taxable wage base) Percentage
-------------------------------- ----------
<S> <C>
100% 5.7%

More than 80% but less than 100% 5.4%

More than 20% (but not less than $10,001)
and not more than 80% 4.3%

20% (or $10,000, if greater) or less 5.7%
</TABLE>

APPLICATION OF CONTRIBUTION FORMULA. The Employer will determine its
contribution under Options (a), (b), (c) or (d) by taking into account only the
Participants who satisfy the conditions under Section 3.06 for an allocation of
Employer contributions and only the Participant's Compensation taken into
account under Section 3.06. The Employer contribution on behalf of a
Participant may not exceed the Participant's annual additions limitation
described in Part 2 of Article III, even if the contribution formula otherwise
would require a larger contribution. The Employer will reduce its contribution
for a Plan Year if an allocation offset elected by the Employer under Section
3.04 requires reduction of that contribution.

COORDINATION WITH DEFINED BENEFIT PLAN. If the Employer maintains a defined
benefit plan under which at least one Participant in this Plan participates,
the Employer will determine its contribution under Options (a), (b), (c) or (d)
by reducing the total contribution, if necessary, to equal the maximum
deductible amount under Code Section 404(a)(7). If the Employer must reduce
its contribution, the Employer determines its contribution with respect to each
Participant by adjusting each percentage under Options (a), (b), (c) or (d) by
the same ratio as the reduced total Employer

9
<PAGE> 116
contribution for the Plan Year bears to the total Employer contribution
determined without application of Code Section 404(a)(7). The Employer may
modify this paragraph by attaching an addendum to this Adoption Agreement,
numbered 3.01, setting forth the modified provision.

RELATED EMPLOYERS. Unless obligated by the joint and several liability
provisions of the Code or of ERISA, a related a group member, as defined in
Section 1.30 of the Plan, may not contribute to this Plan unless it executes a
Participation Agreement, even if its Employees are Participants in the Plan.
The signatory Employer and any Participating Employer(s) will satisfy the
annual contribution under this Section 3.01 as agreed upon by those Employers.
A Participating Employer may attach a schedule to this Adoption Agreement, in
the same format as this Section 3.01 and Section 3.04, designating separate
contribution and allocation formulas. If a Participating Employer attaches a
separate contribution/allocation schedule, the contributions, and attributable
Participant forfeitures, made by that Participating Employer are allocable only
to the Employees of that Participating Employer. If a Participant receives
Compensation from more than one contributing Employer and that Participant is
subject to two or more contribution/allocation formulas, the Advisory Committee
will apply the contribution/allocation formulas by prorating among the separate
formulas the Participant's Compensation and any integration level applicable to
the Participant.

3.04 CONTRIBUTION ALLOCATION.

METHOD OF ALLOCATION. (Choose (a) or (b); (c) is optional in addition to (a)
or (b))

[X] (a) INCORPORATION OF CONTRIBUTION FORMULA. Subject to any
restoration allocation required under Section 5.04, the Advisory
Committee will allocate and credit each annual Employer
contribution to the Account of each Participant who satisfies the
conditions of Section 3.06, in accordance with the contribution
formula adopted by the Employer under Adoption Agreement Section
3.01. [Note: The Employer must elect this Option (a) if it elects
Adoption Agreement Section 3.01 (b), (c), (d)(2) or (d)(3). The
Employer may not elect this Option (a) with Adoption Agreement
Section 3.01 (d)(1).]

[ ] (b) ALLOCATION FORMULA DIFFERENT FROM CONTRIBUTION FORMULA. (Choose
(1) or (2)) [Note: The Employer must elect this Option (b) if it
elected Adoption Agreement Section 3.01(d)(1). The Employer may
not elect this Option (b) if it elected Adoption Agreement
Section 3.01 (b), (c), (d)(2) or (d)(3). ]

[ ] (1) NONINTEGRATED ALLOCATION FORMULA. The Advisory Committee
will allocate the annual Employer contributions in the
same ratio that each Participant's Compensation for the
Plan Year bears to the total Compensation of all
Participants for the Plan Year.

[ ] (2) TWO-TIERED INTEGRATED ALLOCATION FORMULA - MAXIMUM
DISPARITY. First, the Advisory Committee will allocate
the annual Employer contributions in

10
<PAGE> 117
the same ratio that each Participant's Compensation plus
Excess Compensation for the Plan Year bears to the total
Compensation plus Excess Compensation of all Participants
for the Plan Year. The allocation under this paragraph,
as a percentage of each Participant's Compensation plus
Excess Compensation, must not exceed the applicable
percentage (5.7%, 5.4% or 4.3%) listed under the Maximum
Disparity Table in Adoption Agreement Section 3.01. A
Participant's "Excess Compensation" is his Compensation
for the Plan Year in excess of the Integration Level
elected under Adoption Agreement Section 3.01(f).

The Advisory Committee then will allocate any remaining Employer
contributions in the same ratio that each Participant's Compensation for
the Plan Year bears to the total Compensation of all Participants for
the Plan Year.

[ ] (c) ALLOCATION OFFSET. The Advisory Committee will reduce a
Participant's allocation otherwise made under this Section 3.04
by the Participant's allocation under the following qualified
plan(s) maintained by the Employer: ___________________________.

The Advisory Committee will determine this allocation reduction: (Choose
(1) or (2))

[ ] (1) By treating the term "Employer contribution" as including
all amounts paid or accrued by the Employer during the
Plan Year to the qualified plan(s) referenced under this
Option (c). If a Participant under this Plan also
participates in that other plan, the Advisory Committee
will treat the amount the Employer contributes for or
during a Plan Year on behalf of a particular Participant
under such other plan as an amount allocated under this
Plan to that Participant's Account for that Plan Year.
The Advisory Committee will make the computation of
allocation required under the immediately preceding
sentence before making any allocation required by this
Section 3.04.

[ ] (2) In accordance with the formula provided in an addendum to
this Adoption Agreement, numbered 3.04(c).

TOP HEAVY MINIMUM ALLOCATION - METHOD OF COMPLIANCE. If a Participant's
allocation under this Section 3.04 is less than the top heavy minimum
allocation to which he is entitled under Section 3.04(B): (Choose (d) or (e))

[X] (d) The Employer will make any necessary additional contribution to
the Participant's Account, as described in Section 3.04(B)(7)(a)
of the Plan.

[ ] (e) The Employer will satisfy the top heavy minimum allocation under
the following plan(s) it maintains: ______________________________
______________________. However, the Employer will make
any necessary additional contribution to satisfy the top heavy
minimum

11
<PAGE> 118
allocation for an Employee covered only under this Plan and not
under the other plan(s) designated in this Option (e). See
Section 3.04(B)(7)(b) of the Plan.

If the Employer maintains another plan, the Employer may provide in an addendum
to this Adoption Agreement, numbered Section 3.04, any modifications to the
Plan necessary to satisfy the top heavy requirements under Code Section 416.

3.05 FORFEITURE ALLOCATION. Subject to any restoration allocation
required under Sections 5.04 or 9.14, the Advisory Committee will
allocate a Participant forfeiture: (Choose (a) or (b); (c) is
optional in addition to (a) or (b))

[X] (a) REDUCTION OF EMPLOYER CONTRIBUTION. In accordance with Section
3.04, to reduce the Employer contribution for the Plan Year:
(Choose (1) or (2))

[X] (1) in which the forfeiture occurs.

[ ] (2) immediately following the Plan Year in which the
forfeiture occurs.

[ ] (b) INCREASED ALLOCATION. In addition to the Employer contribution
for the Plan Year in which the forfeiture occurs. The Advisory
Committee will allocate the Participant forfeitures for a Plan
Year to the Account of each Participant who satisfies the
conditions of Section 3.06: (Choose (1) or (2))

[ ] (1) in the same ratio that such Participant's Compensation for
the Plan Year bears to the total Compensation of all
Participants for the Plan Year.

[ ] (2) as an Employer contribution for the Plan Year, in
accordance with Option (b) of Adoption Agreement Section
3.04, as if the Participant forfeiture were an additional
Employer contribution for that Plan Year.

[ ] (c) First to reduce the Plan's ordinary and necessary administrative
expenses for the Plan Year, and then will allocate any remaining
forfeitures in the manner described Option (a) or in Option (b),
whichever applies.

3.06 ACCRUAL OF BENEFIT.

COMPENSATION TAKEN INTO ACCOUNT. For the Plan Year in which the Employee first
becomes a Participant, the Advisory Committee will determine the
contribution/allocation under Adoption Agreement Sections 3.01 and 3.04 by
taking into account: (Choose (a) or (b))

[ ] (a) The Employee's Compensation for the entire Plan Year.

12
<PAGE> 119
[X] (b) The Employee's Compensation only for the portion of the Plan Year
in which the Employee actually is a Participant in the Plan.

ACCRUAL REQUIREMENTS. Subject to the suspension of accrual requirements of
Section 3.06(E) of the Plan, to receive an allocation of Employer contributions
and Participant forfeitures, if any, for the Plan Year, a Participant must
satisfy the conditions described in the following elections: (Choose (c), or
at least one of (d) through (f))

[ ] (c) SAFE HARBOR RULE. If the Participant is employed by the Employer
on the last day of the Plan Year, the Participant must complete
at least one Hour of Service for that Plan Year. If the
Participant is not employed by the Employer on the last day of
the Plan Year, the Participant must complete at least 501 Hours
of Service during the Plan Year.

[X] (d) HOURS OF SERVICE CONDITION. The Participant must complete the
following minimum number of Hours of Service for the Plan Year:
(Choose at least one of (1) through (4))

[X] (1) 1,000 Hours of Service.

[ ] (2) (Specify, but the number of Hours of Service may not
exceed 1,000) ___________________________________________.

[X] (3) No Hour of Service requirement if the Participant
terminates employment during the Plan Year on account of:
(Choose at least one of (i) through (iii))

[ ] (i) Death.

[ ] (ii) Disability.

[X] (iii) Attainment of Normal Retirement Age in the
current Plan Year or in a prior Plan Year.

[ ] (4) ______ Hours of Service (not exceeding 1,000) if the
Participant terminates employment with the Employer during
the Plan Year, subject to any election in Option (3).

[ ] (e) EMPLOYMENT CONDITION. The Participant must be employed by the
Employer on the last day of the Plan Year, irrespective of
whether he satisfies any Hours of Service condition under Option
(d), unless his employment terminates because of: (Choose (1) or
at least one of (2) through (4))

[ ] (1) No exceptions.

13
<PAGE> 120
[ ] (2) Death.

[ ] (3) Disability.

[ ] (4) Attainment of Normal Retirement Age in the current Plan
Year or in a prior Plan Year.

[ ] (f) (Specify other conditions, if applicable): ______________________
_____________________________________.

SUSPENSION OF ACCRUAL REQUIREMENTS. The suspension of accrual requirements of
Section 3.06(E) of the Plan: (Choose (g), (h) or (i))

[ ] (g) Applies to the Employer's Plan.

[X] (h) Does not apply to the Employer's Plan.

[ ] (i) Applies in modified form to the Employer's Plan, as described in
an addendum to this Adoption Agreement, numbered Section 3.06(E).

3.15 MORE THAN ONE PLAN LIMITATION. If the provisions of Section 3.15
apply, the Excess Amount contributed to this Plan equals: (Choose
(a), (b) or (c))

[ ] (a) The product of:

(i) the total Excess Amount allocated as of such date
(including any amount which the Advisory Committee would
have allocated but for the limitations of Code Section
415), times

(ii) the ratio of (1) the amount allocated to the Participant
as of such date under this Plan divided by (2) the total
amount allocated as of such date under all qualified
defined contribution plans (determined without regard to
the limitations of Code Section 415).

[ ] (b) The total Excess Amount.

[X] (c) None of the Excess Amount.

3.18 DEFINED BENEFIT PLAN LIMITATION.

APPLICATION OF LIMITATION. The limitation under Section 3.18 of the Plan:
(Choose (a) or (b))

[X] (a) Does not apply to the Employer's Plan because the Employer does
not maintain and never has maintained a defined benefit plan
covering any Participant in this Plan.

14
<PAGE> 121
[ ] (b) Applies to the Employer's Plan. To the extent necessary to
satisfy the limitation under Section 3.18, the Employer will
reduce: (Choose (1) or (2))

[ ] (1) The Participant's projected annual benefit under
the defined benefit plan under which the
Participant participates.

[ ] (2) Its contribution or allocation on behalf of the
Participant to the defined contribution plan under
which the Participant participates and then, if
necessary, the Participant's projected annual
benefit under the defined benefit plan under which
the Participant participates.

[Note: If the Employer selects (a), the remaining options in this Section 3.18
do not apply to the Employer's Plan.]

COORDINATION WITH TOP HEAVY MINIMUM ALLOCATION. The Advisory Committee will
apply the top heavy minimum allocation provisions of Section 3.04(B) of the
Plan with the following modifications: (Choose (c) or at least one of (d) and
(e))

[ ] (c ) No modifications.

[ ] (d) For Non-Key Employees participating only in this Plan, the top
heavy minimum allocation is the minimum allocation described in
Section 3.04(B) determined by substituting _____% (not less than
4%) for "3%," except: (Choose (i) or (ii)).

[ ] (i) No exceptions.

[ ] (ii) Plan Years in which the top heavy ratio exceeds 90%.

[ ] (e) For Non-Key Employees also participating in the defined benefit
plan, the top heavy minimum is: (Choose (1) or (2))

[ ] (1) 5% of Compensation (as determined under Section 3.04(B) of
the Plan) irrespective of the contribution rate of any Key
Employee, except: (Choose (i) or (ii))

[ ] (i) No exceptions.

[ ] (ii) Substituting "7 1/2%" for "5%" if the top heavy
ratio does not exceed 90%.

[ ] (2) 0%. [Note. The Employer may not select this Option (2)
unless the defined benefit plan satisfies the top heavy minimum
benefit requirements of Code Section 416 for these Non-Key
Employees.]

15
<PAGE> 122
ACTUARIAL ASSUMPTIONS FOR TOP HEAVY CALCULATION. To determine the top heavy
ratio, the Advisory Committee will use the following interest rate and
mortality assumptions to value accrued benefits under a defined benefit plan:
1971 GAM with 3 year age setback, 6%.

If the elections under this Section 3.18 are not appropriate to satisfy the
limitations of Section 3.18, or the top heavy requirements under Code Section
416, the Employer must provide the appropriate provisions in an addendum to
this Adoption Agreement.

ARTICLE V
TERMINATION OF SERVICE - PARTICIPANT VESTING

5.01 NORMAL RETIREMENT. Normal Retirement Age under the Plan is:
(Choose (a) or (b))

[X] (a) 65 [State age, but may not exceed age 65].

[ ] (b) The later of the date the Participant attains _______ years of
age or the ___________ anniversary of the first day of the Plan
Year in which the Participant commenced participation in the
Plan. [The age selected may not exceed age 65 and the
anniversary selected may not exceed the 5th.]

5.02 PARTICIPANT DEATH OR DISABILITY. The 100% vesting rule under
Section 5.02 of the Plan: (Choose (a) or choose one or both of
(b) and (c))

[X] (a) Does not apply.

[ ] (b) Applies to death.

[ ] (c) Applies to disability.

5.03 VESTING SCHEDULE. The Employer elects the following vesting
schedule: (Choose (a) or (b); (c) and (d) are available only in
addition to (b))

[ ] (a) Immediate vesting. 100% Nonforfeitable at all times. [Note: The
Employer must elect Option (a) if the eligibility conditions
under Adoption Agreement Section 2.01 (b) require 2 years of
service or more than 12 months of employment.]

[X] (b) Graduated Vesting Schedules.

16
<PAGE> 123
<TABLE>
<CAPTION>
TOP HEAVY SCHEDULE NON TOP HEAVY SCHEDULE
(MANDATORY) (OPTIONAL)

Years of Nonforfeitable Years of Nonforfeitable
Service Percentage Service Percentage
------- ---------- ------- ----------
<S> <C> <C> <C>
Less than 1 . . . . . . . . . . . . . . % Less than 1 . . . . . . . . . . . . . . %
1 . . . . . . . . . . . . . . . % 1 . . . . . . . . . . . . . . . %
2 . . . . . . . . . . . . . . 20% 2 . . . . . . . . . . . . . . . . %
3 . . . . . . . . . . . . . . . 40% 3 . . . . . . . . . . . . . . . . %
4 . . . . . . . . . . . . . . . 60% 4 . . . . . . . . . . . . . . . . %
5 . . . . . . . . . . . . . . . 80% 5 . . . . . . . . . . . . . . 100%
6 or more . . . . . . . . . . 100% 6 . . . . . . . . . . . . . . 100%
7 or more . . . . . . . . . . 100%
</TABLE>

[ ] (c) Minimum vesting. A Participant's Nonforfeitable Accrued Benefit
will never be less than the lesser of $__________ or his entire
Accrued Benefit, even if the application of the graduated vesting
schedule under Option (b) would result in a smaller
Nonforfeitable Accrued Benefit.

[Note: Under Option (b), the Employer must complete a Top Heavy Schedule which
satisfies Code Section 416. The Employer, at its option, may complete a Non
Top Heavy Schedule. The Non Top Heavy Schedule must satisfy Code Section
411(a)(2). Also see Section 7.05 of the Plan.]

[X] (d) The Top Heavy Schedule under Option (b) applies: (Choose (1) or
(2))

[X] (1) Only in a Plan Year for which the Plan is top heavy.

[ ] (2) In the Plan Year for which the Plan first is top heavy and
then in all subsequent Plan Years. [Note: The Employer
may not elect Option (d) unless it has completed a Non Top
Heavy Schedule.]

LIFE INSURANCE INVESTMENTS. The Participant's Accrued Benefit attributable to
insurance contracts purchased on his behalf under Article XI is: (Choose (e)
or (f))

[X] (e) Subject to the vesting schedule election under Options (a) or
(b).

[ ] (f) 100% Nonforfeitable at all times, irrespective of the vesting
election under Option (b).

17
<PAGE> 124
5.04 CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/
RESTORATION OF FORFEITED ACCRUED BENEFIT. The deemed cash-out
rule described in Section 5.04(C) of the Plan: (Choose (a) or
(b))

[ ] (a) Does not apply.

[X] (b) Will apply to determine the timing of forfeitures for 0% vested
Participants.

5.06 YEAR OF SERVICE - VESTING.

VESTING COMPUTATION PERIOD. The Plan measures a Year of Service on the basis
of the following 12 consecutive month periods: (Choose (a) or (b))

[X] (a) Plan Years.

[ ] (b) Employment Years. An Employment Year is the 12 consecutive month
period measured from the Employee's Employment Commencement Date
and each successive 12 consecutive month period measured from
each anniversary of that Employment Commencement Date.

HOURS OF SERVICE. The minimum number of Hours of Service an Employee must
complete during a vesting computation period to receive credit for a Year of
Service is: (Choose (c) or (d))

[X] (c) 1,000 Hours of Service.

[ ] (d) ____ Hours of Service. [Note: The Hours of Service requirement
may not exceed 1,000.]

5.08 INCLUDED YEARS OF SERVICE - VESTING. The Employer specifically
excludes the following Years of Service: (Choose (a) or at least
one of (b) through (e))

[X] (a) None other than as specified in Section 5.08(a) of the Plan.

[ ] (b) Any Year of Service before the Participant attained the age of
_____. [Note: The age selected may not exceed age 18.]

[ ] (c) Any Year of Service during the period the Employer did not
maintain this Plan or a predecessor plan.

18
<PAGE> 125
vested in his Accrued Benefit derived from Employer contributions
at the time he has a Break in Service. Furthermore, the
aggregate number of Years of Service before a Break in Service do
not include any Years of Service not required to be taken into
account under this exception by reason of any prior Break in
Service.

[ ] (e) Any Year of Service earned prior to the effective date of ERISA
if the Plan would have disregarded that Year of Service on
account of an Employee's Separation from Service under a Plan
provision in effect and adopted before January 1, 1974.

ARTICLE VI
TIME AND METHOD OF PAYMENTS OF BENEFITS

CODE Section 411(d)(6) PROTECTED BENEFITS. The elections under this Article VI
may not eliminate Code Section 411(d)(6) protected benefits. To the extent the
elections would eliminate a Code Section 411(d)(6) protected benefit, see
Section 13.02 of the Plan. Furthermore, if the elections liberalize the
optional forms of benefit under the Plan, the more liberal options apply on the
later of the adoption date or the Effective Date of this Adoption Agreement.

6.01 TIME OF PAYMENT OF ACCRUED BENEFIT.

DISTRIBUTION DATE. A distribution date under the Plan means March 1. [Note:
The Employer must specify the appropriate date(s). The specified distribution
dates primarily establish annuity starting dates and the notice and consent
periods prescribed by the Plan. The Plan allows the Trustee an administratively
practicable period of time to make the actual distribution relating to a
particular distribution date.]

NONFORFEITABLE ACCRUED BENEFIT NOT EXCEEDING $3,500. Subject to the
limitations of Section 6.01(A)(1), the distribution date for distribution of a
Nonforfeitable Accrued Benefit not exceeding $3,500 is: (Choose (a), (b), (c),
(d) or (e))

[X] (a) March 1 of the Second Plan Year beginning after the Participant's
Separation from Service.

[ ] (b)
__________________________________________________________________
following the Participant's Separation from Service.

[ ] (c)
__________________________________________________________________
of the Plan Year after the Participant incurs __________ Break(s)
in Service (as defined in Article V).

[X] (d) March 1 after end of plan year following the Participant's
attainment of Normal Retirement Age, but not earlier than N/A
days following his Separation from Service.

19
<PAGE> 126
[X] (e) (Specify) March 1 after end of year following 55th birthday if
age and service are at least 70.

NONFORFEITABLE ACCRUED BENEFIT EXCEEDS $3,500. See the elections under Section
6.03.

DISABILITY. The distribution date, subject to Section 6.01(A)(3), is: (Choose
(f, (g) or (h))

[ ] (f)
__________________________________________________________________
after the Participant terminates employment because of disability.

[X] (g) The same as if the Participant had terminated employment without
disability.

[ ] (h) (Specify) ______________________________________________________.

HARDSHIP. (Choose (i) or (j))

[X] (i) The Plan does not permit a hardship distribution to a Participant
who has separated from service.

[ ] (j) The Plan permits a hardship distribution to a Participant who has
separated from Service in accordance with the hardship
distribution policy stated in: (Choose (1) or (2))

[ ] (1) Section 6.01(A)(4) of the Plan.

[ ] (2) The addendum to this Adoption Agreement; numbered Section
6.01, in lieu of the policy stated in Section 6.01(A)(4)
of the Plan.

DEFAULT ON A LOAN. If a Participant or Beneficiary defaults on a loan made
pursuant to a loan policy adopted by the Advisory Committee pursuant to Section
9.04, the Plan: (Choose (k), (1) or (m))

[X] (k) Treats the default as a distributable event only if the
Participant has incurred a Separation from Service or has
attained Normal Retirement Age. If either condition applies, the
Trustee, at the time of the default or, if later, at the time
either condition first occurs, will reduce the Participant's
Nonforfeitable Accrued Benefit by the lesser of the amount in
default (plus accrued interest) or the Plan's security interest
in that Nonforfeitable Accrued Benefit.

[ ] (l) Does not treat the default as a distributable event. When an
otherwise distributable event first occurs pursuant to Section
6.01 or Section 6.03 of the Plan, the Trustee will reduce the
Participant's Nonforfeitable Accrued Benefit by the lesser of the
amount in default (plus accrued interest) or the Plan's security
interest in that Nonforfeitable Accrued Benefit.

20
<PAGE> 127
[ ] (m) (Specify) _____________________________________________________.

[Note: Option (m) may not treat default as a distributable event
earlier than the Participant's Separation from Service unless the
Participant has attained Normal Retirement Age.]

6.02 METHOD OF PAYMENT OF ACCRUED BENEFIT. The Advisory Committee
will apply Section 6.02 of the Plan with the following
modifications: (Choose (a) or at least one of (b), (c) and (d))

[ ] (a) No modifications.

[ ] (b) Except as required under Section 6.01 of the Plan, a lump sum
distribution is not available: _________________________________.

[X] (c) An installment distribution: (Choose (1) or at least one of (2)
or (3))

[X] (1) Is not available under the Plan.

[ ] (2) May not exceed the lesser of ____ years or the maximum
period permitted under Section 6.02.

[ ] (3) (Specify) _________________________________________________
______________________.

[X] (d) The Plan permits the following annuity options: Joint and
Survivor Annuity Section 6.04 .
[Note. The Employer may specify additional annuity options in an
addendum to this Adoption Agreement, numbered 6.02 (d).]

6.03 BENEFIT PAYMENT ELECTIONS.

PARTICIPANT ELECTIONS AFTER SEPARATION FROM SERVICE. A Participant who is
eligible to make distribution elections under Section 6.03 of the Plan may
elect to commence distribution of his Nonforfeitable Accrued Benefit: (Choose
at least one of (a) through (c))

[ ] (a) As of any distribution date, but not earlier than ______________
of the _____________ Plan Year beginning after the Participant's
Separation from Service.

[X] (b) As of the following date(s): (Choose at least one of Options (1)
through (6))

[X] (1) Any distribution date after the close of the Plan Year in
which the Participant attains Normal Retirement Age.

21
<PAGE> 128
[ ] (2) Any distribution date following his Separation from
Service.

[X] (3) Any distribution date in the 2nd Plan Year(s) beginning,
after his Separation from Service.

[ ] (4) Any distribution date in the Plan Year after the
Participant incurs ____________ Break(s) in Service (as
defined in Article V).

[ ] (5) Any distribution date followin attainment of age ________
and completion of at least _________ Years of Service (as
defined in Article V).

[ ] (6) (Specify) ________________________________________________
_____________________________________.

[ ] (c) (Specify) ________________________________________________________
__________________________________________________________________
_______________________________________________.

PARTICIPANT ELECTIONS PRIOR TO SEPARATION FROM SERVICE. Subject to the
restrictions of Article VI, the following distribution options apply under the
Employer's Plan prior to a Participant's Separation from Service. (Choose (d)
or at least one of (e) and (f))

[X] (d) No distribution options prior to Separation from Service.

[ ] (e) Attainment of Normal Retirement Age. Until he retires, the
Participant has a continuing election to receive all or any
portion of his Nonforfeitable Accrued Benefit after he attains
Normal Retirement Age.

[ ] (f) (Specify)_________________________________________________________
_____________________. [Note: Option (f) may not permit in
service distributions prior to attainment of Normal Retirement
Age.]

ARTICLE IX
ADVISORY COMMITTEE -
DUTIES WITH RESPECT TO PARTICIPANTS' ACCOUNTS

9.10 VALUE OF PARTICIPANTS ACCRUED BENEFIT. If a distribution (other
than a distribution from a segregated Account) occurs more than
90 days after the most recent valuation date, the distribution
will include interest at: (Choose (a), (b) or (c))

[X] (a) 0% per annum. [Note: The percentage may equal 0%.]

22
<PAGE> 129
[ ] (b) The 90 day Treasury bill rate in effect at the beginning of the
current valuation period.

[ ] (c) (Specify) _______________________________________________.

ARTICLE X
TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

10.14 VALUATION OF TRUST. In addition to each Accounting Date, the
Trustee must value the Trust Fund on the following valuation
date(s): (Choose (a) or (b))

[X] (a) No other mandatory valuation dates.

[ ] (b) (Specify) ________________________________________________________
_____________________________.

23
<PAGE> 130
EFFECTIVE DATE ADDENDUM
(RESTATED PLANS ONLY)

The Employer must complete this addendum only if the restated Effective
Date specified in Adoption Agreement Section 1.18 is different than the
restated effective date for at least one of the provisions listed in this
addendum. In lieu of the restated Effective Date in Adoption Agreement Section
1.18, the following special effective dates apply: (Choose whichever elections
apply)

[ ] (a) COMPENSATION DEFINITION. The Compensation definition of Section
1.12 (other than the $200,000 limitation) is effective for Plan
Years beginning after _______________. [Note: May not be
effective later than the first day of the first Plan Year
beginning after the Employer executes this Adoption Agreement to
restate the Plan for the Tax Reform Act of 1986, if applicable.]

[ ] (b) ELIGIBILITY CONDITIONS. The eligibility conditions specified in
Adoption Agreement Section 2.01 are effective for Plan Years
beginning after ____________________.

[ ] (c) SUSPENSION OF YEARS OF SERVICE. The suspension of Years of
Service rule elected under Adoption Agreement Section 2.03 is
effective for Plan Years beginning after
_________________________________________.

[ ] (d) CONTRIBUTION/ALLOCATION FORMULA. The contribution formula
elected under Adoption Agreement Section 3.01 and the method of
allocation elected under Adoption Agreement Section 3.04 is
effective for Plan Years beginning after ____________________.

[ ] (e) REALLOCATION OF FORFEITURES. The reallocation of forfeitures
under Section 3.05 applies to Plan Years beginning after _______.
[Note. The date specified may not be earlier than December 31,
1985.]

[ ] (f) ACCRUAL REQUIREMENTS. The accrual requirements of Section 3.06
are effective for Plan Years beginning after ___________________.

[ ] (g) EMPLOYMENT CONDITION. The employment condition of Section 3.06
is effective for Plan Years beginning after ____________________.

[ ] (h) VESTING SCHEDULE. The vesting schedule elected under Adoption
Agreement Section 5.03 is effective for Plan Years beginning
after _______________________.

[X] (i) (Specify) The plan changed from elapsed time method to hours of
service method effective 01/01/95 ______________________________.

For Plan Years prior to the special Effective Date, the terms of the
Plan prior to its restatement under this Adoption Agreement will control for
purposes of the designated provisions.

24
<PAGE> 131
A special Effective Date may not result in the delay of a Plan provision beyond
the permissible Effective Date under any applicable law requirements.

EXECUTION PAGE

The Trustee (and Custodian, if applicable), by executing this Adoption
Agreement, accepts its position and agrees to all of the obligations,
responsibilities and duties imposed upon the Trustee (or Custodian) under the
Prototype Plan and Trust. The Employer hereby agrees to the provisions of this
Plan and Trust, and in witness of its agreement, the Employer by its duly
authorized officers, has executed this Adoption Agreement, and the Trustee (and
Custodian, if applicable) signified its acceptance, on this 30th day of
December, 1994.

Name and EIN of Employer: MMI Products, Inc. 74-1622891
-----------------------------

Signed: /s/ Julius S. Burns
---------------------------------------------------------------------

Name(s) of Trustee: Frost National Bank
-------------------

Signed: /s/ Roger Stern
---------------------------------------------------------------------

Signed: Roger Stern
----------------------------------------------------------------------

Roger Stern, Vice President & Trust Officer
---------------------------------------------------------------------

Name of Custodian:
----------------------------------------------------------

Signed:
---------------------------------------------------------------------

[Note: A Trustee is mandatory, but a Custodian is optional. See Section 10.03
of the Plan.]

PLAN NUMBER. The 3-digit plan number the Employer assigns to this Plan for
ERISA reporting purposes (Form 5500 Series) is: 002.

USE OF ADOPTION AGREEMENT. Failure to complete properly the elections in this
Adoption Agreement may result in disqualification of the Employer's Plan. The
3-digit number assigned to this Adoption Agreement (see page 1) is solely for
the Regional Prototype Plan Sponsor's recordkeeping purposes and does not
necessarily correspond to the plan number the Employer designated in the
prior paragraph.

RELIANCE ON NOTIFICATION LETTER. The Employer may not rely on the Regional
Prototype Plan Sponsor's notification letter covering this Adoption Agreement.
For reliance on the Plan's qualification, the Employer must obtain a
determination letter from the applicable IRS Key District office.

25
<PAGE> 132
ARTICLE B
APPENDIX TO BASIC PLAN DOCUMENT

This Article is necessary to comply with the Omnibus Budget
Reconciliation Act of 1993 (OBRA '93) and is an integral part of the basic plan
document. Section 12.08 applies to any modification or amendment of this
Article.

In addition to other applicable limitations set forth in the
plan, and notwithstanding any other provision of the plan to the contrary, for
plan years beginning on or after January 1, 1994, the annual compensation of
each employee taken into account under the plan shall not exceed the OBRA '93
annual compensation limit. The OBRA '93 annual compensation limit is $150,000,
as adjusted by the Commission for increases in the cost of living in accordance
with Section 401 (a)(17)(B) of the Internal Revenue Code. The cost-of-living
adjustement in effect for calendar year applies to any period, not exceeding 12
months, over which compensation is determined (determination period) beginning
in such calendar year. If a determination period consists of fewer than 12
months, the OBRA '93 annual compensation limit will be multiplied by a
fraction, the numerator of which is the number of months in the determination
period, and the denominator of which is 12.

For plan years beginning on or after January 1, 1994, any
reference in this plan to the limitation under Section 401(a)(17) of the Code
shall mean the OBRA '93 annual compensation limit set forth in this provision.

If compensation for any prior determination period is taken into
account in determining an employee's benefits accruing in the current plan
year, the compensation for that prior determination period is subject to the
OBRA '93 annual compensation limit in effect for that prior determination
period. For this purpose, for determination periods beginning before the first
day of the first plan year beginning on or after January 1, 1994, the OBRA '93
annual compensation limit is $150,000.

26
<PAGE> 133
ADDENDUM TO

ARTICLE III

CONTRIBUTIONS

3.01/3.04 Employer Contributions and Allocation

Each Employer shall make an Employer contribution to the Trust Fund as soon as
practical following the end of each Plan year for each Participant who:

(a) had at least 1,000 Hours of service during the Plan year
(regardless of whether the person is an Employee as of the last
day of such Plan year), or

(b) had less than 1,000 Hours of Service during the Plan year if such
Participant retired from an Employer during the Plan year after
attainment of age 55 and age plus years of service total at least
70.

The Employer contribution for the Plan year shall equal the sum of the Basic
contribution and the Supplemental contribution for each Participant entitled to
receive an Employer contribution as follows:

(a) Basic Contributions

As a Basic contribution, the Employer shall contribute a
percentage of the Participant's Compensation based on the
Participant's age reached during the Plan year, subject to a
minimum Basic contribution, as set forth in Appendix A.

The Basic contribution set forth in Appendix A has been
determined actuarially based on a career average defined benefit
formula of 1.1% of Compensation earned during each Plan year
using the unit credit funding method and the 1971 Male Group
Annuity Mortality Table with ages set back 3 years for post
retirement mortality and interest at 6% per annum compounded
annually.

The minimum Basic contribution is computed based on a minimum
monthly benefit of $15.71 for the Plan year reduced
proportionately for less than 2,000 "hours worked," where such
term includes actual hours worked while a Participant in the Plan
plus hours of pay for vacation, holidays, jury duty and
bereavement absence.

27
<PAGE> 134
Appendix A Continued

(b) Supplemental Contributions

As a Supplemental contribution, the Employer shall contribute a
percentage of the Participant's Compensation in excess of his
Covered Compensation based on the Participant's age reached
during the Plan year as set forth in Appendix B.

The Supplemental contribution set forth in Appendix B has been
determined actuarially based on a career average defined benefit
formula of .65% of Compensation earned during each Plan year in
excess of the Participant's Covered Compensation for such Plan
year using the unit credit funding method and the 1971 Male Group
Annuity Mortality Table with ages set back 3 years for post
retirement mortality and interest at 6% per annum compounded
annually.

The term "Covered Compensation" means the average (without
indexing) of the Social Security taxable wage bases for the 35
calendar years ending with the year a Participant attains Social
Security retirement age (as defined in Code Section 415(b)(8),
with the assumption that the taxable base in effect at the
beginning of the Plan year will remain the same for all future
years.

Notwithstanding the foregoing, the Employer will not make a
Supplemental contribution for a Participant for a Plan year if
the Participant's years of participation hereunder as of the
beginning of the Plan year is greater than 35 minus the number of
full years of participation in this Plan and the defined benefit
pension plans of the Predecessor Company.

The Employer contribution for each Plan year following the Plan
year in which the Participant's Normal Retirement Age occurs will equal the
amount determined above reduced by the difference in the actuarial reserve for
the benefits earned under the Plan at the end of the Plan year compared to the
actuarial reserve for the benefits earned under the Plan at the beginning of
the Plan year had the Plan been a defined benefit plan.

Notwithstanding the foregoing, if the Forfeitures for a Plan year
are not sufficient to provide for the amounts required (i) to be credited to
the accounts of re-employed Participants for whom a restatement of prior
Forfeitures is required pursuant to Section 5.3 hereof and (ii) to be credited
to the Accounts of previous Participants pursuant to the unclaimed benefit
provisions, the Company shall make a contribution to fund such deficiency

Contributions to be Tax Deductible

Employer contributions shall not be made in excess of the amount deductible
under applicable Federal law nor or hereafter in effect limiting the allowable
deduction for contributions target benefit plans. Such contributions to this
Plan when taken together with all other contributions made by the

28
<PAGE> 135
Appendix A Continued

Employer to other qualified retirement plans shall not exceed the maximum
amount deductible under Section 404 of the Code.

Refunds to Employer

Once contributions are made to the Plan by the Employer on behalf of the
Participants, they are not refundable to the Employer unless a contribution:

(a) was made by mistake of fact;

(b) was made conditioned upon a favorable IRS determination letter
and such a determination letter is not received;

Any contribution made by the Employer in excess of the amount deductible or any
contribution attributable to a good faith mistake of fact shall be refunded to
the Employer. The amount which may be returned to the Employer is the excess
of the amount contributed over the amount that would have been contributed had
there not occurred a mistake of fact or the excess of the amount contributed
over the amount deductible, as applicable. A contribution made by reason of a
mistake of fact may be refunded only within one year following the date of
payment. Any contribution to be refunded because it was not deductible under
Section 404 of the Code, as amended, may be refunded only within one year
following the date the deduction was disallowed. Earnings attributable to any
such excess contribution may not be withdrawn, but losses attributable thereto
must reduce the amount to be returned. In no event may a refund be due which
would cause the account balance of any Participant to be reduced to less than
what the Participant's account balance would have been had the mistaken amount,
or the amount determined to be nondeductible, not been contributed.

Reduction

Employees who were not Members of the Ivy Steel Products Corporation Pension
Plan on December 31, 1989 will receive a portion of the regular Company
Contribution as follows:

<TABLE>
<S> <C>
1990 1/3 portion
1991 2/3 portion
1992 & after Full amount
</TABLE>

29
<PAGE> 136
Appendix A Continued

Appendix A

BASIC CONTRIBUTIONS

<TABLE>
<CAPTION>
Birthday in Contribution as A % Minimum Contribution per
Plan Year of Compensation hour worked during the Plan Year*
----------- ------------------- ---------------------------------
<S> <C> <C>
80th 6.673% $ .57
79 6.960 .59
78 7.248 .62
77 7.535 .65
76 7.819 .67

75 8.104 .69
74 8.392 .72
73 8.685 .74
72 8.984 .77
71 9.286 .80

70 9.589 .82
69 9.892 .85
68 10.195 .87
67 10.496 .90
66 10.793 .93

65 11.084 .95
64 10.457 .90
63 9.865 .85
62 9.306 .80
61 8.780 .75

60 8.283 .71
59 7.814 .67
58 7.372 .63
57 6.954 .60
56 6.561 .56

55 6.189 .53
54 5.839 .50
53 5.508 .47
52 5.197 .45
51 4.902 .42
</TABLE>

30
<PAGE> 137
Appendix A Continued

<TABLE>
<CAPTION>
Birthday in Contribution as A % Minimum Contribution per
Plan Year of Compensation hour worked during the Plan Year*
----------- ------------------- ---------------------------------
<S> <C> <C>
50 4.625 .40
49 4.363 .37
48 4.115 .35
47 3.883 .33
46 3.663 .31

45 3.456 .30
44 3.260 .28
43 3.076 .26
42 2.902 .25
41 2.738 .23

40 2.583 .22
39 2.436 .21
38 2.298 .20
37 2.168 .19
36 2.046 .18

35 1.930 .17
34 1.821 .16
33 1.718 .15
32 1.620 .14
31 1.529 .13

30 1.442 .12
29 1.360 .12
28 1.283 .11
27 1.211 .10
26 1.142 .10

25 1.078 .09
24 1.017 .09
23 .959 .08
22 .905 .08
21 .854 .07
</TABLE>

31
<PAGE> 138
Appendix B

SUPPLEMENTAL CONTRIBUTIONS

<TABLE>
<CAPTION>
Birthday in Contribution as a %
Plan Year of Compensation
----------- -------------------
<S> <C>
80th 3.94%
79 4.113
78 4.283
77 4.452
76 4.621

75 4.789
74 4.959
73 5.782
72 5.309
71 5.487

70 5.666
69 5.845
68 6.024
67 6.202
66 6.377

65 6.550
64 6.179
63 5.829
62 5.499
61 5.188

60 4.894
59 4.617
58 4.355
57 4.109
56 3.877

55 3.657
54 3.450
53 3.255
52 3.071
51 2.897

50 2.733
</TABLE>

32
<PAGE> 139
Appendix B Continued

<TABLE>
<CAPTION>
Birthday in Contribution as a %
Plan Year of Compensation
----------- -------------------
<S> <C>
49 2.578
48 2.432
47 2.295
46 2.165

45 2.042
44 1.927
43 1.818
42 1.715
41 1.618

40 1.526
39 1.440
38 1.358
37 1.281
36 1.209

35 1.140
34 1.076
33 1.015
32 .967
31 .903

30 .852
29 .804
28 .758
27 .715
26 .675

25 .637
24 .601
23 .567
22 .535
21 .504
</TABLE>

33
<PAGE> 140
MMI PRODUCTS, INC.
PENSION PLAN

Attachment to Demonstration 6

<TABLE>
<S> <C> <C>
I. Rate Group 1 - Percentage of compensation 2.33%

II. Percentage of nonexcludible nonhighly compensated employees who benefited from the 26.35%
rate group

III. The percentage of nonexcludible highly compensated employees who benefited from the 4.76%
rate group

IV. II divided by III as a percentage 553.45%

I. Rate Group 2 - Percentage of compensation 2.17%

II. Percentage of nonexcludible nonhighly compensated employees who benefited from the 35.84%
rate group

III. The percentage of nonexcludible highly compensated employees who benefited from the 9.52%
rate group

IV. II divided by III as a percentage 376.29%

I. Rate Group 3 - Percentage of compensation 2.09%

II. Percentage of nonexcludible nonhighly compensated employees who benefited from the 41.01%
rate group

III. The percentage of nonexcludible highly compensated employees who benefited from the 14.29%
rate group

IV. II divided by III as a percentage 287.07%

I. Rate Group 4 - Percentage of compensation 2.06%

II. Percentage of nonexcludible nonhighly compensated employees who benefited from the 44.21%
rate group

III. The percentage of nonexcludible highly compensated employees who benefited from the 19.05%
rate group
</TABLE>

<PAGE> 141
<TABLE>
<S> <C> <C>
IV. II divided by III as a percentage 232.11%

I. Rate Group 5 - Percentage of compensation 2.05%

II. Percentage of nonexcludible nonhighly compensated employees who benefited from the 44.46%
rate group

III. The percentage of nonexcludible highly compensated employees who benefited from the 23.81%
rate group

IV. II divided by III as a percentage 186.72%

I. Rate Group 6 - Percentage of compensation 2.04%

II. Percentage of nonexcludible nonhighly compensated employees who benefited from the 44.46%
rate group

III. The percentage of nonexcludible highly compensated employees who benefited from the 28.57%
rate group

IV. II divided by III as a percentage 155.60%

I. Rate Group 7 - Percentage of compensation 1.98%

II. Percentage of nonexcludible nonhighly compensated employees who benefited from the 49.63%
rate group

III. The percentage of nonexcludible highly compensated employees who benefited from the 33.33%
rate group
IV. II divided by III as a percentage 148.89%
</TABLE>

35
<PAGE> 142
<TABLE>
<S> <C> <C>
I. Rate Group 8 - Percentage of compensation 1.97%

II. Percentage of nonexcludible nonhighly compensated employees who benefited from the 51.11%
rate group

III. The percentage of nonexcludible highly compensated employees who benefited from the 38.10%
rate group

IV. II divided by III as a percentage 134.16%

I. Rate Group 9 - Percentage of compensation 1.96%

II. Percentage of nonexcludible nonhighly compensated employees who benefited from the 51.11%
rate group

III. The percentage of nonexcludible highly compensated employees who benefited from the 42.86%
rate group

IV. II divided by III as a percentage 119.25%

I. Rate Group 10 - Percentage of compensation 1.95%

II. Percentage of nonexcludible nonhighly compensated employees who benefited from the 51.35%
rate group

III. The percentage of nonexcludible highly compensated employees who benefited from the 47.62%
rate group

IV. II divided by III as a percentage 107.84%

I. Rate Group 11 - Percentage of compensation 1.94%

II. Percentage of nonexcludible nonhighly compensated employees who benefited from the 53.20%
rate group

III. The percentage of nonexcludible highly compensated employees who benefited from the 52.38%
rate group

IV. II divided by III as a percentage 101.57%

I. Rate Group 12 - Percentage of compensation 1.93%

II. Percentage of nonexcludible nonhighly compensated employees who benefited from the 53.33%
rate group

III. The percentage of nonexcludible highly compensated employees who benefited from the 57.14%
rate group

IV. II divided by III as a percentage 93.32%

I. Rate Group 13 - Percentage of compensation 1.86%
</TABLE>

36
<PAGE> 143
<TABLE>
<S> <C> <C>
II. Percentage of nonexcludible nonhighly compensated employees who benefited from the 58.25%
rate group

III. The percentage of nonexcludible highly compensated employees who benefited from the 61.90%
rate group

IV. II divided by III as a percentage 94.10%

I. Rate Group 14 - Percentage of compensation 1.83%

II. Percentage of nonexcludible nonhighly compensated employees who benefited from the 58.74%
rate group

III. The percentage of nonexcludible highly compensated employees who benefited from the 66.67%
rate group

IV. II divided by III as a percentage 88.12%

I. Rate Group 15 - Percentage of compensation 1.75%

II. Percentage of nonexcludible nonhighly compensated employees who benefited from the 63.55%
rate group

III. The percentage of nonexcludible highly compensated employees who benefited from the 71.43%
rate group

IV. II divided by III as a percentage 88.97%

I. Rate Group 16 - Percentage of compensation 1.72%

II. Percentage of nonexcludible nonhighly compensated employees who benefited from the 65.89%
rate group

III. The percentage of nonexcludible highly compensated employees who benefited from the 76.19%
rate group

IV. II divided by III as a percentage 86.48%

I. Rate Group 17 - Percentage of compensation 1.63%

II. Percentage of nonexcludible nonhighly compensated employees who benefited from the 71.06%
rate group
</TABLE>

37
<PAGE> 144
<TABLE>
<S> <C> <C>
III. The percentage of nonexcludible highly compensated employees who benefited from the 80.95%
rate group

IV. II divided by III as a percentage 87.78%

I. Rate Group 18 - Percentage of compensation 1.63%

II. Percentage of nonexcludible nonhighly compensated employees who benefited from the 71.06%
rate group

III. The percentage of nonexcludible highly compensated employees who benefited from the 85.71%
rate group

IV. II divided by III as a percentage 82.90%

I. Rate Group 19 - Percentage of compensation 1.59%

II. Percentage of nonexcludible nonhighly compensated employees who benefited from the 72.29%
rate group

III. The percentage of nonexcludible highly compensated employees who benefited from the 90.48%
rate group
IV. II divided by III as a percentage 79.90%

I. Rate Group 20 - Percentage of compensation 1.54%

II. Percentage of nonexcludible nonhighly compensated employees who benefited from the 74.75%
rate group

III. The percentage of nonexcludible highly compensated employees who benefited from the 95.24%
rate group

IV. II divided by III as a percentage 78.49%
</TABLE>

<PAGE> 145
AMENDMENT #1

The MMI Products, Inc. Pension Plan is hereby amended by substituting Article
III and Appendices A and B, copies of which are attached, for original Article
III and Appendices A and B, effective January 1, 1995.

Article 1.29 is hereby amended effective March 31, 1995 as attached.

MMI PRODUCTS, INC.

/s/ Julius S. Burns
------------------------------
Julius S. Burns, President

39
<PAGE> 146
ADDENDUM TO

ARTICLE III

CONTRIBUTIONS

3.01/3.04 Employer Contributions and Allocation

Each Employer shall make an Employer contribution to the Trust Fund as soon as
practical following the end of each Plan year for each Participant who:

(a) had at least 1,000 Hours of Service during the Plan year
(regardless of whether the person is an Employee as of the last
day of such Plan year), or

(a) Basic Contributions

40
<PAGE> 147
(b) Supplemental Contributions

The term "Covered Compensation" means the average (without
indexing) of the Social Security taxable wage bases for the 35
calendar years ending with the year a Participant attains social
security retirement age (as defined in Code Section 415(b)(8),
with the assumption that the taxable base in effect at the
beginning of the Plan year will remain the same for all future
years.

The Employer contribution for each Plan year following the Plan year in which
the Participant's Normal Retirement Age occurs will equal the amount determined
above reduced by the difference in the actuarial reserve for the benefits
earned under the Plan at the end of the Plan year compared to the actuarial
reserve for the benefits earned under the Plan at the beginning of the Plan
year had the Plan been a defined benefit plan.

Notwithstanding the foregoing, if the Forfeitures for a Plan year are not
sufficient to provide for the amounts required (i) to be credited to the
accounts of re-employed Participants for whom a restatement of prior
Forfeitures is required pursuant to Section 5.3 hereof and (ii) to be credited
to the Accounts of previous Participants pursuant to the unclaimed benefit
provisions, the Company shall make a contribution to fund such deficiency.

Contributions to be Tax Deductible

Employer contributions shall not be made in excess of the amount deductible
under applicable Federal law nor or hereafter in effect limiting the allowable
deduction for contributions to target benefit plans. Such contributions to
this Plan when taken together with all other contributions made by the Employer
to other qualified retirement plans shall not exceed the maximum amount
deductible under Section 404 of the Code.

41
<PAGE> 148
Refunds to Employer

Once contributions are made to the Plan by the Employer on behalf of the
Participants, they are not refundable to the Employer unless a contribution:

(a) was made by mistake of fact;

(b) was made conditioned upon a favorable IRS determination letter
and such a determination letter is not received;

Reduction

Employees who were not Members of the Ivy Steel Products Corporation Pension
Plan on December 31, 1989 will receive a portion of the regular Company
Contribution as follows:

<TABLE>
<S> <C>
1990 1/3 portion
1991 2/3 portion
1992 & after Full amount
</TABLE>

42
<PAGE> 149
APPENDIX A
BASIC CONTRIBUTIONS

<TABLE>
<CAPTION>
Birthday in Contribution as a % Minimum Contribution per
Plan Year of Compensation hour worked during the Plan Year*
----------- ------------------- ---------------------------------
<S> <C> <C>
70 16.286 0.82
69 15.080 0.85
68 13.963 0.87
67 12.928 0.90
66 11.971 0.93
65 11.084 0.95
64 10.263 0.90
63 9.503 0.85
62 8.799 0.80
61 8.147 0.75
60 7.544 0.71
59 6.985 0.67
58 6.467 0.63
57 5.988 0.60
56 5.545 0.56
55 5.134 0.53
54 4.754 0.50
53 4.402 0.47
52 4.076 0.45
51 3.774 0.42
50 3.494 0.40
49 3.235 0.37
48 2.996 0.35
47 2.774 0.33
46 2.568 0.31
45 2.378 0.30
44 2.202 0.28
43 2.039 0.26
42 1.888 0.25
41 1.748 0.23
40 1.618 0.22
39 1.499 0.21
38 1.388 0.20
37 1.285 0.19
36 1.190 0.18
35 1.101 0.17
34 1.020 0.16
</TABLE>

43
<PAGE> 150
<TABLE>
<CAPTION>
Birthday in Contribution as a % Minimum Contribution per
Plan Year of Compensation hour worked during the Plan Year*
----------- ------------------- ---------------------------------
<S> <C> <C>
33 0.944 0.15
32 0.874 0.14
31 0.810 0.13
30 0.750 0.12
29 0.694 0.12
28 0.643 0.11
27 0.595 0.10
26 0.551 0.10
25 0.510 0.09
24 0.472 0.09
23 0.437 0.08
22 0.405 0.08
21 0.375 0.07
</TABLE>

44
<PAGE> 151
APPENDIX B
SUPPLEMENTAL CONTRIBUTIONS

<TABLE>
<CAPTION>
Birthday in Contribution as a %
Plan Year of Compensation
----------- -------------------
<S> <C>
70 9.624
69 8.911
68 8.251
67 7.640
66 7.074
65 6.550
64 6.065
63 5.616
62 5.200
61 4.814
60 4.458
59 4.128
58 3.822
57 3.539
56 3.277
55 3.034
54 2.809
53 2.601
52 2.408
51 2.230
50 2.065
49 1.912
48 1.770
47 1.639
46 1.518
45 1.405
44 1.301
43 1.205
42 1.116
41 1.033
40 0.956
39 0.886
38 0.820
37 0.759
36 0.703
35 0.651
34 0.603
33 0.558
</TABLE>

45
<PAGE> 152
<TABLE>
<CAPTION>
Birthday in Contribution as a %
Plan Year of Compensation
----------- -------------------
<S> <C>
32 0.517
31 0.478
30 0.443
29 0.410
28 0.380
27 0.352
26 0.326
25 0.302
24 0.279
23 0.258
22 0.239
21 0.222
</TABLE>

46
<PAGE> 153
MMI Products, Inc. Pension Plan
Additional Predecessor Employers

1.29 SERVICE FOR PREDECESSOR EMPLOYER. In addition to the predecessor
service the Plan must credit by reason of Section 1.29 of the Plan, the Plan
credits Service with the following predecessor employer(s): Semmerling Fence &
Supply, Inc. and Pioneer Fence & Supply, Inc. Service with the designated
predecessor employer(s) applies: (Choose at least one of (a) or (b); (c) is
available only in addition to (a) or (b))

[ ] (a) For purposes of participation under Article II.
[X] (b) For purposes of vesting under Article V.
[ ] (c) Except the following Service:___________________________________.

47
<PAGE> 154
AMENDMENT NO. TWO
TO THE
MMI PRODUCTS, INC. PENSION PLAN

The MMI Products, Inc. Pension Plan is hereby amended, effective as of
July 31, 1996, with regard to the Sivaco/National Wire Group of Atlantic Steel
Industries, Inc., as of October 14, 1996, with regard to Gateway Construction
Company, Inc., and as of November 1, 1996, with regard to DSM Corporation d/b/a
Florida Wire Products, by the addition of certain predecessor employers under
Section 1.29 of the Adoption Agreement, and by the addition of immediate
participation for certain employees under subsection (j) of the EFFECTIVE DATE
ADDENDUM, each to read as follows:

FIRST

1.29 SERVICE FOR PREDECESSOR EMPLOYER. In addition to the predecessor
service the Plan must credit by reason of Section 1.29 of the Plan, the Plan
credits Service with the following predecessor employers: Sivaco/National Wire
Group of Atlantic Steel Industries, Inc., DSM Corporation d/b/a Florida Wire
Products and Gateway Construction Company, Inc. Service with the designated
predecessor employer(s) applies: (Choose at least one of (a) or (b); (c) is
available only in addition to (a) or (b))

[ x ] (a) For purposes of participation under Article II.

[ x ] (b) For purposes of vesting under Article V.

[ ] (c) Except the following Service:

SECOND

[ x ] (j) (Specify) A special entry date shall be established, as of
July 31, 1996, for employees previously employed, immediately
preceding such date, by the Sivaco/National Wire Group of
Atlantic Steel Industries, Inc., and as of November 1, 1996, for
employees previously employed, immediately preceding such date,
by DSM Corporation d/b/a Florida Wire Products, who have
satisfied the eligibility requirement of the MMI Products, Inc.
Pension Plan based on such previous employment.

<PAGE> 155

IN WITNESS WHEREOF, the Company has caused this Amendment No. Two to
be duly executed by its duly authorized officer this 31st day of December,
1996.

MMI PRODUCTS, INC.

By: /s/ Robert N. Tenczar
---------------------------------
Its: Vice President

<PAGE> 1
EXHIBIT 10.5

AMENDED AND RESTATED PUT AGREEMENT

THIS AMENDED AND RESTATED PUT AGREEMENT (this "Agreement") is
entered into as of June 12, 1997, by and between Julius S. Burns, an individual
residing in Houston, Texas ("Burns"), and Merchants Metals Holding Company, a
Delaware corporation (the "Company").

RECITALS

A. Burns is the President and Chief Executive Officer of
the Company.

B. Burns and the Company have entered into that certain
Amended and Restated Put Agreement dated as of December 13, 1996 (the "Prior
Agreement").

C. Burns is and the Company are entering into this
Agreement in order to amend and restate (in its entirety) the Prior Agreement.

D. Concurrently with the execution and delivery of this
Agreement, the holders of the capital stock of the Company representing at
least a majority of the voting power of the Company (including Burns) are
entering into the Limited Liability Company Agreement (the "LLC Agreement") of
MMI Products, L.L.C. (the "LLC") pursuant to which such holders will contribute
(the "Contribution") all of their shares of capital stock of the Company to the
LLC in consideration for the issuance by the LLC to such holders of equity
interests of the LLC.

E. As a result of the Contribution, Burns will own
58,902 Class A Common Units (the "Class A Common Units") of the LLC. Pursuant
to the LLC Agreement, upon Burns' death, the Class A Common Units held by Burns
at such time, will automatically be exchanged for a like number of shares of
Common Stock (the "Common Shares"), par value $.01 per share, of the Company
(the "Common Stock").

F. Both Burns and the Company desire, subject to the
conditions set forth herein, that for a 90- day period following Burns' death,
Burns' estate shall have the option to cause the Company to repurchase the
securities of the Company held by Burns at the time of his death (once the
Exchange has occurred) (the "Subject Securities"), including, without
limitation, the Common Shares and stock options, having a fair market value of
up to $2,000,000.

ACCORDINGLY, the parties hereby agree as follows:

1. Certain Definitions. Whenever used herein, the
following terms shall have the meanings set forth adjacent thereto:

(a) "Acquiring Person" shall mean any person
other than (i) the Company, (ii) any subsidiary of the Company, (iii)
Citicorp Venture Capital Ltd., or any of its

-1-
<PAGE> 2
subsidiaries or affiliates (collectively or individually, "CVC"), (iv)
any employee benefit plan of the Company or of a subsidiary of the
Company or of 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, (v) any trustee or other
fiduciary holding securities under an employee benefit plan of the
Company or of a subsidiary of the Company or of 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 or (vi) any corporation a majority of the voting securities
(assuming conversion by CVC of any non-voting securities it holds to
voting securities) of which is, immediately following that
corporation's first acquisition of voting securities of the Company,
owned directly or indirectly by the stockholders of the Company at the
point in time immediately prior to such acquisition.

(b) "Board" shall mean the Board of Directors of
the Company.

(c) "Cause" shall mean conduct by Burns
constituting gross mismanagement, wilful misconduct or fraud, as
determined by the Board in its sole judgment.

(d) "Change in Control" shall mean the event that
is deemed to have occurred if:

(i) any Acquiring Person is or becomes
the "beneficial owner" (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934), directly or indirectly, of
securities of the Company representing more than 50% of the
combined voting power of the then outstanding voting
securities of the Company (assuming conversion by CVC of all
of its non-voting securities to voting securities); or

(ii) the Company merges or consolidates
with any other corporation or entity, or the stockholders of
the Company and such other corporation or entity (or the
Company and the holders of voting securities in such other
corporation or entity) participate in a securities exchange,
other than a merger, consolidation or securities exchange that
would result in holders of voting securities of the Company
outstanding immediately before the completion thereof
(assuming conversion by CVC of all of its non-voting
securities to voting securities) continuing to hold (either by
voting securities remaining outstanding or by being converted
into voting securities of the surviving entity or of a parent
of the surviving entity) a majority of the combined voting
power of the voting securities of the surviving entity (or its
parent) outstanding immediately after that merger,
consolidation or securities exchange (assuming conversion by
CVC of all of its non-voting securities to voting securities);
or

(iii) the Company liquidates or sells or
disposes of all or substantially all the Company's assets in
one transaction or a series of transactions

-2-
<PAGE> 3
other than a liquidation, sale or disposition of all or
substantially all the Company's assets in one transaction or a
series of related transactions to an entity owned directly or
indirectly by the stockholders of the Company in substantially
the same proportions as their ownership of the stock of the
Company.

(e) "Class A Common Units" shall have the meaning
set forth in the Recitals.

(f) "Closing" shall have the meaning set forth in
Section 5.

(g) "Common Shares" shall have the meaning set
forth in the Recitals.

(h) "Common Stock" shall have the meaning set
forth in the Recitals.

(i) "Contribution" shall have the meaning set
forth in the Recitals.

(j) "Fair Market Value" of any Subject
Securities means the fair market value agreed upon by the
Representative and the Company. In the event that, within ten days
after the date of the Put Notice, the Company and the Representative
cannot agree upon the fair market value of the applicable Subject
Securities, then, within five days after such ten-day period has
expired, the Company and the Representative shall select an
independent appraiser, the fees and expenses of which shall be borne
one-half by the Representative and one-half by the Company, who will
determine the fair market value of such Subject Securities. Such
independent appraiser will determine the fair market value of such
Subject Securities within 30 days following its appointment. If,
within the five days provided for the Company and the Representative
to select an independent appraiser, the Representative and the Company
are unable to agree upon an independent appraiser, the Representative
and the Company will, within five days after the first five-day
selection period expires, each select an independent appraiser and
such independent appraisers together will determine the fair market
value of such Subject Securities. Each party will bear the fees and
expenses for the appraiser which it selects. In the event that,
within 30 days after they have been selected, such appraisers are
unable to agree upon the fair market value of such Subject Securities,
they will, within five days after such 30-day period expires, select
another appraiser whose determination of the fair market value of such
Subject Securities will be final and binding. Such third appraiser
will have 30 days following its selection to determine the fair market
value of such Subject Securities. The fees and expenses of such third
appraiser shall be borne as aforesaid for a single appraiser. The
Company agrees to make its books and records available on a reasonable
basis to the appraiser(s) selected in accordance with this procedure
to the extent they are necessary or desirable in determining Fair
Market Value. The appraiser(s) shall determine the Fair Market Value
as if the Company was being sold in its entirety as an ongoing concern
in a controlled private market auction after being shopped for a
reasonable period of time. Notwithstanding the foregoing, if any of
the Subject Securities are then listed on a national securities
exchange or are traded over the counter, the Fair

-3-
<PAGE> 4
Market Value of such Subject Securities shall be equal to the average
of the closing prices, the average of the last sales prices or the
average of the closing bid and asked prices, as the case may be, for
the 20 trading days immediately preceding the date of the Put Notice.
Notwithstanding anything herein to the contrary, (i) in no event will
the Fair Market Value of any preferred stock exceed the original
purchase price paid therefor plus accrued and unpaid dividends, (ii)
in no event will the Fair Market Value of any debt securities exceed
the unpaid principal amount plus accrued and unpaid interest, and
(iii) the Fair Market Value of unexercised stock options shall be the
remainder of the Fair Market Value of the underlying securities less
the applicable exercise price.

(k) "FMV Determination Date" shall mean the date
on which Fair Market Value has been determined in accordance with this
Agreement.

(l) "Good Reason" shall mean any action by the
Company that results in a diminution in Burns' position, authority,
duties or responsibilities, excluding for this purpose an isolated,
insubstantial and inadvertent action not taken in bad faith and which
is remedied by the Company promptly after receipt of notice thereof
given by Burns.

(m) "LLC" shall have the meaning set forth in the
Recitals.

(n) "Purchase Price" shall have the meaning set
forth in Section 3.

(o) "Put Cancellation Notice" shall have the
meaning set forth in Section 4.

(p) "Put Notice" shall have the meaning set forth
in Section 2.

(q) "Put Period" shall have the meaning set forth
in Section 2.

(r) "Put Right" shall have the meaning set forth
in Section 2.

(s) "Prior Agreement" shall have the meaning set
forth in the Recitals.

(t) "Representative" shall have the meaning set
forth in Section 2.

(u) "Subject Securities" shall have the meaning
set forth in the Recitals.

2. Put Right. Subject to each of the conditions set
forth herein, at any time during the 90 days following the date of death of
Burns (the "Put Period"), the Representative or executor of Burns' estate (the
"Representative") shall have the right (but not the obligation) to cause the
Company to purchase Subject Securities having a Fair Market Value of up to
$2,000,000 (the "Put Right"). The notice of an election to exercise the Put
Right (the "Put Notice") shall specify the number and type of Subject
Securities which the Representative desires to sell. In order to provide

-4-
<PAGE> 5
for the possibility that the Subject Securities specified in the Put Notice
have a Fair Market Value in excess of $2,000,000, and, therefore, cannot all be
purchased by the Company, the Put Notice will further specify a ranking by the
Representative of Subject Securities, by class, of the order in which such
Subject Securities are to be sold. The Representative shall only be permitted
to exercise the Put Right if at the time of Burns' death: (a) Burns was an
employee of the Company, or (b) Burns had either (i) retired at or after age 67,
(ii) voluntarily terminated his employment with the Company for Good Reason
within six months following a Change in Control, (iii) been terminated by the
Company without Cause or (iv) otherwise retired with the consent of the Board or
(c) Burns was no longer employed by the Company due to a disability recognized
by the Board. The Company, in its sole discretion, may elect to terminate this
Agreement in the event, at any time after the date hereof and prior to Burns'
death, Burns is in material default of his obligations under that certain
Non-Competition Agreement dated as of December 31, 1994, between Burns and MMI
Products, Inc.

3. Purchase Price. The purchase price (the "Purchase
Price") paid by the Company pursuant to the Put Right shall be the aggregate
Fair Market Value of the applicable Subject Securities. The Purchase Price is
payable through the application of Life Insurance Proceeds (as hereinafter
defined in Section 7) in an amount equal to the Purchase Price.

4. Put Deferral/Cancellation.

(a) By Representative. Following the FMV
Determination Date and prior to the Closing, the Representative may
elect to cancel an exercise of the Put Right by delivery of a notice
to such effect to the Company (the "Put Cancellation Notice").

(b) By the Company.

(i) Legal Prohibition. In the event and
to the extent that, following receipt of the Put Notice, the
Board reasonably determines in good faith that the Company is
legally prohibited from paying the Purchase Price, the Company
may defer the Closing indefinitely and will commence payment,
for so long as the applicable Subject Securities are held by
members of Burns' family, of cash interest on the unpaid
Purchase Price related to such Subject Securities at the then
current prime rate of Texas Commerce Bank, N.A., payable
quarterly in arrears. All payments will be made at the end of
calendar quarters and will be pro-rated for partial periods.
If the Board determines in good faith that the Company is
legally unable to make the cash interest payments provided for
in this Section 4, the Company may in lieu of such payments
issue shares of Common Stock of comparable value, as
determined in good faith by the Board. Notwithstanding the
foregoing, in no event will the foregoing payments (whether in
cash or in Fair Market Value Common Stock) exceed the
applicable Purchase Price.

(ii) Pending Transactions. The Company
may defer the Closing for up to 180 days, if good faith
negotiations exist relating to the sale of substantially

-5-
<PAGE> 6
all the Company's assets or voting securities or in the good
faith determination of the Board such a sale is reasonably
certain (the "Pending Transaction").

(iii) Options. The Company will remain
obligated to pay the Purchase Price related to any stock
options which were exercisable during the Put Period but which
expired prior to the Closing due to the deferrals contemplated
in clauses (i) and (ii) above.

(iv) Notices. The Company will provide
the Representative with prompt notice of any of the conditions
described in clauses (i) and (ii) above.

5. Closing. If a Put Cancellation Notice has not been
delivered to the Company or the closing (the "Closing") of an exercise of the
Put Right has not otherwise been deferred pursuant to Section 4(b)(i) or (ii)
hereof, the Closing of an exercise of the Put Right shall, unless otherwise
agreed to by the Representative and the Company, take place at the offices of
the Company, at 10:00 a.m., on the date which is five business days after the
FMV Determination Date. At the Closing, the Representative shall (a) transfer
and assign to the Company the Subject Securities, free and clear of any liens,
encumbrances or rights of others, and (b) return (or assign the right to
recover) any Life Insurance Proceeds in excess of the Purchase Price; provided
that in the case of a delay of a Closing under Section 4(b)(ii), the return or
assignment of Life Insurance Proceeds will be made by the Representative on the
first to occur of such delayed Closing or the closing of the Pending
Transaction. Unless otherwise agreed to by the Company and the Representative,
a determination of Fair Market Value will need to be redetermined if a Closing
would occur more than 180 days after a FMV Determination Date.

6. Term. If not otherwise terminated pursuant to the
terms of this Agreement, this Agreement shall terminate on the earlier of: (a)
December 31, 2000, (b) the failure of the Representative to exercise the Put
Right prior to the expiration of the Put Period, (c) the Closing (or if there
is more than one Closing, the final Closing), (d) the termination of Burns'
employment with the Company for reasons other than Burns' (i) death, (ii)
retirement at age 67 or otherwise with the Board's consent, (iii) termination
by Burns of his employment with the Company for Good Reason following a Change
in Control, (iv) termination by the Company of his employment with the Company
without Cause, (v) disability recognized by the Board, or (e) the time at which
Burns or members of Burns' family no longer hold any securities of the Company
or securities of the LLC which are exchangeable for securities of the Company.

7. Life Insurance. The Company has purchased life
insurance contracts to provide the Company with funds to pay the maximum
Purchase Price of $2,000,000 hereunder. Burns is the sole beneficiary of such
life insurance contracts. The Company is not obligated, in any respect,
hereunder to cause the Purchase Price to be paid other than through the
application of the proceeds payable under such life insurance contracts (the
"Life Insurance Proceeds"). The Company will continue to pay premiums on such
life insurance contracts through December 31, 2000; provided that it is under
no obligation, and has made no commitment, to spend in excess of an

-6-
<PAGE> 7
aggregate of $100,000 on life insurance premiums over the term of this
Agreement. Burns hereby agrees that to the extent that the Put Right is not
exercised or is exercised only in part, all of, or the portion of, the Life
Insurance Proceeds, to the extent not used to pay the Purchase Price, will be
immediately returned (or the right to recover such proceeds assigned) to the
Company as follows: (i) in the case of the nonexercise of the Put, on the
expiration of the Put Period or (ii) in the case of the partial exercise of the
Put Right, on the Closing (except as otherwise contemplated in Section 5
hereof). Failure by the Representative (or any heirs, successors or assigns)
to comply with this provision will result in the forfeiture and cancellation of
all of the Subject Securities.

8. Legends. Burns hereby agrees that all of the Subject
Securities from and after the date hereof and through the termination of this
Agreement will bear a legend indicating that the Subject Securities are subject
to this Agreement.

9. Binding Effect; Assignment. This Agreement is
binding upon and inures to the benefit of the parties hereto and the
Representative and their respective heirs, assigns, executors, administrators,
personal representatives and successors (it being understood and agreed that
nothing contained in this Agreement is intended to confer upon any other person
any rights, benefits or remedies of any kind or character whatsoever). No
party may assign this Agreement to any person (other than by the Company to the
surviving corporation in any consolidation or merger with the Company) without
the prior written consent of the other party hereto.

10. Entire Agreement; Waiver. This Agreement contains
the entire agreement of the parties hereto with respect to the subject matter
hereof and no modification, amendment or change of any term or provision of
this Agreement shall be valid or binding unless the same is in writing and
signed by all the parties hereto. No waiver of any of the terms of this
Agreement will be valid unless signed by the party against whom such waiver is
asserted and a waiver at any time of any of the terms of this Agreement will
not be construed as a waiver at any subsequent time of the same terms. This
Agreement replaces the Prior Agreement in its entirety.

11. Notices. Any notice, demand, offer, or other written
instrument required or permitted to be given, made or sent hereunder shall be
in writing and may be sent by personal delivery, courier, facsimile, or
registered or certified United States mail, postage prepaid, return receipt
requested, to the parties at their respective addresses set forth herein. Any
notice required to be given to the Representative may be addressed to the
Representative at the address of Burns.

If to Burns: Mr. Julius S. Burns
15211 Rainhollow Drive
Houston, Texas 77070

If to the Company: Merchants Metals Holding Company
c/o MMI Products, Inc.
515 W. Greens Road, Suite 710
Houston, Texas 77067

-7-
<PAGE> 8
Notices will be deemed to have been given when (a) personally delivered, (b)
the next business day when sent by overnight courier, (c) upon receipt of
facsimile transmission confirmation or (d) three days after deposit in the
United States mail.

12. Governing Laws. This Agreement has been executed in
the State of Delaware and shall be governed by and construed in accordance
with the laws of the State of Delaware.

13. Counterparts. This Agreement may be executed in one
or more counterparts, each of which will be deemed an original and all of which
together will constitute one agreement.

14. Severability. In the event any one or more of the
provisions contained in this Agreement is for any reason held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability will have no affect any other provision hereof and this
agreement will be construed as if such invalid, illegal or unenforceable
provision had never been contained herein.

-8-
<PAGE> 9
IN WITNESS WHEREOF, the parties have hereunto set their hands
as of the day and year first above written.

/s/ JULIUS S. BURNS
------------------------------------
Julius S. Burns

MERCHANTS METALS HOLDING COMPANY

By: /s/ ROBERT N. TENCZAR
---------------------------------
Name: Robert N. Tenczar
Title: Vice President

<PAGE> 1
EXHIBIT 10.6

PROCUREMENT AGREEMENT

This Procurement Agreement (this "Agreement") is entered into as of December
13, 1996 between MMI Products, Inc., a Delaware corporation ("Buyer"), and
Mannesmann Pipe & Steel Corporation, a New York corporation ("Mannesmann").

1. APPOINTMENT

Subject to the terms and conditions contained in this Agreement, Buyer
hereby appoints Mannesmann as its sole and exclusive procurement
organization for all its import purchases for hot rolled wire rod, and
for any other items that may be added at a later date by written
agreement of the parties hereto. Mannesmann hereby accepts this
appointment.

In case Buyer receives offers for Buyer to purchase imported products
from any source, Buyer will immediately turn those offers over to
Mannesmann for further handling. Buyer will continue to purchase
domestic wire rod through the competitive bidding process Buyer
currently uses.

2. PROCUREMENT

Mannesmann shall use its best efforts in sourcing Products for Buyer in
order to obtain the best possible prices for Buyer.

Recognizing that market conditions fluctuate, the parties nevertheless
anticipate that Mannesmann's procurement efforts and Buyer's
requirements will result in an annual transaction volume in excess of
175,000 tons.

All of Mannesmann's sourcing with international suppliers and subsequent
procurement shall be done from Mannesmann's Houston, Texas, offices
directly with the various international suppliers and without
involvement of any kind by any of Mannesmann's other offices or
personnel in other offices. Mannesmann will fully communicate to Buyer
all information and disclose all fees, terms, costs and other
information about the sourcing offers in order to provide Buyer the
opportunity to evaluate fully all aspects of every offer Mannesmann
solicits on Buyer's behalf.

Buyer reserves the exclusive right to approve or disapprove any and all
offers. Mannesmann shall not procure any Products sourced pursuant to
this Agreement until Mannesmann receives Buyer's written requisition for
such Products from the named source that states the description of the
Product or material and the quantities and delivery dates Buyer
requires.

Any offerings received by Mannesmann for Products from any source shall
be forwarded by Fax to Buyer without delay. Within 48 hours after
Buyer's actual receipt of such Fax (or on

1
<PAGE> 2
the first business day following such 48-hour period if the 48 hour
period does not end on a business day), Buyer shall inform Mannesmann by
Fax whether or not Buyer approves the proposed source and offer.

3. PROCUREMENT ALLOWANCE

Buyer will pay Mannesmann a procurement allowance of 2% of the Total
Price of all purchases. "Total Price" shall mean the sum of the sales
price of the purchase (F.O.B. mill price) and all other expenses
associated with the transaction, including but not limited to costs such
as transportation, insurance, interest charges ("interest #1") for no
longer than 30 days from delivery to Buyer at rates no greater than that
specified herein, L/C charges, surveys, and U.S. customs duty.
"Interest #1" must be charged for a period less than 30 days when credit
limits imposed by Mannesmann require the Buyer to pay Mannesmann
invoices in less than 30 days. Terminal handling, stevedoring, and
wharfage expenses shall also be charged to Buyer but are excluded from
Total Price for the purpose of computing the 2% procurement allowance.

After discharge of materials at the U.S. port of entry, Mannesmann will
prepare an analysis of all the above noted costs and compute the per
metric ton (MT) and per hundred weight (cwt) cost that will ultimately
be utilized for billing the Buyer when materials are delivered. These
costs will include interest ('interest #2') on all amounts that
Mannesmann pays a foreign supplier for Products that Buyer has
ordered, and the interest payments so owed shall be the product of (a)
the interest rate and (b) the amount paid for such Products and (c) a
fraction, the numerator of which is the number of days from the date
Mannesmann pays its supplier for the materials until the materials are
available for delivery and the denominator of which is 365. In
addition, the invoiced costs will also include an interest charge
('interest #3') for the estimated period from when the materials are
available for delivery to Buyer until actual delivery. Mannesmann will
account for variances from the actual period and issue debit or credit
memoranda for the adjustments. Buyer shall also pay Mannesmann a
separate interest charge ('interest #4') on all amounts billed to Buyer
that have not been paid within thirty (30 days) of delivery to Buyer,
with interest beginning to accrue on the thirty-first day. The 2%
procurement allowance will not be applied to "Interest #2', "Interest
#3' or "Interest #4'. Interest rates under this Agreement shall be the
prime rate published in the Wall Street Journal on the date on which
Mannesmann pays a supplier on Buyer's behalf.

4. MINIMUM GUARANTEED PROCUREMENT ALLOWANCE

For purposes of this Section 4, "Buyers Group" shall mean MMI Products,
Inc. and any and all subsidiaries of MMI.

If, on the third anniversary of the effective date of this Agreement and
subject to the test for quantity of tonnage received by the Buyers Group
from Mannesmann as noted in the next paragraph, Mannesmann has not
received from Buyers Group during the three years of this

2
<PAGE> 3
Agreement procurement allowances in the aggregate principal amount of at
least $3.0 Million, MMI shall pay Mannesmann an additional sum
(hereafter referred to as "Penalty" or "Penalties") equal to one-half of
the difference between $3.0 Million and the aggregate principal amount
Mannesmann has received from Buyers Group as procurement allowances;
provided however, that if one-half of the difference between $3.0
Million and the aggregate principal amount Mannesmann has received from
Buyers Group as procurement allowances exceeds $675,000 then MMI shall
pay Mannesmann as Penalty the sum of $675,000 and no more. If this
Agreement shall be extended beyond the initial three year term, then on
each succeeding anniversary date of this Agreement, if Mannesmann has
not received from Buyers Group, during the preceding 36 months,
procurement allowances and Penalties in the aggregate principal amount
of at least $3.0 Million, MMI shall pay Mannesmann a Penalty equal to
one-half of the difference between $3.0 Million and the aggregate
principal amount Mannesmann has received from Buyers Group as
procurement allowances and Penalties during such 36 month period;
provided however, that if one-half of the difference between $3.0
Million and the aggregate principal amount Mannesmann has received from
Buyers Group as procurement allowances and Penalties during such 36
month period exceeds $675,000, the maximum MMI shall pay Mannesmann as
Penalties for and during any three consecutive years is $675,000.

If the procurement allowances and Penalties in the aggregate principal
amount for any three year period is less than $3.0 million, but the
volume of hot rolled wire rod received from Mannesmann (whether from
foreign or domestic sources) during that three year period equals or
exceeds 525,000 tons (the "Minimum Tonnage"), then no Penalty will be
owed for that 36 month period. If at any time it is determined by MMI
that the Buyer's Group will incur a penalty for the 36 month period
ending on the next anniversary of the effective date of this agreement
and that such penalty will be caused by Mannesmann's inability to
provide the minimum tonnage at prices no greater than MMI's other
domestic sources of hot rolled wire rod, then MMI can advise Mannesmann
that this Agreement is in default and terminated. MMI will be obliged
to substantiate its claim and provide Mannesmann an opportunity to meet
the lower domestic price. Mannesmann shall have the right to negate the
default and termination by waiving the penalty that would have been
payable for the 36 month period ending on the next anniversary of the
effective date of this agreement. Termination of the contract under
this provision shall oblige MMI to pay in full to Mannesmann all
principal and interest owing on those certain Senior Subordinated
Secured Promissory Notes.

No later than 45 days after December 31, 1999 and if this Agreement is
extended, no later than 45 days after each subsequent December 31st,
Mannesmann shall prepare and deliver to Buyers an invoice setting forth
for the preceding 36 months (I) the procurement allowances paid by
Buyers Group (listed separately by company), (ii) the Penalties paid by
MMI and (iii) the Penalty currently owed to Mannesmann, if any. All
payments of the Penalty shall be due net 30 days after the invoice date.
Past due amounts shall bear interest as specified in Paragraph 3 herein.

3
<PAGE> 4
5. CONSIGNMENT

In certain instances it may be necessary for Mannesmann to purchase
large quantities at any given time to take advantage of lower prices
being offered by a particular mill and also to obtain better
transportation rates. Mannesmann is willing and prepared to enter into
closed-end consignment arrangements with Buyer related to those orders.
Such consignment arrangements require the consent of both parties prior
to establishment of the arrangement and shall be governed by the terms
and conditions contained in Annex 1 attached hereto.

6. TERMS OF PAYMENT

Buyer shall pay Mannesmann's invoices net 30 days after delivery unless
Buyer's representative and Mannesmann agree upon other terms. In
connection with consignment transactions, however, terms of payment
shall be governed by the provisions in Annex I hereto.

7. TERMS AND CONDITIONS OF SALE AND DELIVERY

Except as otherwise provided in this Agreement or as otherwise expressly
agreed between the parties, Mannesmann's "General Terms and Conditions
of Sale", attached hereto as an Exhibit to Annex 1, shall apply for all
sales from Mannesmann to Buyer.

8. EXCHANGE OF INFORMATION

Mannesmann will provide Buyer with timely, periodic market reports
detailing national and international price developments.

Buyer will provide Mannesmann with their best effort quarterly estimates
of Buyer's Product requirements at least 60 days prior to the
commencement of each quarter.

Buyer shall have the right to inspect any of Mannesmann's records
regarding transactions between Mannesmann and any member of Buyers Group
and between Mannesmann and any other entity on behalf of any member of
Buyers Group in order to confirm the accuracy of the matters set forth
in any invoice from Mannesmann.

9. TERM OF THE AGREEMENT

This Agreement shall be effective on January 1, 1997 and shall expire on
MMI's declaration of contract default as described in Paragraph 4
herein, or the later of (a) the close of business on December 31, 1999,
or (b) the date on which that certain loan made by Mannesmann to MMI
pursuant to those certain Senior Subordinated Secured Promissory Notes
has been repaid in full or released in full.

4
<PAGE> 5
10. RELATIONSHIP OF THE PARTIES

The relationship between the parties hereto shall be one of independent
contractors. No party hereto is authorized to bind the other
contractually or otherwise, or to make any representation not permitted
herein on behalf of the other party without such other party's consent.

11. DEFINITIONS

When used in this Agreement, the following terms shall have the meaning
stated herein:

"Domestic," when used in connection with any Product, wire rod, or other
item, means such product, wire rod, or other item as is produced in the
United States.

"Imported Products" shall mean Products produced outside of the United
States.

"International supplier" means any person, corporation, partnership, or
other entity that produces Products outside of the United States.

"$" shall mean dollars in legal tender of the United States of America.

"Fax" shall mean a written transmission by fax machine that transmits
written documents.

12. AMENDMENTS

Any amendments to this Agreement must be in writing and signed by all
parties to this Agreement.

13. GOVERNING LAW

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUCTED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF TEXAS.

14. REQUIRED PERFORMANCE

The failure of either party to this Agreement to require the performance
of any term of this Agreement or the waiver by either party of any
breach under this Agreement shall not prevent the subsequent enforcement
of such term and shall not be deemed a waiver of any subsequent breach.

15. SEVERABILITY

5
<PAGE> 6
If any provision of this Agreement is held to be invalid or void by any
court of competent jurisdiction, such provision shall be deemed
severable from the remainder of this Agreement and shall not affect any
other provision hereof. If such provision shall be deemed invalid due
to its scope or breadth, such provision shall be deemed valid to the
extent of the scope or breadth permitted by law.

16. ASSIGNABILITY

Neither party to this Agreement shall assign any rights or delegate any
obligations of such party hereunder without the prior written consent of
the other party hereto, which shall not be unreasonably withheld.

17. NOTICES

Any notice required or permitted hereunder shall be in writing and shall
be deemed to have been duly given (a) when delivered to each party
personally or by private carrier, (b) 72 hours after the communication
is deposited in the United States mail, first-class, postage prepaid,
addressed to the respective parties at the addresses set forth below, or
(c) upon actual receipt when delivered by Fax. All notices shall be
addressed as set forth below:

MMI: MMI Products, Inc.
515 W. Greens Road, Suite 710
Houston, Texas 77067
Attn: Julius S. Burns, President

Mannesmann: Mannesmann Pipe & Steel Corporation
1990 Post Oak Blvd., Suite 1800
Houston, Texas 77056
Attn: Rudolf Georg, President

or to such other address as to any party hereto as such party shall
designate by like notice to the other parties hereto.

18. MERGER

This Agreement contains the entire understanding between the parties
with respect to the subject matter hereof and supercedes all prior
understanding between the parties including but not limited to the
Procurement Agreement entered into July 6, 1989. The parties agree that
all obligations under all prior understandings are settled upon
execution of this Agreement. In the event of any conflict between the
terms of this Agreement and any purchase order or any document submitted
by Mannesmann to Buyer, this Agreement shall govern.

6
<PAGE> 7
Executed and effective as of the date first written above.

MMI PRODUCTS, INC.

By: /s/ Julius S. Burns
----------------------------------

Title: President
-------------------------------

MANNESMANN PIPE & STEEL CORPORATION

By: /s/ Rudolf Georg
----------------------------------

Title: Rudolf Georg, President
-------------------------------

7
<PAGE> 8

Annex 1

CONSIGNMENT AGREEMENT

This Consignment Agreement is entered into as of the 13 day of December,
1996, between Mannesmann Pipe & Steel Corporation, hereinafter referred to as
Consignor, and MMI Products, Inc., hereinafter referred to as Consignee,
pursuant to that certain Procurement Agreement between the parties dated
December, 1996.

ARTICLE I - SCOPE

This Agreement covers metal products including, but not limited to,
wire, wire rod, tubular products, and aluminum products, to be delivered by
Consignor to Consignee, to be further defined by individual consignment sales
contracts making reference to this Consignment Agreement. Such metal products
shall be referred to herein as the "Products".

ARTICLE II - QUALITY

The Products furnished by Consignor shall conform to the specifications
as to sizes, grades and other technical details agreed upon by Consignee and
Consignor.

ARTICLE III - CONSIGNMENT INVENTORY

(a) All Products delivered to Consignee by Consignor under the terms
of this Agreement which have not yet been invoiced by Consignor shall
constitute the consignment inventory (the "Consignment Inventory"). Consignee
shall physically separate such Consignment Inventory from other inventory of
materials located on Consignee's premises, and post a prominent sign stating
that the material has been consigned by Consignor.

(b) When Consignee wishes to withdraw a Product from the Consignment
Inventory, such Product shall be physically removed by Consignee from the
Consignment Inventory at which time it shall be deemed to be withdrawn from the
Consignment Inventory for invoicing purposes. The contents of the Consignment
Inventory and all such withdrawals therefrom shall be reflected in the
Inventory Activity Report referred to in Article X below.

ARTICLE IV - TITLE

Title to each product furnished by Consignor to Consignee under this
Agreement shall remain with Consignor until the date such product is withdrawn
from the Consignment Inventory by Consignee in accordance with the procedures
of Article III (b) above. Consignor may reclaim any or all of the Products in
the Consignment inventory at any time.

1
<PAGE> 9
ARTICLE V - TERM

This Agreement covers Consignee's partial requirements for the Products
for the period beginning January 1, 1997, and ending on December 31, 1999, or
at such time as all consigned product has been withdrawn by Consignee in
accordance with the procedures of Articles III(b) and paid for pursuant to
Article VIII, whichever date is later.

ARTICLE VI - QUANTITIES

Consignor will use its best efforts to deliver or cause to be delivered
the quantity of Products required by Consignee.

Consignor may at its sole option deliver to Consignee the Products in
one or more bulk shipments.

ARTICLE VII - PRICING

Consignor will furnish Consignee with the Products, as defined above, at
agreed upon prices in effect at the time Products are ordered for placement in
Consignment Inventory.

ARTICLE VIII - PAYMENT TERMS

Consignor extends to Consignee payment terms of net thirty (30) days
from the date of Consignor's invoice, unless otherwise agreed in writing. All
invoices will be payable in U.S. Dollars only.

ARTICLE IX - LEASE OF WAREHOUSE SPACE

(a) During the term of the Consignment Agreement, Consignor agrees to
pay monthly rent in the amount of $.10 per net ton delivered to Consignee
pursuant to the terms of the Consignment Agreement and stored at any of the
Consignee's premises. Such rental amount shall be pro-rated for each partial
month Consignee hold each such ton of Consignment Inventory.

(b) Such rent shall be payable within thirty days of the end of each
month.

ARTICLE X - INVENTORY ACTIVITY REPORT

On the second workday of each week, Consignee will furnish Consignor
with a Consignment Inventory Activity Report for the preceding calendar week
for each location where Consignment Inventory has been or is located. This
report will reflect the total quantities of each of the following: opening
consignment Inventory by line item, weekly receipts, weekly withdrawals and
ending Consignment Inventory by line item. The reports will identify receipts
and withdrawals which are

2
<PAGE> 10
transfers among Consignee's storage sites. This report will be utilized by
Consignee and Consignor for inventory control and invoicing purposes.

ARTICLE XI - NOTIFICATION OF WITHDRAWALS

Consignee shall inform Consignor of the date of each withdrawal of a
Product from the Consignment Inventory and the quantity of Products withdrawn
from the Consignment Inventory on such date. Such information shall be
included in the Consignment Inventory Activity Report described in Article X
above.

ARTICLE XII - INSPECTION

Consignor shall be entitled to enter into and upon the Consignee's
premises during regular business hours on any business day, or at such other
times as the Consignor and Consignee shall agree, for the purpose of inspecting
the Consignment Inventory. If, upon inspection, Consignor discovers a shortage
in the Consignment Inventory from the amount reported in the most recent
Inventory Activity Report the Products missing shall be deemed to have been
sold to Consignee and Consignee shall include such missing Consignment
Inventory in the next Consignment Inventory Activity Report and identify such
Products as withdrawn from the Consignment Inventory.

ARTICLE XIII - INVOICING

Immediately after receipt of a weekly Inventory Activity Report,
Consignor will invoice Consignee for all Products withdrawn by Consignee from
the Consignment Inventory during the preceding week.

ARTICLE XIV - CLASSIFICATION OF TRANSACTION AND RIGHTS OF CREDITORS

Consignee and Consignor agree that the transactions between Consignee
and Consignor provided for hereunder and intended to be classified as a "sale
on approval" for the purposes of the Uniform Commercial Code Section 2-326,
that the Products are delivered by Consignor to Consignee primarily for
Consignee's use, and that the Consignment Inventory is not subject to any
claims by third parties, including, without limitation, Consignee's creditors.
Consignee and Consignor further agree that the Products shall be deemed to be
accepted by Consignee only upon Consignee's withdrawal of the Products from the
Consignment Inventory, and that acceptance shall be limited to the particular
Products withdrawn from the Consignment Inventory so that acceptance of some
Products from a given lot shall not be deemed an acceptance of the entire lot.
Notwithstanding anything herein to the contrary, if Consignee fails to notify
Consignor of its election to return the products within 120 days of delivery,
such products shall be deemed to have been accepted on the 121st day after
delivery.

3
<PAGE> 11
ARTICLE XV - PERFECTION OF CONSIGNOR'S SECURITY INTEREST

In the event that, notwithstanding the intentions of the Consignee and
Consignor to create a consignment "sale on approval", any court treats any of
the transactions between Consignee and Consignor as a sale of goods other than
as a consignment "sales on approval", Consignee hereby grants Consignor a
security interest in the Products covered by this Agreement and the proceeds
thereof to secure payment of the purchase price of the Products.

Consignee hereby agrees to take any and all actions requested by
Consignor to perfect Consignor's security interest in the Products maintained
in the Consignment Inventory, including, without limitation: execution and
filing by Consignee of UCC-1 financing statements covering the Products and all
schedules or amendments in connection therewith, with the offices of the
Secretaries of State in any state in which consignment inventory is stored at
the consignee's premises and furnishing Consignor with a list of all secured
parties holding UCC Financing Statements which have been or hereafter are filed
to perfect an alleged security interest in Consignee's property.

ARTICLE XVI - TERMINATION

This Agreement may be terminated by either party for a material breach
of this Agreement by the other party upon sixty (60) days prior written
notification to the other party.

In the event this Agreement is terminated for any reason whatsoever,
Consignor will be entitled to the immediate return of the Products remaining in
the Consignment Inventory.

Notwithstanding the foregoing, upon termination of this Agreement for
any reason whatsoever, the parties shall remain contractually liable to each
other, as seller and buyer, with respect to all Products withdrawn from the
Consignment Inventory prior to such termination and the parties shall retain
all remedies available to them, at law or in equity, to enforce such
contractual liabilities.

ARTICLE XVII - BANKRUPTCY OR INSOLVENCY OF CONSIGNEE

In the event Consignee institutes proceedings under the Bankruptcy Code
or any similar law, or Consignee consents to entry of an order for relief
against it in any bankruptcy or insolvency proceeding or similar proceeding, or
Consignee files a petition or consent for reorganization or other relief under
any bankruptcy act or similar law, or a receiver, liquidator, assignee,
trustee, sequestrator (or other similar official) is appointed for Consignee or
any substantial part of its property, or Consignee admits in writing its
inability to pay its debts as they become due, or Consignee makes an assignment
for the benefit of creditors, or Consignee takes any action in furtherance of
the foregoing, Consignor is hereby entitled, without prejudice to Consignor's
right to damages for breach of any contractual obligations of Consignee, to the
immediate return of all Products maintained in the Consignment Inventory, and
Consignee shall pay any and all costs associated with the return of such
Products to Consignor.

4
<PAGE> 12
ARTICLE XVIII - NON-ASSIGNMENT

Consignee may not assign, subcontract, delegate or otherwise transfer
any of its duties rights or obligations under this Agreement or any part hereof
to a third party without the prior written consent of Consignor. No assignee
for the benefit of creditors, receiver, trustee in bankruptcy, sheriff nor any
other officer of the court or official charged with taking custody of
Consignee's assets or business shall have any right to continue performance of
this Agreement, and this Agreement may not otherwise be assigned by operation
of law (except by operation of law to a successor-in-interest to the Consignee
pursuant to a merger of the Consignee).

ARTICLE XIX - RISK OF LOSS

Risk of loss from fire, vandalism, weather or acts of God shall remain
with Consignor until material is withdrawn from the Consignment Inventory,
provided however that the risk of loss for Products in the Consignment
Inventory which are missing or otherwise unaccounted for shall remain with
Consignee.

ARTICLE XX - CONSIGNOR'S TERMS AND CONDITIONS

Consignor's standard terms and conditions of sale, annexed hereto as an
Exhibit shall apply to Products withdrawn by Consignee from the Consignment
Inventory. In the event of an inconsistency between the Exhibit and this
Agreement, the provisions of the Agreement shall control.

ARTICLE XXI - NOTICES

All reports, communications, requests or notices required or permitted
under this Agreement shall be in writing and shall be deemed to be duly given on
the date same are hand delivered and acknowledged, or if mailed, when mailed by
registered or certified mail, return requested, to the party concerned at the
following address:

If to Consignor: Mannesmann Pipe & Steel Corporation
1990 Post Oak Blvd., Suite 1800
Houston, Texas 77056
Attention: Mr. Rudolf Georg, President

If to Consignee: MMI Products, Inc.
515 W. Greens Road, Suite 710
Houston, Texas 77067
Attention: Julius S. Burns, President

5
<PAGE> 13
Either party may change the address to which such notices and
communications shall be sent by written notice to the other party provided that
any such notice of change of address shall be effective only upon request.

ARTICLE XXII - INTEGRATION; AMENDMENTS

This Agreement sets forth the entire Agreement and understanding between
the parties, merges all prior discussions between the parties, and supersedes
all prior consignment agreements entered into between them. Except as
otherwise specifically provided herein, neither party shall be bound by any
definition, condition, warranty or representation other than expressly stated
in this Agreement. This Agreement may not be amended or modified except by
written instrument signed by each of the parties hereto.

ARTICLE XXIII - APPLICABLE LAW

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF TEXAS.

ARTICLE XXIV - INTERPRETATION

The headings given to the paragraphs of this Agreement are for the
convenience of the parties only and are not to be used in an interpretation of
this Agreement.

ARTICLE XXV - SEVERABILITY

In the event that any one or more provisions of this Agreement shall be
held invalid, illegal or enforceable in any respect, such provision or
provisions shall be severable from this Agreement, so that the validity,
legality or enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby. In the event that any one or
more provisions of this Agreement shall be held invalid, illegal or enforceable
with respect to certain products delivered to Consignee, the validity, legality
or enforceability of the Agreement with respect to other Products delivered
shall not in any way be affected or impaired thereby.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers all as of the date set forth above.

MMI PRODUCTS, INC. MANNESMANN PIPE & STEEL
CORPORATION

By: /s/ Julius S. Burns By: /s/ Rudolf Georg
-------------------------------- -------------------------
Julius S. Burns Rudolf Georg
President President

6
<PAGE> 14

AMENDMENT NO. 1 TO PROCUREMENT AGREEMENT

This Amendment No. 1 to Procurement Agreement (the "Amendment") is made
and entered into as of the 27th day of March, 1997, by and between MMI
Products, Inc., a Delaware corporation (the "Buyer"), and Mannesmann Pipe &
Steel Corporation, a New York corporation ("Mannesmann").

WHEREAS, Mannesmann and the Buyer entered into that certain Procurement
Agreement dated as of December 13, 1996 (the "Agreement"); and

WHEREAS, the Buyer and Mannesmann desire to amend the provisions of the
Agreement as provided herein;

NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto hereby agree as
follows:

1. Amendment of Provisions Regarding Minimum Guaranteed Procurement
Allowance. The text of Section 4 of the Agreement is hereby amended to read in
its entirety as follows:

Beginning with the two years ending December 31, 1998, and each December
31 thereafter, if the volume of hot rolled wire rod received from
Mannesmann (whether from foreign or domestic sources) during any
two-year period is less than 200,000 tons (the "Minimum Tonnage"), then
an allowance ("Allowance") will be owed for that 24-month period. Such
allowance will be equal to the difference between 200,000 tons and the
lesser tonnage received by Buyer during that 24-month period multiplied
by $.50. Notwithstanding the foregoing, if the tonnage received in the
year ending December 31, 2001 is less than 100,000, the Allowance will
be the greater of the amount calculated on the basis described in the
preceding sentence or the difference between 100,000 tons and the lesser
tons received multiplied by $1 per ton. Buyer hereby acknowledges and
agrees that this is a reasonable sum.

No later than 45 days after December 31, 1998, and no later than 45 days
after each subsequent December 31, Mannesmann shall prepare and deliver
to Buyer an invoice setting forth for the preceding 24 months the tons
purchased for Buyers Group and the Allowance currently owed to
Mannesmann, if any. All payments of the Allowance shall be due net 30
days after the invoice date. Past due amounts shall bear interest as
specified in Paragraph 3 herein.

2. Amendment of Provision Regarding Term. The text of Section 9 is
amended to read in its entirety as follows:

1
<PAGE> 15
This Agreement shall be effective on January 1, 1997 and shall expire on
the later of (a) the close of business on December 31, 2001, or (b) the
date on which that certain loan made by Mannesmann to MMI pursuant to
those certain Senior Subordinated Secured Promissory Notes has been
repaid in full or released in full.

3. Continued Effectiveness of Agreement. Except as expressly
amended by this Amendment, the Agreement shall remain in full force and effect
in the form in which it was in effect prior to the execution and delivery of
this Amendment.

IN WITNESS WHEREOF, the undersigned have executed and delivered this
Amendment as of the date first above written.

MMI PRODUCTS, INC.

By: /s/ JULIUS S. BURNS
---------------------------
Name: Julius S. Burns
-------------------------
Title: President
------------------------

MANNESMANN PIPE & STEEL
CORPORATION

By: /s/ Rudolf Georg
-----------------------
Name: Rudolf Georg
-----------------------
Title: President
-----------------------

<PAGE> 1
EXHIBIT 10.7

MERCHANTS METALS HOLDING COMPANY
(formerly Ivy Holding Corporation)

1988 STOCK OPTION PLAN

This Ivy Holding Corporation 1988 Stock Option Plan (the "Plan")
provides for the granting of nonqualified stock options to Eligible Individuals
(as hereinafter defined) of Ivy Holding Corporation, a Delaware corporation
(the "Corporation"), or of its subsidiary corporations, as that term is defined
in Section 3 hereof (the "Subsidiaries" ). The purpose of the Plan is to
provide an incentive for such Eligible Individuals to remain in the employ of
the Corporation or the Subsidiaries, to extend to them the opportunity to
acquire a proprietary interest in the Corporation so that they will apply their
best efforts for the benefit of the Corporation, and/or to aid the Corporation
in attracting able persons to enter the employ of the Corporation and the
Subsidiaries.

SECTION 1. Stock and Maximum Number of Shares Subject to the Plan.

1.1 Description of Stock and Maximum Shares Allocated. Subject to
the adjustments provided for in Paragraphs 5.7 and 5.8 hereof, the shares of
stock which options granted hereunder give the holder thereof the right to
purchase are shares of the Corporation's authorized Class C Common Stock, $.01
par value (such stock, together with any other securities with respect to which
options granted hereunder may become exercisable, hereinafter referred to as
the "Stock"), and may be unissued or reacquired shares, as the Board of
Directors of the Corporation (the "Board of Directors") may, in its sole and
absolute discretion, from time to time determine. Subject to the adjustments
provided for in Paragraph 5. 5 hereof, the aggregate number of shares of the
Stock to be issued pursuant to the exercise of all options granted hereunder
shall not exceed one hundred fiftv thousand (150,000) shares.

1.2 Restoration of Unpurchased Shares. If an option granted
hereunder expires or terminates for any reason during the term of this Plan and
prior to the exercise thereof in full, the shares of Stock subject to but not
issued under such option shall again be available for options granted hereunder
subsequent thereto.

SECTION 2. Administration of the Plan.

2.1 Administration Committee. The Plan shall be administered by
an Administration Committee (the "Committee"), the members of which shall be
appointed by the Board of Directors. In the event that the Stock is registered
under section 12 of the Securities Exchange Act of 1934, as amended (the
"Act"), the Committee shall consist of not less than three (3) members of the
Board of Directors, all members of the Committee shall be "disinterested
persons," as defined in Rule 16b-
<PAGE> 2
3(d)(3) promulgated under the Act, and members of the Committee shall not be
eligible to receive options granted hereunder while they are serving as members
of the Committee.

2.2 Meetings and Actions of Administration Committee. The
Committee shall elect one of its members as its Chairman and shall hold its
meetings at such times and places as it may determine. All decisions and
determinations of the Committee shall be made by the majority vote or decision
of all of its members, whether present at a meeting or not; provided, however,
that any decision or determination reduced to writing and signed by all of the
members of the Committee shall be as fully effective as if it had ben made at a
meeting duly called and held. The Committee may make such rules and
regulations for the conduct of its business that are not inconsistent with the
provisions hereof as it may deem advisable.

2.3 Committee's Powers. Subject to the express provisions hereof,
the Committee shall have the authority, in its sole and absolute discretion,
(a) to adopt, amend and rescind rules and regulations relating to the Plan; (b)
to determine the terms and provisions of the respective option agreements
(which need not be identical), including provisions defining or otherwise
relating to (i) (subject to Section 5 of the Plan) the term and the period or
periods and extent of exercisability of the options, (ii) the extent to which
the transferability of shares issued upon exercise of options is restricted,
(iii) the effect of termination of employment on the exercisability of the
options, and (iv) the effect of approved leaves of absence; (C) to construe the
respective option agreements and the Plan; and (d) to make all other
determinations necessary or advisable for administering the Plan. The
Committee may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any option agreement in the manner and to the
extent it shall deem expedient to carry it into effect, and it shall be the
sole and final judge of such expediency. The determinations of the Committee
on the matters referred to in this Paragraph 2. 3 shall be final and
conclusive.

SECTION 3. Eligibility and Participation.

3.1 Eligible Employees. Options may be granted hereunder to
persons who, at the time of the grant thereof, are employees, including but not
limited to officers, directors, and executives, or who are non-employee
directors, or who are prospective Corporation or of employees of any of the
Subsidiaries (as used herein, Subsidiary means a company of which, at the
particular time or times during the particular period or periods in question,
the Corporation, directly or indirectly, owns stock possessing fifty percent
(50%) or more of the total combined voting power of all classes of stock) (such
persons are hereinafter referred to as "Eligible Individuals").

3.2 No Right to Option. The adoption of the Plan shall not be
deemed to give any person a right to be granted an option hereunder.

-2-
<PAGE> 3
SECTION 4. Grant of Options.

Subject to the express provisions hereof, the Committee shall
determine which Eligible Individuals shall be granted options hereunder from
time to time and the number of shares subject to such options and shall
authorize the granting of options in accordance with such determinations. Each
option granted hereunder shall be evidenced by an agreement (the "Agreement"),
executed by the Corporation and the Eligible Individual to whom the option is
granted (the "Holder" ), incorporating such terms as the Committee shall deem
necessary or desirable. More than one option may be granted hereunder to the
same person and be outstanding concurrently hereunder.

SECTION 5. Terms and Conditions of Options.

All options granted hereunder shall comply with, be deemed to include,
and shall be subject to the following terms and conditions:

5.1 Number of Share. Each Agreement shall state the number of
shares of Stock to which it relates.

5.2 Exercise Price. Each Agreement shall state the exercise price
per share of the shares of Stock to which it relates.

5.3 Medium, Time of Payment, and Method of Exercise. The exercise
price shall be payable upon the exercise of the consent in cash, by certified
or cashier's check, or, with the consent of the Committee, with shares of stock
of the Corporation owned by the Holder, including multiple series of exchanges
of Stock. With approval of the Committee, the Holder may elect to have Stock
withheld to satisfy any applicable withholding taxes. Exercise of an option
shall not be effective until the Corporation has received written notice of
exercise, specifying the number of whole shares to be purchased, accompanied by
payment in full of the aggregate option price of the number of shares
purchased. The Corporation shall not in any case be required to issue and sell
a fractional share. The method of exercise may be further conditioned as the
Committee deems appropriate.

5.4 Term, Time of Exercise, and Transferability of Options. In
addition to such other terms and conditions as may be included in a particular
Agreement granting an option, an option shall be exercisable during a Holder's
lifetime only by him or by his guardian or legal representative, and an option
shall not be transferable other than by will or the laws of descent and
distribution.

(a) Termination of Employment. In the event that a
Holder shall cease to be in the employ of the Corporation or the
Subsidiaries for any reason other than disability, death, or
retirement (and shall not thereupon become an employee of the
subsidiaries or the Corporation), the unexpired and unexercised
portion of the option granted to such Holder shall terminate on the
date that the Holder tenders his resignation notifies a representative

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<PAGE> 4
of the Corporation that he is terminating his employment or is
notified by a representative of the Company that his employment has
been terminated.

(b) Disability. In the event that a Holder shall cease
to be in the employ of the Corporation or a Subsidiary by reason of
disability, the unexercised portion of the option granted to such
Holder hereunder shall terminate on the date that is three (3) months
from the date such Holder's employment with the Corporation or
Subsidiary was terminated by reason of his disability, unless such
option expires by its terms on an earlier date. For this purpose, a
Holder shall be deemed disabled if he is unable to engage in any
gainful activity by reason of any medically determinable physical or
mental impairment which has lasted or can be expected to last for a
continuous period of not less than 12 months, or which can be expected
to result in death.

(c) Retirement. In the event that a Holder attains the
age of at- least 60 years and his employment terminates by reason of
his retirement, the unexercised portion of the option granted to such
Holder hereunder shall terminate on the date that is three (3) months
from the date such Holder's employment with the Corporation or a
Subsidiary was terminated by reason of his retirement, unless such
option expires by its terms on an earlier date.

(d) Death. In the event a Holder dies while in the
employ of the Corporation or a Subsidiary, any option granted him
hereunder shall be exercisable within the three (3) month period
commencing on the date following the date of his death, unless such
option expires sooner under its terms, or within the time permitted
for the exercise of the option forth in the immediately following
paragraph, whichever date first occurs, and then only (i) by the
person or persons (hereinafter sometimes referred to as "Successors"
) to whom the Holder's rights under the option shall pass by the
Holder's will or the laws of descent and distribution, and (ii) if and
to the extent that he was entitled to exercise the option on the date
of his death. Such option, to the extent not exercised within the
above period after the date of the Holder's death, shall, upon the
expiration of such period, terminate.

No Option granted hereunder shall be exercisable after the expiration of ten
(10) years from the date it is granted. The Committee shall have authority to
prescribe in any Agreement that the option evidenced thereby may be exercised
in full or in part as to any number of shares subject thereto at any time or
from time to time during the term of the option, or in such installments at
such times during said term as the Committee may prescribe. Except as provided
above and unless otherwise provided in any Agreement, an option may be
exercised at any time or from time to time during the term of the option as to
any or all full (but no fractional) shares which have become purchasable under
the option.

Within a reasonable time after such notice is received and all conditions
precedent to the effective exercise of the option are satisfied, the
Corporation shall issue and deliver a certificate representing the shares so
purchased. Nothing herein or in any option granted hereunder shall require the
Corporation to issue any shares upon exercise of any option if such issuance
would, in the opinion

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<PAGE> 5
of counsel for the Corporation, constitute a violation of the Securities Act of
1933, as amended, or any similar or superseding statute or statutes, or any
other applicable statute or regulation, as then in effect. At the time of any
exercise of an option, the Corporation may, as a condition precedent to the
exercise of such option, require from the Holder of the option (or in the event
of his death, his legal representatives, legatees or distributees) such written
representations, if any, concerning his intentions with regard to the retention
or disposition of the shares being acquired by exercise of such option and such
written covenants and agreements, if any, as to the manner of disposal of such
shares to ensure that any disposition by such Holder (or in the event of his
death, his legal representatives, legatees or distributees), will not involve a
violation of the Securities Act of 1933, as amended, or any similar or
superseding statute or statutes, or any other applicable state or federal
statute or regulation, as then in effect. Certificates for shares of Stock,
when issued, may have the following legend, or statements of other applicable
restrictions, endorsed thereon, and may not be immediately transferable:

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED
OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

5.5 Adjustments Upon Changes in Capitalization. Notwithstanding
any other provision hereof, in the event of any change in the number of
outstanding shares of Stock effected without receipt of consideration therefor
by the Corporation, by reason of a stock dividend, or split, combination,
exchange of shares or other recapitalization, merger in which the Corporation
is the surviving corporation, or otherwise, the aggregate number and class of
the reserved shares, the number and class of shares subject to each outstanding
option and the option price of each outstanding option shall be automatically
adjusted to accurately and equitably reflect the effect thereon of such change.
In the event of a dispute concerning such adjustment, the decision of the
Committee shall be conclusive. The number of reserved shares or the number of
shares subject to any outstanding option shall be automatically reduced by any
fraction included therein which results from any adjustment made pursuant to
this Paragraph 5. 5. A dissolution or liquidation of the Corporation, a merger
or consolidation in which the Corporation is not the surviving corporation, or
a transaction in which another person or entity becomes the owner of 50% or
more of the total combined voting power of all classes of stock of the
Corporation shall cause every option then outstanding to terminate, but the
Holder of each such then outstanding option shall, in any event, have the
right, immediately prior to such dissolution, liquidation, merger,
consolidation, or transaction, to exercise, in whole or in part, such option to
the extent not theretofore exercised, without regard to the determination as to
periods and installments of exercisability if (and only if) such option has not
at that time expired or been terminated or cancelled.

5.6 Rights as a Shareholder. A Holder shall have no right as a
shareholder with respect to any shares covered by his option until a
certificate representing such shares is issued to him. No adjustment shall be
made for dividends (ordinary or extraordinary, whether in cash or other
property)

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<PAGE> 6
or distributions or other rights for which the record date is prior to the date
such certificate is issued, except as provided in Paragraph 5.7 hereof.

5.7 Modification, Extension and Renewal of Options. Subject to
the terms and conditions of and within the limitations of the Plan, the
Committee may modify, extend or renew outstanding options granted under the
Plan, or accept the surrender of options outstanding hereunder (to the extent
not theretofore exercised) and authorize the granting of new options hereunder
in substitution therefor (to the extent not theretofore exercised).
Notwithstanding the foregoing, however, no modification of an option granted
hereunder (except as provided in Paragraph 5. 8) shall, without the consent of
the Holder, alter or impair any rights or obligations under any option
theretofore granted hereunder to such Holder under the Plan.

5.8 Modification of Options if Class C Stock Has Been Converted.
If, pursuant to its Certificate of Incorporation, the Corporation has at any
time converted all of the issued and outstanding Class C Common Stock to Class
A Common Stock, $.01 par value, each unexpired option for Class C Common Stock
granted under this Plan shall automatically be converted into an option for an
equivalent number of shares of Class A Common Stock.

5.9 Furnish Information. Each Holder shall furnish to the
Corporation all information requested by the Corporation to enable it to comply
with any reporting or other requirement imposed upon the Corporation by or
under any applicable statute or regulation.

5.10 Obligation to Exercise; Termination of Employment. The
granting of an option hereunder shall impose no obligation upon the Holder to
exercise the same or any part thereof. In the event of a Holder's termination
of employment with the Corporation and its subsidiaries, the unexercised
portion of an option granted hereunder shall terminate in accordance with
Paragraph 5.4 hereof.

5.11 Other Provisions. The Agreements authorized under the Plan
shall contain such other provisions (including, without limitation,
restrictions or the removal of restrictions upon the exercise of the option and
the transfer of shares thereby acquired) as the Committee shall deem advisable.

SECTION 6. General.

6.1 Allocation of Funds. The proceeds received by the Corporation
from the sale of shares pursuant to options shall be used for general corporate
purposes.

6.2 Right of the Corporation and Subsidiaries to Terminate
Employment. Nothing contained in the Plan, or in any Agreement, shall confer
upon any Holder the right to continue in the employ of the Corporation or any
Subsidiary, or interfere in any way with the rights of the Corporation or any
Subsidiary to terminate the Employment of such Holder at any time.

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<PAGE> 7
6.3 No Liability for Good Faith Determinations. Neither the
members of the Board of Directors nor any member of the Committee shall be
liable for any act, omission, or determination taken or made in good faith with
respect to the Plan or any option granted under it.

6.4 Information Confidential. As partial consideration for the
granting of each option hereunder, the Holder shall agree with the Corporation
that he will keep confidential all information and knowledge which he has
relating to the manner and amount of his participation in the Plan; provided,
however, that such information may -be given in confidence to the Holder's
spouse or to a financial institution to the extent that such information is
necessary in order to secure a loan. In the event any breach of this promise
comes to the attention of the Committee, the Committee shall take into
consideration such breach, in determining whether to recommend the grant of any
future option or options to such Holder, as a factor militating against the
advisability of granting any such future option or options to such employee.

6.5 Other Benefits. Participation in the Plan shall not preclude
the Holder from eligibility in any other stock option plan of the Corporation
or any Subsidiary or any old age benefit, insurance, pension, profit sharing,
retirement, bonus, or other extra compensation plans that the Corporation or
any Subsidiary has adopted, or may, at any time, adopt for the benefit of its
employees.

6.6 Execution of Receipts and Releases. Any payment or any
issuance or transfer of shares of Stock to the Holder, or to his legal
representative, heir, legatee, or distributes, in accordance with the
provisions hereof, shall, to the extent thereof, be in full satisfaction of all
claims of such persons hereunder. The Committee may require any Holder, legal
representative, heir, legatee, or distributee, as a condition precedent to such
payment, to execute a release and receipt therefor in such form as it shall
determine.

6.7 No Guarantee of Interests. Neither the Committee nor the
Corporation guarantees the Stock of the Corporation from loss or depreciation.

6.8 Payment of Expenses. All expenses incident to the
administration, termination, or protection of the Plan, including, but not
limited to, legal and accounting fees, shall be paid by the Corporation or the
Subsidiaries.

6.9 Corporation Records. Records of the Corporation or the
Subsidiaries regarding the Holder's period of employment, termination of
employment and the reason therefor, leaves of absence, re-employment, and other
matters shall be conclusive for all purposes hereunder, unless determined by
the Committee to be incorrect.

6.10 Information. The Corporation and the Subsidiaries shall, upon
request or as may be specifically required hereunder, furnish or cause to be
furnished, all of the information or documentation which is necessary or
required by the Committee to perform its duties and functions under the Plan.

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<PAGE> 8
6.11 No Liability of Corporation. The Corporation assumes no
obligation or responsibility to the Holder or his personal representatives,
heirs, legatees, or distributees for any act of, or failure to act on the part
of, the Committee.

6.12 Corporation Action. Any action required of the Corporation
shall be by resolution of its Board or by a person authorized to act by Board
resolution.

6.13 Severability. In the event any provision of this Plan shall
be field to be illegal or invalid for any reason, the illegality or invalidity
shall not affect the remaining provisions hereof, but shall be fully severable
and the Plan shall be construed and enforced as if the illegal or invalid
provision had never been included herein.

6.14 Whenever any notice is required or permitted hereunder, such
notice must be in writing and personally delivered or sent by mail. Any notice
required or permitted to be delivered hereunder shall be deemed to be delivered
on the date which it is personally delivered, or, whether actually received or
not, on the third business day after it is deposited in the United States mail,
certified or registered, postage prepaid, addressed to the person who is to
receive it at the address that such person has theretofore specified by written
notice delivered in accordance herewith. The Corporation or a Holder may
change, at any time and from time to time, by written notice to the other, the
address that it or he had theretofore specified for receiving notices. Until
changed in accordance herewith, the Corporation and each Holder shall specify
as its and his address for receiving notices the address set forth in the
option agreement pertaining to the shares to which such notice relates.

6.15 Waiver of Notice. Any person entitled to notice hereunder may
waive such notice.

6.16 Binding Effect. The Plan shall be binding upon the Holder,
his heirs, legatees, and legal representatives, upon the Corporation, its
successors and assigns, and upon the Committee and its successors.

6.17 Amendment, Suspension, or Discontinuance. The Board of
Directors or shareholders of the Corporation may amend, suspend, or discontinue
the Plan at any time, but the shareholders must approve any amendment which
increases the aggregate number of Shares which may be issued under the Plan
(other than an increase made pursuant to paragraph 5.5 hereof) or which amends
paragraph 3 hereof.

6.18 Headings. The titles and headings of Sections and Paragraphs
are included for convenience of reference only and are not to be considered in
construction of the provisions hereof.

6.19 Governing Law. All questions arising with respect to the
provisions of the Plan shall be determined by application of the laws of the
State of Texas, without regard to conflicts of law rules, except to the extent
Texas law is preempted by federal statute. The obligation of the Corporation
to sell and deliver stock hereunder is subject to applicable laws and to the
approval of

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<PAGE> 9
any governmental authority required in connection with the authorization,
issuance, sale or delivery of such stock.

6.20 Word Usage. Words used in the masculine shall apply to the
feminine where applicable, and wherever the context of this Plan dictates, the
plural shall be read as the singular and the singular as the plural.

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<PAGE> 10

FIRST AMENDMENT TO THE IVY HOLDING CORPORATION 1988 STOCK OPTION PLAN

This First Amendment to the Ivy Holding Corporation 1988 Stock
Option Plan (the "First Amendment") is made as of the 13th day of December,
1996, by Merchants Metals Holding Company, a Delaware corporation, formerly
known as Ivy Holding Company (the "Corporation").

WHEREAS, the Corporation adopted that certain Ivy Holding
Corporation 1988 Stock Option Plan (the "Plan") dated as of December 12, 1988;
and

WHEREAS, on December 13, 1996, the Corporation effected a
recapitalization (the "Recapitalization") of the Corporation whereby, among
other things, (i) MMHC Merger Company, a newly formed Delaware corporation, was
merged with and into the Corporation, (ii) the old common stock (including the
old Class C Common Stock, $.01 par value per share) and old preferred stock of
the Corporation were exchanged for cash and (iii) new common stock and new
preferred stock (including Class A Common Stock, par value $.01 per share, and
Series A Junior Preferred Stock, par value $.01 per share) were issued to
certain subscribers therefor such that the amount of outstanding preferred
stock and overall equity of the Corporation was substantially increased; and

WHEREAS, pursuant to the Recapitalization, the Corporation
desires to amend certain provisions of the Plan as provided herein; and

WHEREAS, pursuant to the provisions of Section 228(a) of the
General Corporation Law of the State of Delaware, the holders of outstanding
stock of the Corporation having not less than the minimum number of votes that
would be necessary to authorize or take action at a meeting at which all shares
entitled to vote thereon were present and voted have executed a written consent
approving the following amendments of the Plan;

NOW THEREFORE, pursuant to Paragraph 6.17 of the Plan, the
Board of Directors of the Corporation hereby amends the Plan as follows:

1. Amendment of Certain Provisions Only. This
First Amendment shall amend only those provisions of the Plan set
forth herein, and those Sections and Paragraphs not expressly amended
hereby shall remain in full force and effect.

2. Amendment of the Title of the Plan. The
title of the Plan is hereby amended in its entirety to read as
follows:
<PAGE> 11
Merchants Metals Holding Company 1988 Stock Option
Plan.

3. Amendment of the Preamble of the Plan. The
text of the Preamble to the Plan is amended such that the first
sentence of the Preamble reads as follows:

"This Merchants Metals Holding Corporation 1988 Stock
Option Plan (the "Plan") provides for the granting of
nonqualified stock options to Eligible Individuals (as
hereinafter defined) of Merchants Metals Holding Corporation,
a Delaware corporation (the "Corporation"), or of its
subsidiary corporations, as that term is defined in Paragraph
3.1 hereof (the "Subsidiaries")."

4. Amendment of Provisions Regarding Description
of Stock and Maximum Shares Allocated. The text of Paragraph 1.1 of
the Plan is hereby amended in its entirety to read as follows:

"1.1 Description of Stock and Maximum Shares
Allocated. Subject to the adjustments provided for in
Paragraphs 5.5 and 5.7 hereof, the shares of stock which
options granted hereunder give the holder thereof the right to
purchase are shares of the Corporation's authorized Class A
Common Stock, $.01 par value per share (the "Class A Common
Stock" and, together with any other securities with respect to
which options granted hereunder may become exercisable,
hereinafter referred to as the "Stock"), and may be unissued
or reacquired shares, as the Board of Directors of the
Corporation (the "Board of Directors") may, in its sole and
absolute discretion, from time to time determine. Subject to
the adjustments provided for in Paragraph 5.5 hereof, the
aggregate number of shares of Stock to be issued pursuant to
the exercise of all options granted hereunder shall not exceed
thirty thousand (30,000) shares (the "Maximum Share
Allocation") of Class A Common Stock. Notwithstanding the
foregoing, options to purchase shares of Series A Preferred
Stock which are outstanding as of the effective date of the
First Amendment to the Plan (the "First Amendment Date"), and
shares of Series A Preferred Stock issuable upon the exercise
thereof, shall not be calculated as a part of or subject to
the Maximum Share Allocation contained herein."

5. Amendment of Provisions Regarding Rights as a
Shareholder. The text of Paragraph 5.6 of the Plan is hereby amended
such that the following text is inserted at the end of Paragraph 5.6:

"Notwithstanding the foregoing, adjustments (the
"Series A Preferred Stock Option Adjustments") shall be made
to options to purchase shares of Series A Preferred Stock
which are outstanding as of the First Amendment Date, such
Series A Preferred Stock Option Adjustments to be made in
accordance with that certain Unanimous Written Consent of the
Board of Directors of the Corporation dated December 11,
1996."
<PAGE> 12
6. Deletion of Provisions Regarding Modification
of Options if Class C Common Stock Has Been Converted. The heading
and text of Paragraph 5.8 of the Plan shall be deleted in their
entirety and replaced by the words "Intentionally Omitted."

7. Effective Date. The provisions of this First
Amendment shall be effective as of December 13, 1996.

IN WITNESS WHEREOF, the undersigned directors of the
Corporation have executed this First Amendment as of the date first above
written.

/s/ THOMAS MCWILLIAMS
----------------------------------------
Thomas McWilliams

/s/ RONALD G. VENABLE
----------------------------------------
Ronald G. Venable

/s/ JULIUS S. BURNS
----------------------------------------
Julius S. Burns

<PAGE> 1
EXHIBIT 10.8

ADOPTION AGREEMENT #001
NONSTANDARDIZED CODE Section 401(k) PROFIT SHARING PLAN

The undersigned, MMI Products, Inc. ("Employer"), by executing this Adoption
Agreement, elects to become a participating Employer in the Advanced Retirement
Plans of America Incorporated Defined Contribution Prototype Plan (basic plan
document #01) by adopting the accompanying Plan and Trust in full as if the
Employer were a signatory to that Agreement. The Employer makes the following
elections granted under the provisions of the Prototype Plan.

ARTICLE I
DEFINITIONS

1.02 TRUSTEE. The Trustee executing this Adoption Agreement is:
(Choose (a) or (b))

[X] (a) A discretionary Trustee. See Section 10.03[A] of the Plan.

[ ] (b) A nondiscretionary Trustee. See Section 10.03[B] of the Plan.
[Note: The Employer may not elect Option (b) if a Custodian executes
the Adoption Agreement.]

1.03 PLAN. The name of the Plan as adopted by the Employer is MMI
Products, Inc. 401(k) Savings Plan.

1.07 EMPLOYEE. The following Employees are not eligible to
participate in the Plan: (Choose (a) or at least one of (b) through (g))

[ ] (a) No exclusions.

[X] (b) Collective bargaining employees (as defined in Section 1.07 of
the Plan). (Note: If the Employer excludes union employees from the
Plan, the Employer must be able to provide evidence that retirement
benefits were the subject of good faith bargaining.]

[X] (c) Nonresident aliens who do not receive any earned income (as
defined in Code Section 911(d)(2)) from the Employer which constitutes
United States source income (as defined in Code Section 861(a)(3)).

[ ] (d) Commission Salesmen.

[ ] (e) Any Employee compensated on a salaried basis.

[ ] (f) Any Employee compensated on an hourly basis.

[ ] (g) (Specify) _____.
<PAGE> 2
Leased Employees. Any Leased Employee treated as an Employee under Section
1.31 of the Plan, is: (Choose (h) or (i))

[X] (h) Not eligible to participate in the Plan.

[ ] (i) Eligible to participate in the Plan, unless excluded by reason of
an exclusion classification elected under this Adoption Agreement
Section 1.07.

Related Employers. If any member of the Employer's related group (as defined
in Section 1.30 of the Plan) executes a Participation Agreement to this
Adoption Agreement, such member's Employees are eligible to participate in this
Plan, unless excluded by reason of an exclusion classification elected under
this Adoption Agreement Section 1.07. In addition: (Choose (j) or (k))

[X] (j) No other related group member's Employees are eligible to
participate in the Plan.

[ ] (k) The following nonparticipating related group member's Employees
are eligible to participate in the Plan unless excluded by reason of
an exclusion classification elected under this Adoption Agreement
Section 1.07: _____.

1.12 COMPENSATION.

Treatment of elective contributions. (Choose (a) or (b))

[X] (a) "Compensation" includes elective contributions made by the
Employer on the Employee's behalf.

[ ] (b) "Compensation" does not include elective contributions.

Modifications to Compensation definition. (Choose (c) or at least one of (d)
through (j))

[X] (c) No modifications other than as elected under Options (a) or (b).

[ ] (d) The Plan excludes Compensation in excess of $_.

[ ] (e) In lieu of the definition in Section 1.12 of the Plan,
Compensation means any earnings reportable as W-2 wages for Federal
income tax withholding purposes, subject to any other election under
this Adoption Agreement Section 1.12.

[ ] (f) The Plan excludes bonuses.

[ ] (g) The Plan excludes overtime.

[ ] (h) The Plan excludes Commissions.

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<PAGE> 3
[ ] (i) Compensation will not include Compensation from a related
employer (as defined in Section 1.30 of the Plan) that has not
executed a Participation Agreement in this Plan unless, pursuant to
Adoption Agreement Section 1.07, the Employees of that related
employer are eligible to participate in this Plan.

[ ] (j) (Specify) _____.

Special definition for matching contributions. "Compensation" for purposes of
any matching contribution formula under Article III means: (Choose (k) or (l)
only if applicable)

[X] (k) Compensation as defined in this Adoption Agreement Section 1.12.

[ ] (l) (Specify) _____.

Special definition for salary reduction contributions. An Employee's salary
reduction agreement applies to Compensation determined prior to the reduction
authorized by that salary reduction agreement, with the following exceptions
(Choose (m) or at least one of (n) or (o), if applicable)

[X] (m) No exceptions.

[ ] (n) If the Employee makes elective contributions to another plan
maintained by the Employer, the Advisory Committee will determine the
amount of the Employee's salary reduction contribution for the
withholding period: (Choose (1) or (2))

[ ] (1) After the reduction for such period of elective
contributions to the other plan(s).

[ ] (2) Prior to the reduction for such period of elective
contributions to the other plan(s).

[ ] (o) (Specify) _____.

1.17 PLAN YEAR/LIMITATION YEAR.

Plan Year. Plan Year means: (Choose (a) or (b))

[X] (a) The 12 consecutive month period ending every December 31.

[ ] (b) (Specify) _____.

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<PAGE> 4
Limitation Year. The Limitation Year is: (Choose (c) or (d))

[X] (c) The Plan Year.

[ ] (d) The 12 consecutive month period ending every _____.

1.18 EFFECTIVE DATE.

New Plan. The "Effective Date" of the Plan is _____.

Restated Plan. The restated Effective Date is January 1, 1988 with respect to
the former Merchants Metals, Inc. Capital Accumulation Plan and January 1, 1989
with respect to the former Ivy Steel Products Corporation 401(k) Savings Plan.
This Plan is a substitution and amendment of an existing retirement plan(s)
originally established December 1, 1985 with respect to the former Merchants
Metals, Inc Capital Accumulation Plan, and January 1, 1989 with respect to the
Ivy Steel Products Corporation 401(k) Savings Plan. [Note: See the Effective
Date Addendum]

1.27 HOUR OF SERVICE. The crediting method for Hours of Service
is: (Choose (a) or (b))

[ ] (a) The actual method.

[X] (b) The semi-monthly payroll periods equivalency method, except:

[ ] (1) No exceptions.

[X] (2) The actual method applies for purposes of. (Choose at
least one) [X] (i) Participation under Article II. [ ]
(ii) Vesting under Article V. [ ] (iii) Accrual of
benefits under Section 3.06.

[Note: On the blank line, insert "daily," "weekly," "semi-monthly payroll
periods" or "monthly."]

1.29 SERVICE FOR PREDECESSOR EMPLOYER. In addition to the
predecessor service the Plan must credit by reason of Section 1.29 of the Plan,
the Plan credits Service with the following predecessor employer(s): Ivy Steel
Products Corporation (and its predecessor) and Merchants Metals, Inc.. Service
with the designated predecessor employer(s) applies: (Choose at least one of
(a) or (b); (c) is available only in addition to (a) or (b))

[X] (a) For purposes of participation under Article II.

[X] (b) For purposes of vesting under Article V.

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<PAGE> 5
[ ] (c) Except the following Service: _____.

1.31 LEASED EMPLOYEES. If a Leased Employee is a Participant in
the Plan and also participates in a plan maintained by the leasing
organization: (Choose (a) or (b))

[X] (a) The Advisory Committee will determine the Leased Employee's
allocation of Employer contributions under Article III without taking
into account the Leased Employee's allocation, if any, under the
leasing organization's plan.

[ ] (b) The Advisory Committee will reduce a Leased Employee's allocation
of Employer nonelective contributions (other than designated qualified
nonelective contributions) under this Plan by the Leased Employee's
allocation under the leasing organization's plan, but only to the
extent that allocation is attributable to the Leased Employee's
service provided to the Employer. The leasing organization's plan:

[ ] (1) Must be a money purchase plan which would satisfy the
definition under Section 1.31 of a safe harbor plan,
irrespective of whether the safe harbor exception applies.

[ ] (2) Must satisfy the features and, if a defined benefit plan,
the method of reduction described in an addendum to this
Adoption Agreement, numbered 1.31.

ARTICLE II
EMPLOYEE PARTICIPANTS

2.01 ELIGIBILITY.

Eligibility conditions. To become a Participant in the Plan, an Employee must
satisfy the following eligibility conditions: (Choose (a) or (b) or both; (c)
is optional as an additional election)

[X] (a) Attainment of age 21 (specify age, not exceeding 21).

[X] (b) Service requirement. (Choose one of (1) through (3)).

[X] (1) One Year of Service.

[ ] (2) _____ months (not exceeding 12) following the Employee's
Employment Commencement Date.

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<PAGE> 6
[ ] (3) One Hour of Service.

[ ] (c) Special requirements for non-401(k) portion of plan. (Make
elections under (1) and under (2))

(1) The requirements of this Option (c) apply to
participation in: (Choose at least one of (i) through (iii))

[ ] (i) The allocation of Employer nonelective
contributions and Participant forfeitures.

[ ] (ii) The allocation of Employer matching
contributions (including forfeitures allocated as
matching contributions).

[ ] (iii) The allocation of Employer qualified
nonelective contributions.

(2) For participation in the allocations described in (1),
the eligibility conditions are: (Choose at least one of (i)
through (iv))

[ ] (i) _____ (one or two) Year(s) of Service, without
an intervening Break in Service (as described in
Section 2.03(A) of the Plan) if the requirement is
two Years of Service.

[ ] (ii) _____ months (not exceeding 24) following the
Employee's Employment Commencement Date.

[ ] (iii) One Hour of Service.

[ ] (iv) Attainment of age _____ (Specify age, not
exceeding 21).

Plan Entry Date. "Plan Entry Date" means the Effective Date and: (Choose (d),
(e) or (f))

[X] (d) Semi-annual Entry Dates. The first day of the Plan Year and the
first day of the seventh month of the Plan Year.

[ ] (e) The first day of the Plan Year.

[ ] (f) (Specify entry dates) _____.

Time of Participation. An Employee will become a Participant (and, if
applicable, will participate in the allocations described in Option (c)(1)),
unless excluded under Adoption Agreement Section 1.07, on the Plan Entry Date
(if employed on that date): (Choose (g), (h) or (i))

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<PAGE> 7
[X] (g) immediately following

[ ] (h) immediately preceding

[ ] (i) nearest

the date the Employee completes the eligibility conditions described in Options
(a) and (b) (or in Option (c)(2) if applicable) of this Adoption Agreement
Section 2.01. [Note: The Employer must coordinate the selection of (g), (h) or
(i) with the "Plan Entry Date" selection in (d), (e) or (f). Unless otherwise
excluded under Section 1.07, the Employee must become a Participant by the
earlier of: (1) the first day of the Plan Year beginning after the date the
Employee completes the age and service requirements of Code Section 410(a): or
(2) 6 months after the date the Employee completes those requirements.]

Dual eligibility. The eligibility conditions of this Section 2.01 apply to:
(Choose (j) or (k))

[X] (j) All Employees of the Employer, except: (Choose (1) or (2))

[X] (1) No exceptions.

[ ] (2) Employees who are Participants in the Plan as of the
Effective Date.

[ ] (k) Solely to an Employee employed by the Employer after _____. If
the Employee was employed by the Employer on or before the specified
date, the Employee will become a Participant: (Choose (1), (2) or (3))

[ ] (1) On the latest of the Effective Date, his Employment
Commencement Date or the date he attains age _____ (not to
exceed 21).

[ ] (2) Under the eligibility conditions in effect under the Plan
prior to the restated Effective Date. If the restated Plan
required more than one Year of Service to participate, the
eligibility condition under this Option (2) for participation
in the Code Section 401(k) arrangement under this Plan is one
Year of Service for Plan Years beginning after December 31,
1988. [For restated plans only]

[ ] (3) (Specify) _____.

2.02 YEAR OF SERVICE - PARTICIPATION.

Hours of Service. An Employee must complete: (Choose (a) or (b))

[X] (a) 1,000 Hours of Service

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<PAGE> 8
[ ] (b) _____ Hours of Service

during an eligibility computation period to receive credit for a Year of
Service. [Note: The Hours of Service requirement may not exceed 1,000.]

Eligibility computation period. After the initial eligibility computation
period described in Section 2.02 of the Plan, the Plan measures the eligibility
computation period as: (Choose (c) or (d))

[X] (c) The 12 consecutive month period beginning with each anniversary
of an Employee's Employment Commencement Date.

[ ] (d) The Plan Year, beginning with the Plan Year which includes the
first anniversary of the Employee's Employment Commencement Date.

2.03 BREAK IN SERVICE - PARTICIPATION. The Break in Service rule
described in Section 2.03(B) of the Plan: (Choose (a) or (b))

[X] (a) Does not apply to the Employer's Plan.

[ ] (b) Applies to the Employer's Plan.

2.06 ELECTION NOT TO PARTICIPATE. The Plan: (Choose (a) or (b))

[X] (a) Does not permit an eligible Employee or a Participant to elect
not to participate.

[ ] (b) Does permit an eligible Employee or a Participant to elect not to
participate in accordance with Section 2.06 and with the following
rules: (Complete (1), (2), (3) and (4))

(1) An election is effective for a Plan Year if Filed no
later than _____.

(2) An election not to participate must be effective for at
least _____ Plan Year(s).

(3) Following a re-election to participate, the Employee or
Participant:

[ ] (i) May not again elect not to participate for any
subsequent Plan Year.

[ ] (ii) May again elect not to participate, but not
earlier than the _____ Plan Year following the Plan
Year in which the re-election first was effective.

(4) (Specify) _____ [Insert "N/A" if no other rules apply].

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<PAGE> 9
ARTICLE III
EMPLOYER CONTRIBUTIONS AND FORFEITURES

3.01 AMOUNT.

Part I. [Options (a) through (g)] Amount of Employer's contribution. The
Employer's annual contribution to the Trust will equal the total amount of
deferral contributions, matching contributions, qualified nonelective
contributions and nonelective contributions, as determined under this Section
3.01. (Choose any combination (a), (b), (c) and (d), or choose (e))

[X] (a) Deferral contributions (Code Section 401(k) arrangement). (Choose
(1) or (2) or both)

[X] (1) Salary reduction arrangement. The Employer must
contribute the amount by which the Participants have reduced
their Compensation for the Plan Year, pursuant to their salary
reduction agreements on file with the Advisory Committee. A
reference in the Plan to salary reduction contributions is a
reference to these amounts.

[ ] (2) Cash or deferred arrangement. The Employer will
contribute on behalf of each Participant the portion of the
Participant's proportionate share of the cash or deferred
contribution which has not elected to receive in cash. See
Section 14.02 of the Plan. The Employer's cash or deferred
contribution is the amount the Employer may from time to time
deem advisable which the Employer designates as a cash or
deferred contribution prior to making that contribution to the
Trust.

[X] (b) Matching contributions. The Employer will make matching
contributions in accordance with the formula(s) elected in Part II of
this Adoption Agreement Section 3.01.

[ ] (c) Designated qualified nonelective contributions. The Employer, in
its sole discretion, may contribute an amount which it designates as a
qualified nonelective contribution.

[ ] (d) Nonelective contributions. (Choose any combination of (1) through
(4))

[ ] (1) Discretionary contribution. The amount (or additional
amount) the Employer may from time to time deem advisable.

[ ] (2) The amount (or additional amount) the Employer may from
time to time deem advisable, separately determined for each or
the following classifications of Participants: (Choose (i) or
(ii))

[ ] (i) Nonhighly Compensated Employees and Highly
Compensated Employees.

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<PAGE> 10
[ ] (ii) (Specify classifications) _____.

Under this Option (2), the Advisory Committee will allocate
the amount contributed for each Participant classification in
accordance with Part II of Adoption Agreement Section 3.04, as
if Participants in that classification were the only
Participants in the Plan.

[ ] (3) _____% of the Compensation of all Participants under the
Plan, determined for the Employer's taxable year for which it
makes the contribution. [Note: The percentage selected may not
exceed 15%.]

[ ] (4) _____% of Net Profits but not more than $_.

[ ] (e) Frozen Plan. This Plan is a frozen Plan effective _____. The
Employer will not contribute to the Plan with respect to any period
following the stated date.

Net Profits. The Employer: (Choose (f) or (g))

[X] (f) Need not have Net Profits to make its annual contribution under
this Plan.

[ ] (g) Must have current or accumulated Net Profits exceeding $_ to make
the following contributions: (Choose at least one)

[ ] (1) Cash or deferred contributions described in Option
(a)(2).

[ ] (2) Matching contributions described in Option (b), except:
_____.

[ ] (3) Qualified nonelective contributions described in Option
(c).

[ ] (4) Nonelective contributions described in Option (d).

The term "Net Profits" means the Employer's net income or profits for any
taxable year determined by the Employer upon the basis of its books of account
in accordance with generally accepted accounting practices consistently applied
without any deductions for Federal and state taxes upon income or for
contributions made by the Employer under this Plan or under any other employee
benefit plan the Employer maintains. The term "Net Profits" specifically
excludes _____. [Note: Enter "N/A" if no exclusions apply.]

If the Employer requires Net Profits for matching contributions and the
Employer does not have sufficient Net Profits under Option (g), it will reduce
the matching contribution under a fixed formula on a prorata basis for all
Participants. A Participant's share of the reduced contribution will bear the
same ratio as the matching contribution the Participant would have received if
Net Profits were sufficient bears to the total matching contribution all
Participants would have received if Net

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<PAGE> 11
Profits were sufficient. If more than one member of a related group (as
defined in Section 1.30) execute this Adoption Agreement, each participating
member will determine Net Profits separately but will not apply this reduction
unless, after combining the separately determined Net Profits, the aggregate
Net Profits are insufficient to satisfy the matching contribution liability.
"Net Profits" includes both current and accumulated Net Profits.

Part II. [Options (h) through (j)] Matching contribution formula. [Note: If the
Employer elected Option (b), complete Options (h), (i) and (j).]

[X] (h) Amount of matching contributions. For each Plan Year, the
Employer's matching contribution is: (Choose any combination of (1),
(2), (3), (4) and (5))

[X] (1) An amount equal to 25% of each Participant's eligible
contributions for the Plan Year.

[ ] (2) An amount equal to _____% of each Participant's first
tier of eligible contributions for the Plan Year, plus the
following matching percentage(s) for the following subsequent
tiers of eligible contributions for the Plan _____.

[X] (3) Discretionary formula.

[X] (i) An amount (or additional amount) equal to a
matching percentage the Employer from time to time
may deem advisable of the Participant's eligible
contributions for the Plan Year.

[ ] (ii) An amount (or additional amount) equal to a
matching percentage the Employer from time to time
may deem advisable of each tier of the Participant's
eligible contributions for the Plan Year.

[ ] (4) An amount equal to the following percentage of each
Participant's eligible contributions the Plan Year, based on
the Participant's Years of Service:

<TABLE>
<CAPTION>
Number of Years of Service Matching Percentage
-------------------------- -------------------
<S> <C> <C>
- -
- -
- -
</TABLE>

The Advisory Committee will apply this formula by determining
Years of Service as follows: _____.

[ ] (5) A Participant's matching contributions may not: (Choose
(i) or (ii))

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<PAGE> 12
[ ] (i) Exceed _____.

[ ] (ii) Be less than _____.

Related Employers. If two or more related employers (as defined in
Section 1.30) contribute to this Plan, the related employers may elect
different matching contribution formulas by attaching to the Adoption
Agreement a separately completed copy of this Part II. Note: Separate
matching contribution formulas create separate current benefit
structures that must satisfy the minimum participation test of Code
Section 401(a)(26).

[X] (i) Definition of eligible contributions. Subject to the
requirements of Option (j), the term "eligible contributions" means:
(Choose any combination of (1) through (3))

[X] (1) Salary reduction contributions.

[ ] (2) Cash or deferred contributions (including any part of the
Participant's proportionate share of the cash or deferred
contribution which the Employer defers without the
Participant's election).

[ ] (3) Participant mandatory contributions, as designated in
Adoption Agreement Section 4.01. See Section 14.04 of the
Plan.

[X] (j) Amount of eligible contributions taken into account. When
determining a Participant's eligible contributions taken into account
under the matching contributions formula(s), the following rules
apply: (Choose any combination of (1) through (4))

[ ] (1) The Advisory Committee will take into account all
eligible contributions credited for the Plan Year.

[X] (2) The Advisory Committee will disregard eligible
contributions exceeding 2% of Compensation for regular 25%
match, and 10% of Compensation for discretionary match.

[ ] (3) The Advisory Committee will treat as the first tier of
eligible contributions, an amount not exceeding: _____.

The subsequent tiers of eligible contributions are: _____.

[ ] (4) (Specify) _____.

Part III. [Options (k) and (l)]. Special rules for Code Section 401(k)
Arrangement. (Choose (k) or (l), or both, as applicable)

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<PAGE> 13
[X] (k) Salary Reduction Agreements. The following rules and
restrictions apply to an Employee's salary reduction agreement: (Make a
selection under (1), (2), (3) and (4))

(1) Limitation on amount. The Employee's salary reduction
contributions: (Choose (i) or at least one of (ii) or (iii))

[X] (i) No maximum limitation other than as provided in
the Plan.

[ ] (ii) May not exceed _____% of Compensation for the
Plan Year, subject to the annual additions limitation
described in Part 2 of Article III and the 402(g)
limitation described in Section 14.07 of the Plan.

[ ] (iii) Based on percentages of Compensation must
equal at least _____.

(2) An Employee may revoke, on a prospective basis, a salary
reduction agreement: (Choose (i), (ii), (iii) or (iv))

[ ] (i) Once during any Plan Year but not later than
_____ of the Plan Year.

[ ] (ii) As of any Plan Entry Date.

[ ] (iii) As of the first day of any month.

[X] (iv) (Specify, but must be at least once per Plan
Year) As of the first day of any subsequent pay
period.

(3) An Employee who revokes his salary reduction agreement
may file a new salary reduction agreement with an effective
date: (Choose (i), (ii), (iii) or (iv))

[ ] (i) No earlier than the first day of the next Plan
Year.

[ ] (ii) As of any subsequent Plan Entry Date.

[ ] (iii) As of the first day of any month subsequent to
the month in which he revoked an Agreement.

[X] (iv) (Specify, but must be at least once per Plan
Year following the Plan Year of revocation) As of the
first day of any subsequent pay period.

(4) A Participant may increase or may decrease, on a
prospective basis, his salary reduction percentage or dollar
amount: (Choose (i), (ii), (iii) or (iv))

[ ] (i) As of the beginning of each payroll period.

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<PAGE> 14
[ ] (ii) As of the first day of each month.

[ ] (iii) As of any Plan Entry Date.

[X] (iv) (Specify, but must permit an increase or a
decrease at least once per Plan Year) As of the first
day of any subsequent pay period.

[ ] (l) Cash or deferred contributions. For each Plan Year for which the
Employer makes a designated cash or deferred contribution, a
Participant may elect to receive directly in cash not more than the
following portion (or, if less, the 402(g) limitation described in
Section 14.07 of the Plan) of his proportionate share of that cash or
deferred contribution: (Choose (1) or (2))

[ ] (1) All or any portion.

[ ] (2) ___%.

3.04 CONTRIBUTION ALLOCATION. The Advisory Committee will
allocate deferral contributions, matching contributions, qualified nonelective
contributions and nonelective contributions in accordance with Section 14.06
and the elections under this Adoption Agreement Section 3.04.

Part 1. [(Options (a) through (d)]. Special Accounting Elections. (Choose
whichever elections are applicable to the Employer's Plan)

[X] (a) Matching Contributions Account. The Advisory Committee will
allocate matching contributions to a Participant's: (Choose (1) or
(2); (3) is available only in addition to (1))

[X] (1) Regular Matching Contributions Account.

[ ] (2) Qualified Matching Contributions Account.

[ ] (3) Except, matching contributions under Option(s) _ of
Adoption Agreement Section 3.01 are allocable to the Qualified
Matching Contributions Account.

[X] (b) Special Allocation Dates for Salary Reduction Contributions. The
Advisory Committee will allocate salary reduction contributions as of
the Accounting Date and as of the following additional allocation
dates: March 31, June 30, and September 30.

[X] (c) Special Allocation Dates for Matching Contributions. The
Advisory Committee will allocate matching contributions as of the
Accounting Date and as of the following additional allocation dates:
March 31, June 30, and September 30.

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<PAGE> 15
[ ] (d) Designated Qualified Nonelective Contributions - Definition of
Participant. For purposes of allocating the designated qualified
nonelective contribution, "Participant" means: (Choose (1), (2) or (3))

[ ] (1) All Participants.

[ ] (2) Participants who are Nonhighly Compensated
Employees for the Plan Year.

[ ] (3) (Specify) _.

Part II. Method of Allocation - Nonelective Contribution. Subject to any
restoration allocation required under Section 5.04, the Advisory Committee will
allocate and credit each annual nonelective contribution (and Participant
forfeitures treated as nonelective contributions) to the Employer Contributions
Account of each Participant who satisfies the conditions of Section 3.06, in
accordance with the allocation method selected under this Section 3.04. If the
Employer elects Option (e)(2), Option (g)(2) or Option (h), for the first 3% of
Compensation allocated to all Participants, "Compensation" does not include any
exclusions elected under Adoption Agreement Section 1.12 (other than the
exclusion of elective contributions), and the Advisory Committee must take into
account the Participant's Compensation for the entire Plan Year. (Choose an
allocation method under (e), (f), (g) or (h); (i) is mandatory if the Employer
elects (f), (g) or (h); (j) is optional in addition to any other election.)

[ ] (e) Nonintegrated Allocation Formula. (Choose (1) or (2))

[ ] (1) The Advisory Committee will allocate the annual
nonelective contributions in the same ratio that each
Participant's Compensation for the Plan Year bears to the
total Compensation of all Participants for the Plan Year.

[ ] (2) The Advisory Committee will allocate the annual
nonelective contributions in the same ratio that each
Participant's Compensation for the Plan Year bears to the
total Compensation of all Participants for the Plan Year. For
purposes of this Option (2), "Participant" means, in addition
to a Participant who satisfies the requirements of Section
3.06 for the Plan Year, any other Participant entitled to a
top heavy minimum allocation under Section 3.04(B), but such
Participant's allocation will not exceed 3% of his
Compensation for the Plan Year.

[ ] (f) Two-Tiered Integrated Allocation Formula - Maximum Disparity.
First, the Advisory Committee will allocate the annual Employer
nonelective contributions in the same ratio that each Participant's
Compensation plus Excess Compensation for the Plan Year bears to the
total Compensation plus Excess Compensation of all Participants for
the Plan Year. The allocation under this paragraph, as a percentage
of each Participant's Compensation plus Excess Compensation, must not
exceed the applicable percentage (5.7%, 5.4% or 4.3%) listed under the
Maximum Disparity Table following Option (i).

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<PAGE> 16
[ ] The Advisory Committee then will allocate any remaining nonelective
contributions in the same ratio that each Participant's Compensation
for the Plan Year bears to the total Compensation of all Participants
for the Plan Year.

[ ] (g) Three-Tiered Integrated Allocation Formula. First, the Advisory
Committee will allocate the annual Employer nonelective contributions
in the same ratio that each Participant's Compensation for the Plan
Year bears to the total Compensation of all Participants for the Plan
Year. The allocation under this paragraph, as a percentage of each
Participant's Compensation may not exceed the applicable percentage
(5.7%, 5.4% or 4.3%) listed under the Maximum Disparity Table
following Option (i). Solely for purposes of the allocation in this
first paragraph, "Participant" means, in addition to a Participant who
satisfies the requirements of Section 3.06 for the Plan Year: (Choose
(1) or (2))

[ ] (1) No other Participant.

[ ] (2) Any other Participant entitled to a top heavy minimum
allocation under Section 3.04(B), but such Participant's
allocation under this Option (g) will not exceed 3 % of his
Compensation for the Plan Year.

As a second tier allocation, the Advisory Committee will allocate the
nonelective contributions in the same ratio that each Participant's
Excess Compensation for the Plan Year bears to the total Excess
Compensation of all Participants for the Plan Year. The allocation
under this paragraph, as a percentage of each Participant's Excess
Compensation, may not exceed the allocation percentage in the first
paragraph.

Finally, the Advisory Committee will allocate any remaining
nonelective contributions in the same ratio that each Participant's
Compensation for the Plan Year bears to the total Compensation of all
Participants for the Plan Year.

[ ] (h) Four-Tiered Integrated Allocation Formula. First, the Advisory
Committee will allocate the annual Employer nonelective contributions
in the same ratio that each Participant's Compensation for the Plan
Year bears to the total Compensation of all Participants for the Plan
Year, but not exceeding 3% of each Participant's Compensation. Solely
for purposes of this first tier allocation, a "Participant" means, in
addition to any Participant who satisfies the requirements of Section
3.06 for the Plan Year, any other Participant entitled to a top heavy
minimum allocation under Section 3.04(B) of the Plan.

As a second tier allocation, the advisory Committee will allocate the
nonelective contributions in the same ratio that each Participant's
Excess Compensation for the Plan Year bears to the total Excess
Compensation of all Participants for the Plan Year, but not exceeding
3% of each Participant's Excess Compensation.

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<PAGE> 17
As a third tier allocation, the Advisory Committee will allocate the
annual Employer contributions in the same ratio that each
Participant's Compensation plus Excess Compensation for the Plan Year
bears to the total Compensation plus Excess Compensation of all
Participants for the Plan Year. The allocation under this paragraph,
as a percentage of each Participant's Compensation plus Excess
Compensation, must not exceed the applicable percentage (2.7%, 2.4% or
1.3%) listed under the Maximum Disparity Table following Option (i).

The Advisory Committee then will allocate any remaining nonelective
contributions in the same ratio that each Participant's Compensation
for the Plan Year bears to the total Compensation of all Participants
for the Plan Year.

[ ] (i) Excess Compensation. For purposes of Option (f), (g) or (h),
"Excess Compensation" means Compensation in excess of the following
Integration Level: (Choose (1) or (2))

[ ] (1) _% (not exceeding 100%) of the taxable wage base, as
determined under Section 230 of the Social Security Act, in
effect on the first day of the Plan Year: (Choose any
combination of (i) and (ii) or choose (iii))

[ ] (i) Rounded to _ (but not exceeding the taxable
wage base).

[ ] (ii) But not greater than $__.

[ ] (iii) Without any further adjustment or limitation.

[ ] (2) $ _ [(Note: Not exceeding the taxable wage base for the
Plan Year in which this Adoption Agreement first is
effective.]

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<PAGE> 18
Maximum Disparity Table. For purposes of Options (f), (g) and (h), the
applicable percentage is:
<TABLE>
<CAPTION>
Integration Level (as Applicable Percentages for Applicable Percentages
percentage of taxable wage (base) Option (f) or Option (g) for Option (h)
--------------------------------- ------------------------ --------------
<S> <C> <C>
100% 5.7% 2.7%

More than 80% but less than 100% 5.4% 2.4%

More than 20% (but not less than 4.3% 1.3%
$10,001) and note more than 80%

20% (or $10,000, if greater) or less 5.7% 2.7%
</TABLE>

[ ] (j) Allocation offset. The Advisory Committee will reduce a
Participant's allocation other-wise made under Part II of this Section
3.04 by the Participant's allocation under the following qualified
plan(s) maintained by the Employer: ____

The Advisory Committee will determine this allocation reduction:
(Choose (1) or (2))

[ ] (1) By treating the term "nonelective contribution" as
including all amounts paid or accrued by the Employer during
the Plan Year to the qualified plan(s) referenced under this
Option (j). If a Participant under this Plan also
participates in that other plan, the Advisory Committee will
treat the amount the Employer contributes for or during a Plan
Year on behalf of a particular Participant under such other
plan as an amount allocated under this Plan to that
Participant's Account for that Plan Year. The Advisory
Committee will make the computation of allocation required
under the immediately preceding sentence before making any
allocation of nonelective contributions under this Section
3.04.

[ ] (2) In accordance with the formula provided in an addendum to
this Adoption Agreement, numbered 3.04(j).

Top Heavy Minimum Allocation - Method of Compliance. If a Participant's
allocation under this Section 3.04 is less than the top heavy minimum
allocation to which he is entitled under Section 3.04(B): (Choose (k) or (l))

[ ] (k) The Employer will make any necessary additional contribution to
the Participant's Account, as described in Section 3.04(B)(7)(a) of
the Plan.

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<PAGE> 19
[X] (l) Employer will satisfy the top heavy minimum allocation under the
following plan(s) it maintains: MMI Products. Inc. Pension
Plan. However, the Employer will make any necessary additional
contribution to satisfy the top heavy minimum allocation for an
Employee covered only under this Plan and not under the other plan(s)
designated in this Option (1). See Section 3.04(B)(7)(b) of the Plan.

Related employers. If two or more related employers (as defined in Section
1.30) contribute to this Plan, the Advisory Committee must allocate all
Employer nonelective contributions (and forfeitures treated as nonelective
contributions) to each Participant in the Plan, in accordance with the
elections in this Adoption Agreement Section 3.04: (Choose (m) or (n))

[X] (m) Without regard to which contributing related group member employs
the Participant.

[ ] (n) Only to the Participants directly employed by the contributing
Employer. If a Participant receives Compensation from more than one
contributing Employer, the Advisory Committee will determine the
allocations under this Adoption Agreement Section 3.04 by prorating
among the participating Employers the Participant's Compensation and,
if applicable, the Participant's Integration Level under Option (i).

3.05 FORFEITURE ALLOCATION. Subject to any restoration
allocation required under Sections 5.04 or 9.14, the Advisory Committee will
allocate a Participant forfeiture in accordance with Section 3.04: (Choose (a)
or (b); (c) and (d) are optional in addition to (a) or (b))

[ ] (a) As an Employer nonelective contribution for the Plan Year in
which the forfeiture occurs, as if the Participant forfeiture were an
additional nonelective contribution for that Plan Year.

[X] (b) To reduce the Employer matching contributions and nonelective
contributions for the Plan Year: (Choose (1) or (2))

[X] (1) in which the forfeiture occurs.

[ ] (2) immediately following the Plan Year in which the
forfeiture occurs.

[X] (c) To the extent attributable to matching contributions: (Choose
(1), (2) or (3))

[X] (1) In the manner elected under Options (a) or (b).

[ ] (2) First to reduce Employer matching contributions for the
Plan Year: (Choose (i) or (ii))

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<PAGE> 20
[ ] (i) in which the forfeiture occurs,

[ ] (ii) immediately following the Plan Year in which
the forfeiture occurs, then as elected in Options (a)
or (b).

[ ] (3) As a discretionary matching contribution for the Plan
Year in which the forfeiture occurs, in lieu of the manner
elected under Options (a) or (b).

[ ] (d) First to reduce the Plan's ordinary and necessary administrative
expenses for the Plan Year and then will allocate any remaining
forfeitures in the manner described in Options (a), (b) or (c),
whichever applies. If the Employer elects Option (c), the forfeitures
used to reduce Plan expenses: (Choose (1) or (2))

[ ] (1) relate proportionately to forfeitures described in Option
(c) and to forfeitures described in Options (a) or (b).

[ ] (2) relate first to forfeitures described in Option __.

Allocation of forfeited excess aggregate contributions. The Advisory Committee
will allocate any forfeited excess aggregate contributions (as described in
Section 14.09): (Choose (e), (f) or (g))

[X] (e) To reduce Employer matching contributions for the Plan Year:
(Choose (1) or (2))

[X] (1) in which the forfeiture occurs.

[ ] (2) immediately following the Plan Year in which the
forfeiture occurs.

[ ] (f) As Employer discretionary matching contributions for the Plan
Year in which forfeited, except the Advisory Committee will not
allocate these forfeitures to the Highly Compensated Employees who
incurred the forfeitures.

[ ] (g) In accordance with Options (a) through (d), whichever applies,
except the Advisory Committee will not allocate these forfeitures
under Option (a) or under Option (c)(3) to the Highly Compensated
Employees who incurred the forfeitures.

3.06 ACCRUAL OF BENEFIT.

Compensation taken into account. For the Plan Year in which the Employee first
becomes a Participant, the Advisory Committee will determine the allocation of
any cash or deferred contribution, designated qualified nonelective
contribution or nonelective contribution by taking into account: (Choose (a) or
(b))

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[ ] (a) The Employee's Compensation for the entire Plan Year.
[X] (b) The Employee's Compensation for the portion of the Plan Year in
which the Employee actually is a Participant in the Plan.

Accrual Requirements. Subject to the suspension of accrual requirements of
Section 3.06(E) of the Plan, to receive an allocation of cash or deferred
contributions, matching contributions, designated qualified nonelective
contributions, nonelective contributions and Participant forfeitures, if any,
for the Plan Year, a Participant must satisfy the conditions described in the
following elections: (Choose (c) or at least one of (d) through (f))

[ ] (c) Safe harbor-rule. If the Participant is employed by the Employer
on the last day of the Plan Year, the Participant must complete at
least one Hour of Service for that Plan Year. If the Participant is
not employed by the Employer on the last day of the Plan Year, the
Participant must complete at least 501 Hours of Service during the
Plan Year.

[ ] (d) Hours of Service condition. The Participant must complete the
following minimum number of Hours of Service during the Plan Year:
(Choose at least one of (1) through (5))

[ ] (1) 1,000 Hours of Service.

[ ] (2) (Specify, but the number of Hours of Service may not
exceed 1,000) ____.

[ ] (3) No Hour of Service requirement if the Participant
terminates employment during the Plan Year on account of
(Choose (i), (ii) or (iii))

[ ] (i) Death.

[ ] (ii) Disability.

[ ] (iii) Attainment of Normal Retirement Age in the
current Plan Year or in a prior Plan Year.

[ ] (4) __ Hours of Service (not exceeding 1,000) if the
Participant terminates employment with the Employer during the
Plan Year, subject to any election in Option (3).

[ ] (5) No Hour of Service requirement for an allocation of the
following contributions: ____.

[ ] (e) Employment condition. The Participant must be employed by the
Employer on the last day of the Plan Year, irrespective of whether he
satisfies any Hours of Service condition under Option (d), with the
following exceptions: (Choose (1) or at least one of (2) through (5))

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<PAGE> 22
[ ] (1) No exceptions.

[ ] (2) Termination of employment because of death.

[ ] (3) Termination of employment because of disability.

[ ] (4) Termination of employment following attainment
of Normal Retirement Age.

[ ] (5) No employment condition for the following
contributions: __.

[X] (f) (Specify other conditions, if applicable): Participants must be
employed on the last day of the quarter for a quarterly match, and the
last day of the Plan Year for a discretionary match.

Suspension of Accrual Requirements. The suspension of accrual requirements of
Section 3.06(E) of the Plan: (Choose (g), (h) or (i))

[ ] (g) Applies to the Employer's Plan.

[ ] (h) Does not apply to the Employer's Plan.

[X] (i) Applies in modified form to the Employer's Plan, as described in
an addendum to this Adoption Agreement, numbered Section 3.06(E).

Special accrual requirements for matching contributions. If the Plan allocates
matching contributions on two or more allocation dates for a Plan Year, the
Advisory Committee, unless otherwise specified in Option (1), will apply any
Hours of Service condition by dividing the required Hours of Service on a
prorata basis to the allocation periods included in that Plan Year.
Furthermore, a Participant who satisfies the conditions described in this
Adoption Agreement Section 3.06 will receive an allocation of matching
contributions (and forfeitures treated as matching contributions) only if the
Participant satisfies the following additional condition(s): (Choose (j) or at
least one of (k) or (l))

[X] (j) No additional conditions.

[ ] (k) The Participant is not a Highly Compensated Employee for the Plan
Year. This Option (k) applies to: (Choose (1) or (2))

[ ] (1) All matching contributions.

[ ] (2) Matching contributions described in Option(s) _ of
Adoption Agreement Section 3.01.

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<PAGE> 23
[ ] (l) (Specify) __.

3.15 MORE THAN ONE PLAN LIMITATION. If the provisions of Section
3.15 apply, the Excess Amount attributed to this Plan equals: (Choose (a), (b)
or (c))

[ ] (a) The product of:

(i) the total Excess Amount allocated as of such date
(including, any amount which the Advisory Committee would have
allocated but for the limitations of Code Section 415), times

(ii) the ratio of (1) the amount allocated to the Participant
as of such date under this Plan divided by (2) the total
amount allocated as of such date under all qualified defined
contribution plans (determined without regard to the
limitations of Code Section 415).

[X] (b) The total Excess Amount.

[ ] (c) None of the Excess Amount.

3.18 DEFINED BENEFIT PLAN LIMITATION.

Application of limitation. The limitation under Section 3.18 of the
Plan: (Choose (a) or (b))

[X] (a) Does not apply to the Employer's Plan because the Employer does
not maintain and never has maintained a defined benefit plan covering
any Participant in this Plan.

[ ] (b) Applies to the Employer's Plan. To the extent necessary to
satisfy the limitation under Section 3.18, the Employer will reduce:
(Choose (1) or (2))

[ ] (1) The Participant's projected annual benefit under the
defined benefit plan under which the Participant participates.

[ ] (2) Its contribution or allocation on behalf of the
Participant to the defined contribution plan under which the
Participant participates and then, if necessary, the
Participant's projected annual benefit under the defined
benefit plan under which the Participant participates.

[Note: If the Employer selects (a), the remaining options in this Section 3.18
do not apply to the Employer's Plan.]

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<PAGE> 24
Coordination with top heavy minimum allocation. The Advisory
Committee will apply the top heavy minimum allocation provisions of
Section 3.04(B) of the Plan with the following modifications: (Choose
(c) or at least one of (d) or (e))

[ ] (c) No modifications.

[ ] (d) For Non-Key Employees participating only in this Plan, the top
heavy minimum allocation is the minimum allocation described in
Section 3.04(B) determined by substituting _% (not less than 4%) for
"3%," except: (Choose (i) or (ii))

[ ] (i) No exceptions.

[ ] (ii) Plan Years in which the top heavy ratio exceeds 90%.

[ ] (e) For Non-Key Employees also participating in the defined benefit
plan, the top heavy minimum is: (Choose (1) or (2))

[ ] (1) 5% of Compensation (as determined under Section 3.04(B)
or the Plan) irrespective of the contribution rate of any Key
Employee, except: (Choose (i) or (ii))

[ ] (i) No exceptions.

[ ] (ii) Substituting "7 1/2%" for "5%" if the top heavy
ratio does not exceed 90%.

[ ] (2) 0%. [(Note: The Employer may not select this Option (2)
unless the defined benefit plan satisfies the top heavy
minimum benefit requirements of Code Section 416 for these
Non-Key Employees.]

Actuarial Assumptions for Top Heavy Calculation. To determine the top heavy
ratio, the Advisory Committee will use the following interest rate and
mortality assumptions to value accrued benefits under a defined benefit plan:
___.

ARTICLE IV
PARTICIPANT CONTRIBUTIONS

4.01 PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS. The Plan: (Choose
(a) or (b); (c) is available only with (b))

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<PAGE> 25
[X] (a) Does not permit Participant nondeductible contributions.

(b) Permits Participant nondeductible contributions, pursuant to
Section 14.04 of the Plan.

(c) The following portion of the Participant's nondeductible
contributions for the Plan Year are mandatory contributions under
Option (i)(3) of Adoption Agreement Section 3.01: (Choose (1) or (2))

[ ] (1) The amount which is not less than: _.

[ ] (2) The amount which is not greater than _:

Allocation dates. The Advisory Committee will allocate nondeductible
contributions for each Plan Year as of the Accounting Date and the following
additional allocation dates: (Choose (d) or (e))

(d) No other allocation dates.

(e) (Specify) ________.

As of an allocation date, the Advisory Committee will credit all nondeductible
contributions made for the relevant allocation period. Unless otherwise
specified in (e), a nondeductible contribution relates to an allocation period
only if actually made to the Trust no later than 30 days after that allocation
period ends.

4.5 PARTICIPANT CONTRIBUTION - WITHDRAWAL/DISTRIBUTION. Subject
to the restrictions of Article VI, the following distribution options apply to
a Participant's Mandatory Contributions Account, if any, prior to his
Separation from Service: (Choose (a) or at least one of (b) through (d))

[ ] (a) No distribution options prior to Separation from Service.

[ ] (b) The same distribution options applicable to the Deferral
Contributions Account prior to the Participant's Separation from
Service, as elected in Adoption Agreement Section 6.03.

[ ] (c) Until he retires, the Participant has a continuing election to
receive all or any portion of his Mandatory Contributions Account if:
(Choose (1) or at least one of (2) through (4))

[ ] (1) No conditions.

[ ] (2) The mandatory contributions have accumulated for at least
_ Plan Years since the Plan Year for which contributed.

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<PAGE> 26
[ ] (3) The Participant suspends making nondeductible
contributions for a period of ____ months.

[ ] (4) (Specify) _.

[ ] (d) (Specify) _.

ARTICLE V
TERMINATION OF SERVICE - PARTICIPANT VESTING

5.01 NORMAL RETIREMENT. Normal Retirement Age under the Plan is:
(Choose (a) or (b))

[X] (a) 65 [State age, but may not exceed age 65].

[ ] (b) The later of the date the Participant attains _ years of age or
the __ anniversary of the first day of the Plan Year in which the
Participant commenced participation in the Plan. [The age selected may
not exceed age 65 and the anniversary selected may not exceed the 5th.
]

5.02 PARTICIPANT DEATH OR DISABILITY. The 100% vesting rule under
Section 5.02 of the Plan: (Choose (a) or choose one or both of (b) and (c))

[ ] (a) Does not apply.

[X] (b) Applies to death.

[X] (c) Applies to disability.

5.03 VESTING SCHEDULE.

Deferral Contributions Account/Qualified Matching Contributions
Account/Qualified Nonelective Contributions Account/Mandatory Contributions
Account. A Participant has a 100% Nonforfeitable interest at all times in his
Deferral Contributions Account, his Qualified Matching Contributions Account,
his Qualified Nonelective Contributions Account and in his Mandatory
Contributions Account.

Regular Matching Contributions Account/Employer Contributions Account. With
respect to a Participant's Regular Matching Contributions Account and Employer
Contributions Account, the Employer elects the following vesting schedule:
(Choose (a) or (b); (c) and (d) are available only as additional options)

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<PAGE> 27
[ ] (a) Immediate vesting. 100% Nonforfeitable at all times. [(Note: The
Employer must elect Option (a) if the eligibility conditions under
Adoption Agreement Section 2.01(c) require 2 years of service or more
than 12 months of employment.]

[X] (b) Graduated Vesting Schedules.

<TABLE>
<CAPTION>
Top Heavy Schedule Non Top Heavy Schedule
(Mandatory) (Optional)

Nonforfeitable Nonforfeitable
Years of Service Percentage Years of Service Percentage
---------------- -------------- ---------------- --------------
<S> <C> <C> <C> <C>
Less than 1 0% Less than 1 %
1 25% 1 %
2 50% 2 %
3 75% 3 %
4 100% 4 %
5 100% 5 %
6 or more 100% 6 %
7 or more 100%
</TABLE>

[ ] (c) Special vesting election for Regular Matching Contributions
Account. In lieu of the election under Options (a) or (b), the
Employer elects the following vesting schedule for a Participant's
Regular Matching Contributions Account: (Choose (1) or (2))

[ ] (1) 100% Nonforfeitable at all times.

[ ] (2) In accordance with the vesting schedule described in the
addendum to this Adoption Agreement, numbered 5.03(c). [(Note:
If the Employer elects this Option (c)(2), the addendum must
designate the applicable vesting schedule(s) using the same
format as used in Option (b).]

[Note: Under Options (b) and (c)(2), the Employer must complete a Top Heavy
Schedule which satisfies Code Section 416. The Employer, at its option, may
complete a Non Top Heavy Schedule. The Non Top Heavy Schedule must satisfy
Code Section 411(a)(2). Also see Section 7.05 of the Plan.]

[ ] (d) The Top Heavy Schedule under Option (b) (and, if applicable,
under Option (c)(2)) applies: (Choose (1) or (2))

[ ] (1) Only in a Plan Year for which the Plan is top heavy.

[ ] (2) In the Plan Year for which the Plan first is top heavy
and then in all subsequent Plan Years. [(Note: The Employer
may not elect Option (d) unless it has completed a Non Top
Heavy Schedule.]

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<PAGE> 28
Minimum vesting. (Choose (e) or (f)

[X] (e) Plan does not apply a minimum vesting rule.

[ ] (f) A Participant's Nonforfeitable Accrued Benefit will never be less
than the lesser of $_ or his entire Accrued Benefit, even if the
application of a graduated vesting schedule under Options (b) or (c)
would result in a smaller Nonforfeitable Accrued Benefit.

Life Insurance Investments. The Participant's Accrued Benefit attributable to
insurance contracts purchased on his behalf under Article XI is: (Choose (g) or
(h))

[X] (g) Subject to the vesting election under Options (a), (b) or (c).

[ ] (h) 100% Nonforfeitable at all times, irrespective of the vesting
election under Options (b) or (c)(2).

5.04 CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/
RESTORATION OF FORFEITED ACCRUED BENEFIT. The deemed cash-out rule described
in Section 5.04(C) of the Plan: (Choose (a) or (b))

[ ] (a) Does not apply.

[X] (b) Will apply to determine the timing of forfeitures for 0% vested
Participants. A Participant is not a 0% vested Participant if he has
a Deferral Contributions Account.

5.06 YEAR OF SERVICE - VESTING.

Vesting computation period. The Plan measures a Year of Service on the basis
of the following 12 consecutive month periods: (Choose (a) or (b))

[X] (a) Plan Years.

[ ] (b) Employment Years. An Employment Year is the 12 consecutive month
period measured from the Employee's Employment Commencement Date and
each successive 12 consecutive month period measured from each
anniversary of that Employment Commencement Date.

Hours of Service. The minimum number of Hours of Service an Employee must
complete during a vesting computation period to receive credit for a Year of
Service is: (Choose (c) or (d))

[X] (c) 1,000 Hours of Service.

[ ] (d) _Hours of Service. [(Note: The Hours of Service requirement may
not exceed 1,000.]

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<PAGE> 29
5.8 INCLUDED YEARS OF SERVICE - VESTING. The Employer
specifically excludes the following Years of Service: (Choose (a) or at least
one of (b) through (e))

[X] (a) None other than as specified in Section 5.08(a) of the Plan.

[ ] (b) Any Year of Service before the Participant attained the age of
___. Note: The age selected may not exceed age 18.]

[ ] (c) Any Year of Service during the period the Employer did not
maintain this Plan or a predecessor plan.

[ ] (d) Any Year of Service before a Break in Service if the number of
consecutive Breaks in Service equals or exceeds the greater of 5 or
the aggregate number of the Years of Service prior to the Break. This
exception applies only if the Participant is 0% vested in his Accrued
Benefit derived from Employer contributions at the time he has a Break
in Service. Furthermore, the aggregate number of Years of Service
before a Break in Service do not include any Years of Service not
required to be taken into account under this exception by reason of
any prior Break in Service.

[ ] (e) Any Year of Service earned prior to the effective date of ERISA
if the Plan would have disregarded that Year of Service on account of
an Employee's Separation from Service under a Plan provision in effect
and adopted before January 1, 1974.

ARTICLE VI
TIME AND METHOD OF PAYMENTS OF BENEFITS

Code Section 411(d)(6) Protected Benefits. The elections under this Article VI
may not eliminate Code Section 411(d)(6) protected benefits. To the extent the
elections would eliminate a Code Section 411(d)(6) protected benefit, see
Section 13.02 of the Plan. Furthermore, if the elections liberalize the
optional forms of benefit under the Plan, the more liberal options apply on the
later of the adoption date or the Effective Date of this Adoption Agreement.

6.01 TIME OF PAYMENT OF ACCRUED BENEFIT.

Distribution date. A distribution date under the Plan means the February 1,
May 1, August 1, and November 1 following the quarter in which the
Participant's Separation from Service occurs. [(Note: The Employer must specify
the appropriate date(s). The specified distribution dates primarily establish
annuity starting dates and the notice and consent periods prescribed by the
Plan. The Plan allows the Trustee an administratively practicable period of
time to make the actual distribution relating to a particular distribution
date.]

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<PAGE> 30
Nonforfeitable Accrued Benefit Not Exceeding $3,500. Subject to the
limitations of Section 6.01(A)(1), the distribution date for distribution of a
Nonforfeitable Accrued Benefit not exceeding $3,500 is: (Choose (a), (b), (c),
(d) o r (e))

[ ] (a) _ of the _ Plan Year beginning after the Participant's Separation
from Service.

[X] (b) The first distribution date following the Participant's
Separation from Service.

[ ] (c) _ of the Plan Year after the Participant incurs _ Break(s) in
Service (as defined in Article V).

[ ] (d) _ following the Participant's attainment of Normal Retirement
Age, but not earlier than __ days following his Separation from
Service.

[ ] (e) (Specify) _.

Nonforfeitable Accrued Benefit Exceeds $3,500. See the elections under Section
6.03.

Disability. The distribution date, subject to Section 6.01(A)(3), is: (Choose
(f), (g) or (h))

[ ] (f) _ after the Participant terminates employment because of
disability.

[X] (g) The same as if the Participant had terminated employment without
disability.

[ ] (h) (Specify) __.

Hardship. (Choose (i) or (j).

[X] (i) The Plan does not permit a hardship distribution to a Participant
who has separated from Service.

[ ] (j) The Plan permits a hardship distribution to a Participant who has
separated from Service in accordance with the hardship distribution
policy stated in: (Choose (1), (2) or (3))

[ ] (1) Section 6.01(A)(4) of the Plan.

[ ] (2) Section 14.11 of the Plan.

[ ] (3) The addendum to this Adoption Agreement, numbered Section
6.01.

Default on a Loan. If a Participant or Beneficiary defaults on a loan made
pursuant to a loan policy adopted by the Advisory Committee pursuant to Section
9.04, the Plan: (Choose (k), (l) or (m))

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<PAGE> 31
[ ] (k) Treats the default as a distributable event. The Trustee, at the
time of the default, will reduce the Participant's Nonforfeitable
Accrued Benefit by the lesser of the amount in default (plus accrued
interest) or the Plan's security interest in that Nonforfeitable
Accrued Benefit. To the extent the loan is attributable to the
Participant's Deferral Contributions Account, Qualified Matching
Contributions Account or Qualified Nonelective Contributions Account,
the Trustee will not reduce the Participant's Nonforfeitable Accrued
Benefit unless the Participant has separated from Service or unless
the Participant has attained age 59 1/2.

[X] (l) Does not treat the default as a distributable event. When an
otherwise distributable event first occurs pursuant to Section 6.01 or
Section 6.03 of the Plan, the Trustee will reduce the Participant's
Nonforfeitable Accrued Benefit by the lesser of the amount in default
(plus accrued interest) or the Plan's security interest in that
Nonforfeitable Accrued Benefit.

[ ] (m) (Specify) _.

6.02 METHOD OF PAYMENT OF ACCRUED BENEFIT. The Advisory Committee
will apply Section 6.02 of the Plan with the following modifications: (Choose
(a) or at least one of (b), (c), (d) and (e))

[ ] (a) No modifications.

[ ] (b) Except as required under Section 6.01 of the Plan, a lump sum
distribution is not available: _______.

[X] (c) An installment distribution: (Choose (1) or at least one of (2)
or (3))

[X] (1) Is not available under the Plan.

[ ] (2) May not exceed the lesser of _ years or the maximum
period permitted under Section 6.02.

[ ] (3) (Specify) _.

[ ] (d) The Plan permits the following annuity options: ___.

Any Participant who elects a life annuity option is subject to the
requirements of Sections 6.04(A), (B), (C) and (D) of the Plan. See
Section 6.04(E). [(Note: The Employer may specify additional annuity
options in an addendum to this Adoption Agreement, numbered 6.02(d).]

[ ] (e) If the Plan invests in qualifying Employer securities, as
described in Section 10.03(F), a Participant eligible to elect
distribution under Section 6.03 may elect to receive that

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<PAGE> 32
distribution in Employer securities only in accordance with the
provisions of the addendum to this Adoption Agreement, numbered
6.02(e).

6.03 BENEFIT PAYMENT ELECTIONS.

Participant Elections After Separation from Service. A Participant who is
eligible to make distribution elections under Section 6.03 of the Plan may
elect to commence distribution of his Nonforfeitable Accrued Benefit: (Choose
at least one of (a) through (c))

[ ] (a) As of any distribution date, but not earlier than __ of the __
Plan Year beginning after the Participant's Separation from Service.

[X] (b) As of the following date(s): (Choose at least one of Options (1)
through (6))

[X] (1) Any distribution date after the close of the Plan Year in
which the Participant attains Normal Retirement Age.

[ ] (2) Any distribution date following his Separation from
Service with the Employer.

[ ] (3) Any distribution date in the _ Plan Year(s) beginning
after his Separation from Service.

[ ] (4) Any distribution date in the Plan Year after the
Participant incurs _ Break(s) in Service (as defined in
Article V).

[ ] (5) Any distribution date following attainment of acre and
completion of at least ___ Years of Service (as defined in
Article V).

[X] (6) (Specify) Any of the four distribution dates immediately
following Separation from Service.

[ ] (c) (Specify) ___.

The distribution events described in the election(s) made under
Options (a), (b) or (c) apply equally to all Accounts maintained for the
Participant unless otherwise specified in Option (c).

Participant Elections Prior to Separation from Service - Regular Matching
Contributions Account and Employer Contributions Account. Subject to the
restrictions of Article VI, the following distribution options apply to a
Participant's Regular Matching Contributions Account and Employer Contributions
Account prior to his Separation from Service: (Choose (d) or at least one of
(e) through (h))

[ ] (d) No distribution options prior to Separation from Service.

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<PAGE> 33
[X] (e) Attainment of Specified Age. Until he retires, the Participant
has a continuing election to receive all or any portion of his
Nonforfeitable interest in these Accounts after he attains: (Choose
(1) or (2))

[ ] (1) Normal Retirement Age.

[X] (2) 59 1/2 years of age and is at least 25% vested in these
Accounts. [Note: If the percentage is less than 100%, see the
special vesting formula in Section 5.03.]

[ ] (f) After a Participant has participated in the Plan for a period of
not less than __ years and he is 100% vested in these Accounts, until
he retires, the Participant has a continuing election to receive all
or any portion of the Accounts. [(Note: The number in the blank space
may not be less than 5.]

[ ] (g) Hardship. A Participant may elect a hardship distribution prior
to his Separation from Service in accordance with the hardship
distribution policy: (Choose (1), (2) or (3); (4) is available only as
an additional option)

[ ] (1) Under Section 6.01 (A)(4) of the Plan

[ ] (2) Under Section 14.11 of the Plan.

[ ] (3) Provided in the addendum to this Adoption Agreement,
numbered Section 6.03.

[ ] (4) In no event may a Participant receive a hardship
distribution before he is at least __% vested in these Accounts.
[(Note. If the percentage in the blank is less than 100%, see the
special vesting formula in Section 5. 03.]

[X] (h) (Specify) See addendum to this Adoption Agreement, numbered
Section 6.03

[Note: the Employer may use an addendum, numbered 6.03, to provide additional
language authorized by Options (b)(6), (c), (g)(3) or (h) of this Adoption
Agreement Section 6.03.]

Participant Elections Prior to Separation from Service - Deferral Contributions
Account, Qualified Matching Contributions Account and Qualified Nonelective
Contributions Account. Subject to the restrictions of Article VI, the
following distribution options apply to a Participant's Deferral Contributions
Account, Qualified Matching Contributions Account and Qualified Nonelective
Contributions Account prior to his Separation from Service: (Choose (i) or at
least one of (j) through (l))

[ ] (i) No distribution options prior to Separation from Service.

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<PAGE> 34
[X] (j) Until he retires, the Participant has a continuing election to
receive all or any portion of these Accounts after he attains: (Choose
(1) or (2))

[ ] (1) The later of Normal Retirement Age or age 591/2.

[X] (2) Age 59 1/2 (at least 59 1/2).

[X] (k) Hardship. A Participant, prior to this Separation from Service,
may elect a hardship distribution from his Deferral Contributions
Account in accordance with the hardship distribution policy under
Section 14.11 of the Plan.

[ ] (l) (Specify) __. [Note: Option (l) may not permit in service
distributions prior to age 59 1/2 (other than hardship) and may not
modify the hardship policy described in Section 14.11]

Sale of trade or business/subsidiary. If the Employer sells substantially all
of the assets (within the meaning of Code Section 409(d)(2)) used in a trade or
business or sells a subsidiary (within the meaning of Code Section 409(d)(3)),
a Participant who continues employment with the acquiring corporation is
eligible for distribution from his Deferral Contributions Account, Qualified
Matching Contributions Account and Qualified Nonelective Contributions Account:
(Choose (m) or (n))

[X] (m) Only as described in this Adoption Agreement Section 6.03 for
distributions prior to Separation from Service.

[ ] (n) As if he has a Separation from Service. After March 31, 1988, a
distribution authorized solely by reason of this Option (n) must
constitute a lump sum distribution, determined in a manner consistent
with Code Section 401(k)(10) and the applicable Treasury regulations.

6.04 ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND SURVIVING SPOUSES.
The annuity distribution requirements of Section 6.04: (Choose (a) or (b))

[X] (a) Apply only to a Participant described in Section 6.04(E) of the
Plan (relating to the profit sharing exception to the joint and
survivor requirements).

[ ] (b) Apply to all Participants.

ARTICLE IX
ADVISORY COMMITTEE - DUTIES WITH RESPECT TO PARTICIPANTS' ACCOUNTS

9.10 VALUE OF PARTICIPANT'S ACCRUED BENEFIT. If a distribution
(other than a distribution from a segregated Account and other than a
corrective distribution described in Sections 14.07, 14.08, 14.09, 14.10 of the
Plan) occurs more than 90 days after the most recent valuation date, the
distribution will include interest at: (Choose (a), (b) or (c))

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<PAGE> 35
[X] (a) 0% per annum. [Note: The percentage may equal 0%.]

[ ] (b) The 90 day Treasury bill rate in effect at the beginning of the
current valuation period.

[ ] (c) (Specify) _.

9.11 ALLOCATION AND DISTRIBUTION OF NET INCOME GAIN OR LOSS.
Pursuant to Section 14.12, to determine the allocation of net income, gain or
loss: (Complete only those items, if any, which are applicable to the
Employer's Plan)

[X] (a) For salary reduction contributions, the Advisory Committee will:
(Choose (1), (2), (3), (4) or (5))

[ ] (1) Apply Section 9.11 without modification.

[ ] (2) Use the segregated account approach described in Section
14.12.

[ ] (3) Use. the weighted average method described in Section
14.12, based on a ___ weighting period.

[ ] (4) Treat as part of the relevant Account at the beginning of
the valuation period _% of the salary reduction contributions:
(Choose (i) or (ii))

[ ] (i) made during that valuation period.

[ ] (ii) made by the following specified time: ___.

[X] (5) Apply the allocation method described in the addendum to
this Adoption Agreement numbered 9.11 (a).

[X] (b) For matching contributions, the Advisory Committee will: (Choose
(1), (2), (3) or (4))

[ ] (1) Apply Section 9.11 without modification.

[ ] (2) Use the weighted average method described in Section
14.12, based on a weighting period.

[ ] (3) Treat as part of the relevant Account at the beginning of
the valuation period ___% of the matching contributions
allocated during the valuation period.

[X] (4) Apply the allocation method described in the addendum to
this Adoption Agreement numbered 9.11(b).

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<PAGE> 36
[ ] (c) For Participant nondeductible contributions, the Advisory
Committee will: (Choose (1), (2), (3), (4) o r (5))

[ ] (1) Apply Section 9.11 without modification.

[ ] (2) Use the segregated account approach described in Section
14.12.

[ ] (3) Use the weighted average method described in Section
14.12, based on a ___ weighting period.

[ ] (4) Treat as part of the relevant Account at the beginning of
the valuation period __% of the Participant nondeductible
contributions: (Choose (i) or (ii))

[ ] (i) made during that valuation period.

[ ] (ii) made by the following specified time: ___.

[ ] (5) Apply the allocation method described in the addendum to
this Adoption Agreement numbered 9.11(c).

ARTICLE X
TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

10.03 INVESTMENT POWERS. Pursuant to Section 10.03[F] of the Plan,
the aggregate investments in qualifying Employer securities and in qualifying
Employer real property: (Choose (a) or (b))

[X] (a) May not exceed 10% of Plan assets.

[ ] (b) May not exceed ___% of Plan assets. (Note. The percentage may not
exceed 100%.)

10.14 VALUATION OF TRUST. In addition to each Accounting Date, the
Trustee must value the Trust Fund on the following valuation date(s): (Choose
(a) or (b))

[ ] (a) No other mandatory valuation dates.

[X] (b) (Specify) March 31, June 30, and September 30

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<PAGE> 37
EFFECTIVE DATE ADDENDUM
(Restated Plans Only)

The Employer must complete this addendum only if the restated
Effective Date specified in Adoption Agreement Section 1.18 is different than
the restated effective date for at least one of the provisions listed in this
addendum. In lieu of the restated Effective Date in Adoption Agreement Section
1.18, the following special effective dates apply: (Choose whichever elections
apply)

[ ] (a) Compensation definition. The Compensation definition of Section
1.12 (other than the $200,000 limitation) is effective for Plan Years
beginning after _. [Note: May not be effective later than the first
day of the first Plan Year beginning after the Employer executes this
Adoption Agreement to restate the Plan for the Tax Reform Act of 1986,
if applicable.]

[X] (b) Eligibility conditions. The eligibility conditions specified in
Adoption Agreement Section 2.01 are effective for Plan Years beginning
after December 31, 1989 with respect to the former Merchants Metals,
Inc. Capital Accumulation Plan.

[ ] (c) Suspension of Years of Service. The suspension of Years of
Service rule elected under Adoption Agreement Section 2.03 is
effective for Plan Years beginning after _.

[X] (d) Contribution/allocation formula. The contribution formula
elected under Adoption Agreement Section 3.01 and the method of
allocation elected under Adoption Agreement Section 3.04 is effective
for Plan Years beginning after December 31, 1989.

[X] (e) Accrual requirements. The accrual requirements of Section 3.06
are effective for Plan Years beginning after December 31, 1989.

[X] (f) Employment condition. The employment condition of Section 3.06
is effective for Plan Years beginning after December 31, 1989.

[ ] (g) Elimination of Net Profits. The requirement for the Employer not
to have net profits to contribute to this Plan is effective for Plan
Years beginning after _. [Note: The date specified may not be earlier
than December 31, 1985.]

[ ] (h) Vesting Schedule. The vesting schedule elected under Adoption
Agreement Section 5.03 is effective for Plan Years beginning after
___.

[X] (i) Allocation of Earnings. The special allocation provisions
elected under Adoption Agreement Section 9.11 are effective for Plan
Years beginning after December 31, 1989.

[X] (j) (Specify) (1) Plan Name. Effective January 1, 1990, the Ivy
Steel Products Corporation 401(k) Savings Plan was merged into the
Merchants Metals, Inc. Capital Accumulation Plan, and the consolidated
plan was renamed the MMI Products, Inc. 401(k) Savings Plan. (2)

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<PAGE> 38
Matching Contributions. The matching contributions described in
Adoption Agreement Section 3.01 Part III are effective for Plan Years
beginning after December 31, 1989, and (3) Years of Service. The Plan
changed from the "elapsed time" method to the "hours of service" method
effective January 1, 1993.

For Plan Years prior to the special Effective Date, the terms of the
Plan prior to its restatement under this Adoption Agreement will control for
purposes of the designated provisions. A special Effective Date may not result
in the delay of a Plan provision beyond the permissible Effective Date under
any applicable law requirements.

-38-
<PAGE> 39
ADDENDUM NUMBER ONE
Adoption Agreement #001
MMI Products, Inc. 401(k) Savings Plan

The following constitutes amendments to the Advanced Retirement Plans of
America Incorporated Defined Contribution Prototype Plan.

Section 3.06(E)

Section 3.06(E) of the Plan is amended as follows:

(a) In lieu of the Coverage Test definition in the first paragraph
of Section 3.06(E), the Plan satisfies the Coverage Test if,
on the last day of the Plan Year, the ratio of the Nonhighly
Compensated Employees who benefit under the Plan to the total
number of Includible Nonhighly Compensated Employees is at
least equal to 70% of the ratio of the Highly Compensated
Employees who benefit under the Plan to the total number of
Includible Highly Compensated Employees.

(b) The words "Includible Employee(s) in the 3rd paragraph of
Section 3.06(E) shall be replaced with "Includible Nonhighly
Compensated Employee(s)".

(c) The Advisory Committee will suspend the accrual requirements
for the Includible Nonhighly Compensated Employees who are
Participants, in the order described in Section 3.06(E) only
if necessary to satisfy the Participation Test.

Section 5.04(B)

Section 5.04(B) of the Plan is amended by deleting clause (2) as a source of
the restoration of a Participant's Accrued Benefit.

Adoption Agreement Section 6.03

Adoption Agreement Section 6.03(h) reads:

(1) An Age 59 1/2 Withdrawal is normally available only on the February 1,
May 1, August 1, or November 1 following the quarter in which the request was
received by the Committee, or as soon thereafter as is administratively
feasible, but the Committee may approve an earlier withdrawal in the event of
an extreme and unexpected financial emergency.

(2) A Limited Withdrawal is available to certain former Ivy Steel Products
Corporation employees who have After-Tax Savings Accounts or Predecessor
Company Contribution Accounts under the Plan attributable to amounts
transferred from their predecessor employer's plan (Koppers Savings Plan), or
who made Rollover contributions to this Plan. A limited withdrawal is normally

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<PAGE> 40
available only on the February 1, May 1, August 1, or November 1 following the
quarter in which the request was received by the Committee, or as soon
thereafter as is administratively feasible, in the following order:

- After-Tax Savings Account
- Rollover Account
- Predecessor Company Contribution Account

The Committee may approve an earlier withdrawal in the event of an extreme and
unexpected financial emergency.

Section 8.02

Section 8.02 of the Plan is amended by deleting (a), (b), (c) and (d) and
replacing them with the following order of priority:

(a) The Participant's surviving spouse;
(b) The Participant's estate.

Adoption, Agreement Sections 9.11(a) and (b)

Sections 9.11(a) and (b) of the Adoption agreement are amended so that the
investment income of each of the investment funds that a Participant is
entitled to invest in shall be allocated in accordance with a time weighted
allocation method where:

(a) Salary reduction contributions are credited as of the last day
of each month.
(b) Matching contributions for a quarter are treated as having
been made on the last day of the quarter
(c) Rollover contributions are credited as of the date paid into
the Trust Fund.
(d) Distributions are debited as of the last day of the prior
quarter.
(e) In service withdrawals are debited as of the date paid.
(f) Loan transactions are reflected as of the transaction date (or
on a weighted basis for loan repayments).
(g) Investment exchanges are debited and credited as of the last
day of the valuation period.
(h) Forfeitures continue to be credited with investment gains or
losses and are applied as of the last day of the Plan Year.

* * * * *

-40-
<PAGE> 41
EXECUTION PAGE

Name and EIN of Employer: MMI Products, Inc. 74-1622891
-------------------------------

Signed: /s/ Allan J. Goertz
-------------------------------------------------
Vice President

Name(s) of Trustee: Cullen Center Bank & Trust
--------------------------------------

Signed: /s/ Steven G. Marget
--------------------------------------------------
Vice President and Trust Officer

Name of Custodian: Not Applicable
---------------------------------------

Signed:
--------------------------------------------------

[Note: A Trustee is mandatory, but a Custodian is optional See Section 10.03 of
the Plan.]

Plan Number. The 3-digit plan number the Employer assigns to this Plan for
ERISA reporting purposes (Form 5500 Series) is: 001.

Use of Adoption Agreement. Failure to complete properly the elections in this
Adoption Agreement may result in disqualification of the Employer's Plan. The
3-digit number assigned to this Adoption Agreement (see page 1) is solely for
the Regional Prototype Plan Sponsor's recordkeeping purposes and does not
necessarily correspond to the plan number the Employer designated in the prior
paragraph.

Reliance on Notification Letter. The Employer may not rely on the Regional
Prototype Plan Sponsor's notification letter covering this Adoption Agreement.
For reliance on the Plan's qualification, the Employer must obtain a
determination letter from the applicable IRS Key District office.

-41-
<PAGE> 42
PARTICIPATION AGREEMENT
For Participation by Related Group Members (Plan Section 1.30)

The undersigned Employer, by executing this Participation Agreement, elects to
become a Participating Employer in the Plan identified in Section 1.03 of the
accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Agreement. The Participating Employer accepts, and agrees to
be bound by, all of the elections granted under the provisions of the Prototype
Plan as made by MMI Products, Inc., the Signatory Employer to the Execution
Page of the Adoption Agreement.

1. The Effective Date of the undersigned Employer's participation
in the designated Plan is: January 1, 1989 Plan.

2. The undersigned Employer's adoption of this Plan constitutes:

[X] (a) The adoption of a new plan by the Participating
Employer.

[ ] (b) The adoption of an amendment and restatement of
a plan currently maintained by the Employer,
identified as __________________, and having an
original effective date of ___________.

Dated this ____ day of ____________, 1992.

Name of Participating Employer: Anchor Die Cast, Inc.
---------------------

Signed: /s/ Allan J. Goertz
----------------------------------------------
Vice President

Participating Employer's EIN: 76-0667517

Acceptance by the Signatory Employer to the Execution Page of the Adoption
Agreement and by the Trustee.

Name of Signatory Employer: MMI Products, Inc.
--------------------------

Accepted: 12/21/92
-----------------
[Date] Signed: /s/ Allan J. Goertz
----------------------------------------------
Vice President

Name(s) of Trustee: Cullen Center Bank & Trust
----------------------------------

Accepted: 12/18/92
-----------------
Signed: /s/ Steven G. Marget
------------------------------------------
Vice President and Trust Officer

-42-
<PAGE> 43
[Note: Each Participating Employer must execute a separate Participation
Agreement. See the Execution Page of the Adoption Agreement for important
Prototype Plan information.]

-43-
<PAGE> 44
EMPLOYER ADMINISTRATIVE ELECTIONS

The Prototype Plan permits the adopting employer (or the advisory committee) to
make certain administrative elections not reflected in the Adoption Agreement.
The following lists those administrative elections, which may be changed in the
future by action of the employer or the advisory committee.

1. Section 1.09. Definition of highly compensated employee. The plan
permits the employer to make a calendar year election for purposes of
identifying highly compensated employees.

[ ] The plan will use the calendar year election.
[X] The plan will not use the calendar year election.

2. Section 1.12(B) - Nondiscrimination definition of compensation. When
testing discrimination under the plan, the plan permits the employer
to elect to "gross up" an employee's compensation by the amount of his
elective contributions for the year.

[X] The plan will "gross up" compensation for elective
contributions.
[ ] The plan will exclude elective contributions.

(Note: This election solely is for purposes of testing
discrimination. The election does not affect the employer's election
under Options (a) or (b) of Adoption Agreement Section 1.12. The
elections under Adoption Agreement Section 1.12 apply to the
definition of compensation for purposes of making allocations of
employer contributions and participant forfeitures.)

3. Section 4.03. Rollover contributions

[X] The plan accepts rollover contributions.
[ ] The plan does not accept rollover contributions.

5. Section 8.10. If the trustee agrees, the plan authorizes participant
direction of investment. The adopting employer, the advisory
committee and the trustee should agree to the conditions and
limitations of participant direction of investment.

[X] The plan will permit participant direction of investments.
(See attached Policy)
[ ] The plan will not permit participant direction of investments.

6. Section 9.04. The plan authorizes the advisory committee to adopt a
written loan policy to permit participant loans.

[X] The plan will permit participant loans. (See attached Policy)
[ ] The plan will not permit participant loans.

-44-
<PAGE> 45
7. Section 11.01. The plan may invest in life insurance on behalf of a
participant's account. subject to participant consent.

[ ] The plan will invest in life insurance contracts.
[X] The plan will not invest in life insurance contracts, except
those policies that were in effect on December 1, 1987.

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<PAGE> 46
PLAN INVESTMENT POLICY

The following language, extracted from the Summary Plan Description, describes
the investment funds and rules regarding Participant direction of the
investment of their accounts:

Q. Who decides how my accounts are to be invested?

A. You direct the investment of your accounts among one or more of the
following investment funds that have been established by the Trustee.

A Stock Fund which has the objective of providing a hedge against
inflation through capital appreciation by investing in the stocks of
major U. S. Corporations. The goal is to provide investment returns
that match those of the Standard & Poor's 500 stocks over the long
term but with less annual volatility. The fund invests in undervalued
common stocks and increases or decreases cash equivalent reserves in
anticipation of major market cycles.

A Bond Fund which has the objective of providing high total returns
for tax exempt portfolios by utilizing debt securities of the U. S.
Government, its agencies and investment grade private corporations.
The goal is to outperform the Shearson Lehman Government/Corporate
Bond Index over a five-year period with less volatility. The fund is
actively managed to take advantage of short-term inefficiencies in the
debt market and perceived changes in interest rates.

A Guaranteed Fund which has the objective of providing a high rate of
interest coupled with the greatest safety against the loss of
principal by utilizing money market funds and/or insurance company
guaranteed investment contracts. This fund provides the maximum
protection against loss of principal.

A Balanced Fund which is a special fund that is invested in common
stocks, notes and bonds, and short-term debt instruments. The asset
mix of the Balanced Fund (i.e., the portion of the fund that is
invested in the different types of investments) is determined by the
Trustee based on their expectation of future market conditions. The
Balanced Fund is most appropriate for those who want the Trustee to
have total investment management responsibility including asset mix
selection.

Q. How much can I put in each fund?

A. You can designate the percentage of your Accounts to be invested in
one, all, or any combination of the four funds.

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<PAGE> 47
Q. Can I change my investment decision?

A. You can change the investment of your existing account balances as
frequently as every March 31, June 30, September 30 and December 31 by
making sure the Committee receives the Change Form at least 15 days in
advance.

Also, you can change the investment of your future savings and Company
contributions as of the first day of the following quarter by making
sure the Committee receives the Change Form at least 15 days in
advance.

Q. Must my new savings and Company contributions be invested the same as
my existing account balances are invested?

A. You do not need to have future savings and Company contributions
invested the same way as your existing account balances.

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<PAGE> 48
LOAN POLICY

The following language, extracted from the Summary Plan Description, describes
the Plan's Loan Policy:

Q. Can I borrow from my accounts?

A. You may borrow up to 50% of the vested balance in your Accounts as of
the end of the prior plan quarter, but not more than $50,000 (reduced
by the highest loan balance in the previous 12 months), an not less
than $1,000. This means that your vested Accounts in the plan must be
at least $2,000 before you can obtain a loan.

Q. What kinds of loans are available?

A. There are two kinds of loans that are available from this Plan:

- A Regular Loan.
- A Home Loan to purchase your principal residence.

Q. How many loans can I have at one time?

A. You can have only one Regular Loan outstanding at any time. If you
have a Regular Loan and want another one, you must pay off the first
loan before getting a new loan. You can have one Home Loan in
addition to a Regular Loan.

Q. How do I apply for a loan?

A. Loan Application Forms are available from Payroll. The Loan
Application Form must be sent to the Committee at least 10 days in
advance of the effective date of the loan. You must sign a Promissory
Note agreeing to pay back the loan in monthly installments.

Q. What are the loan terms?

A. Regular Loans are made at the Trustee's Prime Rate of interest at the
time of the loan plus 1%. The length of a Regular loan can be for up
to 5 years, except that the minimum (weekly, semi-monthly, or monthly)
repayment amount is 5% of your basic (weekly, semi-monthly, or
monthly) compensation.

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<PAGE> 49
Home Loans are made for up to 30 years at a fixed interest rate set
forth by the Federal National Mortgage Association (Fannie Mae) for
standard conventional 30 year fixed rate-mortgages. The length of a
Home loan can be for up to 30 years, except that the minimum (weekly,
semi-monthly, or monthly) repayment amount is 5% of your basic
(weekly, semi-monthly, or monthly) compensation.

There currently is a loan fee of $125 to pay for the costs to set up a
loan and administer it. This amount will be added to the amount you
borrow and will be paid by the Trustee directly to the Firm that keeps
the records of the plan for the Company. For example, If you want a
Regular Loan for $3,000, your loan will be for $3,125 and you will
receive a check for $3,000 and the recordkeeping Firm will receive a
check for $125.

Q. What collateral do I need to put up for a loan from my Accounts?

A. Your loans are secured by 50% of your vested interest in your Accounts
under the Plan and no other collateral is required.

Q. From what investment funds can I borrow?

A. The loan will be taken from each of your investment funds
proportionately unless you specify the investment funds from which you
want your loan to be made.

Q. How are loans repaid?

A. Loan payments (consisting of principal and interest) will be deducted
from your paychecks, and will be credited to your Accounts under the
plan in accordance with the investment directives you have made. If
you are on a temporary leave of absence or lay-off, you will remit
your loan payment checks to the Company to send to the Trustee.

Q. What is a Default?

A. If you fail to make a loan payment when due, you will be deemed to be
in default under the Promissory Note you signed to obtain the loan.
If all principal and interest due is not paid within 3 months after
the default the Committee shall instruct the Trustee to issue a Form
1099 to you indicating a taxable distribution was made. In the event
of default the Committee will instruct the Trustee to foreclose upon
the loan security on the first day of the calendar quarter following
your termination of employment. The outstanding loan balance and
accrued interest will be deducted from your settlement.

-49-
<PAGE> 50
AMENDMENT #1

The MMI Products, Inc. 401(k) Savings Plan is hereby amended by substituting
Article 1.29, a copy of which is attached, effective March 31, 1995.

MMI PRODUCTS, INC.

/s/ Julius S. Burns
---------------------------------------
Julius S. Burns, President

<PAGE> 51

[Note: On the blank line, insert "daily," "weekly," "semi-monthly payroll
periods" or "monthly."]

1.29 SERVICE FOR PREDECESSOR EMPLOYER. In addition to the predecessor
service the Plan must credit by reason of Section 1.29 of the Plan, the Plan
credits Service with the following predecessor employer(s): Ivy Steel Products
Corporation, Merchants Metals Inc., Semmerling Fence & Supply, Inc. & Pioneer
Fence & Pipe, lnc.. Service with the designated predecessor employer(s)
applies: (Choose at least one of (a) or (b); (c) is available only in addition
to (a) or (b))

[X] (a) For purposes of participation under Article II.

[X] (b) For purposes of vesting under Article V.

[ ] (c) Except the following Service: ___________________________. __________

[Note: If the Plan does not credit any predecessor service under this
provision, insert "N/A " in the first blank line. The Employer may attach a
schedule to this Adoption Agreement, in the same format as this Section 1.29,
designating additional predecessor employers and the applicable service
crediting elections.]

1.31 LEASED EMPLOYEES. If a Leased Employee is a Participant in the
Plan and also participates in a plan maintained by the leasing organization:
(Choose (a) or (b))

[X] (a) The Advisory Committee will determine the Leased Employee's
allocation of Employer contributions under Article III without taking
into account the Leased Employee's allocation, if any, under the
leasing organization's plan.

[ ] (b) The Advisory Committee will reduce a Leased Employee
allocation of Employer nonelective contributions (other than
designated qualified nonelective contributions) under this Plan by
the Leased Employee's allocation under the leasing organization's
plan, but only to the extent that allocation is attributable to the
Leased Employee's service provided to the Employer. The leasing
organization's plan:

[ ] (1) Must be a money purchase plan which would satisfy the
definition under Section 1.31 of a safe harbor plan,
irrespective of whether the safe harbor exception applies.

[ ] (2) Must satisfy the features and, if a defined benefit
plan, the method of reduction described in an addendum to this
Adoption Agreement, numbered 1.31.

ARTICLE II
EMPLOYEE PARTICIPANTS

2.01 ELIGIBILITY.

ELIGIBILITY CONDITIONS. To become a Participant in the Plan, an Employee must
satisfy the following eligibility conditions: (Choose (a) or (b) or both; (c)
is optional as an additional election)

[X] (a) Attainment of age 21 (specify age, not exceeding 21).

<PAGE> 52

[X] (b) Service requirement (Choose one of (1) through (3))

[X] (1) One Year of Service.

[ ] (2) __ months (not exceeding 12) following the Employee's
Employment Commencement Date.

<PAGE> 53
AMENDMENT NO. TWO
TO THE
MMI PRODUCTS, INC. 401(K) SAVINGS PLAN

The MMI Products, Inc. 401(k) Savings Plan is hereby amended,
effective as of July 31, 1996, with regard to the Sivaco/National Wire Group of
Atlantic Steel Industries, Inc., as of October 14, 1996, with regard to Gateway
Construction Company, Inc., and as of November 1, 1996, with regard to DSM
Corporation d/b/a Florida Wire Products, by the addition of certain predecessor
employers under Section 1.29 of the Adoption Agreement, and by the addition of
different effective date provisions applicable to such employers under
subsection (b) of the EFFECTIVE DATE ADDENDUM, each to read as follows:

FIRST

1.29 SERVICE FOR PREDECESSOR EMPLOYER. In addition to the predecessor
service the Plan must credit by reason of Section 1.29 of the Plan, the Plan
credits Service with the following predecessor employers: Sivaco/National Wire
Group of Atlantic Steel Industries, Inc., DSM Corporation d/b/a Florida Wire
Products and Gateway Construction Company, Inc. Service with the designated
predecessor employer(s) applies: (Choose at least one of (a) or (b); (c) is
available only in addition to (a) or (b))

[x] (a) For purposes of participation under Article II.

[x] (b) For purposes of vesting under Article V.

[ ] (c) Except the following Service: ___________________________________

SECOND

[x] (b) ELIGIBILITY CONDITIONS. The eligibility conditions specified in
Adoption Agreement Section 2.01 are effective for Plan Years
beginning after December 31, 1989 with respect to the former
Merchants Metals, Inc. Capital Accumulation Plan. Former
employees of the Sivaco/National Wire Group of Atlantic Steel
Industries, Inc., who are participants in the National Wire
Products Tax Incentive Savings Plan as of July 31, 1996, and of
DSM Corporation d/b/a Florida Wire Products who are participants
in the Florida Wire Products 401(k) Retirement Plan as of
November 1, 1996, will enter the Plan immediately upon
employment with MMI Products, Inc. All other employees of
Sivaco/National Wire Group of Atlantic Steel Industries, Inc.,
DSM Corporation d/b/a Florida Wire Products will enter the Plan
on the entry date following the date the employee meets the
eligibility requirements.

<PAGE> 54

IN WITNESS WHEREOF, the Company has caused this Amendment No. Two to
be duly executed by its duly authorized officer this 31st day of December,
1996.

MMI PRODUCTS, INC.

By: /s/ Robert N. Tenczar
---------------------------------
Its: Vice President

<PAGE> 55

AMENDMENT NO. THREE
TO THE MMI PRODUCTS, INC. 401(k) SAVINGS PLAN

AMENDMENT MADE this 30th day of January, 1997, by MMI Products, Inc.
(the "Company") to be effective as of January 31, 1997.

WITNESSETH

WHEREAS, the Company maintains the MMI Products, Inc. 401(k) Savings
Plan (the "Plan");

WHEREAS, the Plan was amended and restated effective January 1, 1988,
by execution of an Adoption Agreement pursuant to which the Company became a
participating employer in the Advanced Retirement Plans of America Incorporated
Defined Contribution Prototype Plan (the "Adoption Agreement");

WHEREAS, the Company desires to amend the Plan, effective January 31,
1997, in connection with the acquisition by the Company of certain assets of
Atlantic Steel Industries, Inc., and the acceptance by the trust maintained
pursuant to the Plan of assets from the trust maintained pursuant to the
National Wire Products Tax Incentive Savings Plan and to change the dates on
which a participant may receive a distribution following separation from
service;

WHEREAS, under section 13.1 of the Plan, the Company has reserved the
right to amend the Plan;

NOW, THEREFORE, the Plan is hereby amended as follows:

1. Section 6.03 is hereby amended to provide that a
participant may elect to commence distribution of his nonforfeitable accrued
benefit as of any distribution date following his separation from service by
deleting the selection of Section 6.03(b)(6) in the Adoption Agreement and
replacing the section of Section 6.03(b)(2) therefore.

2. Appendix B, a copy of which is attached hereto, is
hereby adopted and made part of the Plan.

<PAGE> 56
IN WITNESS WHEREOF, the Company has caused this Amendment No.
Three to be duly executed by its duly authorized officer this 30th day
of January, 1997.

MMI PRODUCTS, INC.

By: /s/ Robert N. Tenczar
----------------------------
Its: Vice President
---------------------------

<PAGE> 57
APPENDIX B

A. Applicability of Appendix

This Appendix B forms part of the MMI Products, Inc. Savings Plan (the
"Plan") as in effect on and after January 31, 1997. Terms used in this Appendix
B shall have the meaning provided in the Plan, unless the context clearly
dictates otherwise. The provisions of this Appendix B shall apply to National
Wire Participants to the extent provided herein.

Notwithstanding anything herein to the contrary, no provision of this
Appendix B shall reduce any National Wire Participant's vested accrued benefits
and shall be consistent with the provisions of sections 411(d)(6) of the Code.
If the provisions of this Appendix B would reduce a National Wire Participant's
vested accrued benefit in his National Wire Subaccount, determined as of
January 31, 1997, then such National Wire Participant's vested accrued benefit
in his National Wire Subaccount, determined as of such date, shall be
determined in accordance with the provisions in effect under the National Wire
Plan as of January 31, 1997.

B. Definitions

1. "National Wire Participant" means a Participant on whose
behalf a National Wire Subaccount is maintained.

2. "National Wire Plan" means the National Wire Products Tax
Incentive Savings Plan.

3. "National Wire Subaccounts" means the Account(s) established
and maintained on behalf of Participants who were participants in the National
Wire Plan with respect to amounts transferred as of January 31, 1997, from the
National Wire Plan to the Trust pursuant to agreement between the Employer and
Atlantic Steel Industries, Inc.

C. Distributions in Event of Default on Loans

1. Loans: In the event that a National Wire Participant defaults
on a loan and a portion of such loan is secured by the balance in such
participant's National Wire Subaccount, the Plan shall foreclose on so much of
the National Wire Participant's National Wire Subaccount as is collateral for
the loan. First, the Plan shall foreclose on any amounts attributable to
Rollover Contributions, and then on other amounts held in the National Wire
Subaccount to the extent such amounts are otherwise available for distribution
under the Plan.

<PAGE> 58
2. Distributions of Benefits Accrued Under the Plan: Any benefits
accrued on behalf of a National Wire Participant under the Plan after January
31, 1997, shall be distributed in accordance with the provisions of the Plan
rather than in accordance with this Appendix B.

D. Vesting

1. A National Wire Participant shall be 100% vested in the
Accrued Benefit in his National Wire Subaccount.

2. Notwithstanding anything in Section 5.03 of the Plan to the
contrary, a National Wire Participant with no fewer than three (3) years of
credited service prior to January 31, 1997, shall continue under the prior
vesting schedule, which provided that a participant shall have a 100% vested
interest in the amounts credited to or allocable to his accounts.

<PAGE> 1
EXHIBIT 10.9
NON-COMPETITION AGREEMENT

This Non-Competition Agreement (the "AGREEMENT") is made and entered
into as of the 31 day of December, 1994, between Julius S. Burns ("BURNS") and
MMI Products, Inc., a Delaware corporation (the "COMPANY").

W I T N E S S E T H:

WHEREAS, the Company is presently engaged in and intends to continue
engaging in the manufacture and marketing of welded wire fabric and drawn wire
and other activities in the United States of America (as such business is
conducted on the date hereof, the "WIRE MESH BUSINESS");

WHEREAS, the Company is also presently engaged in and intends to
continue engaging in the manufacture and marketing of bar supports and other
wire products for the concrete construction industry and other activities in
the United States of America (as such business is conducted on the date hereof,
the "CONCRETE ACCESSORIES BUSINESS");

WHEREAS, Burns and the Company have entered into that certain Employment
Agreement (herein so called) of even date herewith;

WHEREAS, Burns will have access to certain trade secrets and
confidential information (the "CONFIDENTIAL INFORMATION") of the Company and of
corporations affiliated with the Company, and the Confidential Information
constitutes valuable, special and unique property of the Company and such other
corporations;

WHEREAS, the Company will be irreparably harmed if the Confidential
Information is disclosed to any person or entity;

WHEREAS, the Company will be irreparably harmed if, within the period
set forth below, Burns or any affiliate directly or indirectly competes with
the businesses engaged in by the Company (except as expressly permitted
herein); and

WHEREAS, in order to assure that Burns will not benefit unfairly from
his association with the Company and that he will not undermine the value of
the stock of the Company's parent corporation, Merchants Metals Holding
Company, a Delaware corporation ("HOLDING") and the business of the Company,
the Company and the Company's shareholders who, together with Burns and
Holding, are parties to a Shareholders' Agreement dated as of July 31, 1989,
require that Burns be bound by certain non-competition covenants at the time he
ceases employment with the Company;

NOW, THEREFORE, in consideration of the premises, the parties agree as
follows:

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<PAGE> 2
1. Covenants.

(a) Disclosure of Information. Burns will not, during or
after the term of his employment, disclose any of the Confidential Information
to any person or entity for any reason or purpose whatsoever, except as may be
required by law.

(b) Agreement Not to Compete. Following the termination of
his employment with the Company pursuant to Section 6 of the Employment
Agreement, Burns agrees that for a period of two years neither he nor any
affiliate shall, either in his own behalf or as a partner, officer, director,
employee, agent or shareholder (other than as the holder of less than 5% of the
outstanding voting capital stock of any corporation with a class of equity
security registered under the Securities Act of 1934, as amended) engage in,
invest in or render services to any person or entity engaged in the Wire Mesh
Business, the Concrete Accessories Business, or any businesses in which the
Company is engaged at the date of termination and situated within any states of
the United States of America in which the Company has made sales during the 12
months immediately preceding termination ("COMPETITIVE BUSINESS"); provided
that if Burns is terminated pursuant to Section 6.3 of the Employment
Agreement, the foregoing restriction will apply only for a period of one year,
plus the number of months that the Company elects at its sole option (which may
be zero but in no event greater than 12 months) to pay monthly severance
payments equal to Burns' monthly Base Compensation to Burns after the
expiration of such one-year period. Nothing contained in this Section shall be
construed as restricting Burns' right to sell or otherwise dispose of any
business or investments owned or operated by Burns as of the date of
termination.

(c) Agreement Not to Solicit Employees. Following the
termination of his employment with the Company, Burns agrees that for a period
of two years neither he nor any affiliate shall, either alone or on behalf of
any business engaged in a Competitive Business, solicit or induce, or in any
manner attempt to solicit or induce, any person employed by, or any agent of,
the Company to terminate his contract of employment or agency, as the case may
be, with the Company (other than Burns' secretary).

(d) The parties agree that the remedy at law for the breach of
any provision of this Section 1 will be inadequate and that, in addition to any
other remedies it may have in the event of breach, the company shall be
entitled to temporary and permanent injunctive relief to prevent Burns'
continued breach of such provisions without the necessity of proving actual
damage. The covenants in this Agreement are independent, and the existence of
any claim or cause of action of Burns or any of his affiliates against the
Company, whether predicated on this Agreement or otherwise, shall not
constitute a defense to the enforcement of this Agreement by the Company.

2. Integration. This Agreement represents the entire
understanding and agreement between the parties hereto with respect to the
subject matter hereof, and all other written or oral agreements relating to the
subject matter hereof are hereby superseded.

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<PAGE> 3
3. Amendment; Waiver. No modification or amendment hereof shall be
valid and binding, unless it be in writing and signed by the parties hereto.
The waiver of any provision hereof shall be effective only in the specific
instance and for the particular purpose for which it was given. No failure to
exercise, and no delay in exercising, any right or power hereunder shall
operate as a waiver thereof.

4. Benefit; Assignment. This Agreement shall inure to the benefit
of and shall be binding upon the parties hereto and their respective successors
and assigns. The rights of the Company hereunder are assignable in whole or in
part to any person or entity that acquires the Wire Mesh Business or the
Concrete Accessories Business.

5. Reasonableness of Restrictions. Burns has reviewed and carefully
considered the provisions of this Agreement with advice of counsel of his
choice and, having done so, agrees that the restrictions set forth herein are
fair and reasonably required for the protection of the interests of the
Company.

6. Invalid Provisions. If any provision of this Agreement is held
to be illegal, invalid or unenforceable under present or future laws effective
during the term of this Agreement, such provision shall be fully severable;
this Agreement shall be construed and enforced as if such illegal, invalid or
unenforceable provision had never comprised a part of this Agreement; and the
remaining provisions of this Agreement. Furthermore, in lieu of each such
illegal, invalid or unenforceable provision there shall be added automatically
as a part of this Agreement a provision as similar in terms to such illegal,
invalid or unenforceable provision as may be possible and be legal, valid and
enforceable.

7. Governing Law. This Agreement has been entered into in the State
of Texas and shall be construed in accordance with, and governed by, the laws
of the State of Texas excluding the conflicts of law rules of the State of
Texas.

8. Costs. If any action at law or in equity is necessary to enforce
or interpret the terms of this Agreement, the prevailing party shall be
entitled to reasonable attorney's fees, costs and necessary disbursements in
addition to any other relief to which it may be entitled.

9. Remedies Cumulative. No remedy conferred by any of the specific
provisions of this Agreement is intended to be exclusive of any other remedy,
and each and every remedy shall be cumulative and shall be in addition to every
other remedy given hereunder or now or hereafter existing at law or in equity
or by statute or otherwise. The election of any one or more remedies by any
party hereto shall not constitute a waiver of the right to pursue other
available remedies.

10. Affiliates. As used herein, the term "affiliate" means any
person or entity controlling, controlled by, or under common control with, the
subject person or entity.

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<PAGE> 4
11. Multiple Counterparts. This Agreement may be executed in a
number of identical counterparts, each of which for all purposes will be deemed
an original, and all of which will constitute collectively, one Agreement; but
in making proof of this Agreement, it shall not be necessary to produce or
account for more than one such counterpart.

12. Cumulative Rights. The rights of the parties under this
Agreement are cumulative and in addition to all similar and other rights of the
parties under other agreements between them, or among them and others.

13. Headings. The headings of the paragraphs of this Agreement have
been inserted for convenience of reference only and shall in no way restrict or
modify any of the terms or provisions hereof.

14. Entire Agreement; Modification. This Agreement contains the
entire agreement between the parties and supersedes all prior agreements and
understandings, oral or written, with respect to the transactions contemplated
herein, including the Non-Competition Agreement dated December 13, 1988,
between Burns and the Company's predecessor.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

EMPLOYER;

MMI PRODUCTS, INC.

By: /s/ Thomas F. McWilliams
---------------------------------
Thomas F. McWilliams,
Director

EMPLOYEE:

/s/ Julius S. Burns
-------------------------------------
Julius S. Burns

<PAGE> 1
EXHIBIT 10.10
MMI PRODUCTS, INC.

INDEMNIFICATION AGREEMENT

THIS AGREEMENT ("Agreement") is entered into as of April 11, 1997
(the "Effective Date"), between MMI Products, Inc., a Delaware corporation (the
"Company"), and Julius S. Burns ("Indemnitee").

RECITALS

A. Highly competent and experienced persons are becoming more
reluctant to serve corporations as directors, executive officers or in other
capacities unless they are provided with adequate protection through insurance
and adequate indemnification against inordinate risks of claims and actions
against them arising out of their service to and activities on behalf of the
corporation.

B. The Board of Directors of the Company (the "Board") has
determined that the inability to attract and retain such persons would be
detrimental to the best interests of the Company and its stockholders and that
the Company should act to assure such persons that there will be increased
certainty of such protection in the future.

C. The Board has also determined that it is reasonable,
prudent and necessary for the Company contractually to obligate itself to
indemnify such persons to the fullest extent permitted by applicable law so
that they will serve or continue to serve the Company free from undue concern
that they will not be so indemnified.

D. Indemnitee is willing to serve, continue to serve and to
take on additional service for or on behalf of the Company on the condition
that he be so indemnified.

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

ARTICLE I

CERTAIN DEFINITIONS

As used herein, the following words and terms shall have the
following respective meanings:

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<PAGE> 2
"Change in Control" means a change in control of the Company
occurring after the Effective Date of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in
response to any similar item on any similar schedule or form) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), whether or
not the Company is then subject to such reporting requirement; provided,
however, that, without limiting the generality of the foregoing, a Change in
Control shall be deemed to have occurred (irrespective of the applicability of
the initial clause of this definition) if at any time after the Effective Date
(a) any "person" (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act), other than a Permitted Holder (as defined herein), is or becomes
the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing 50% or more
of the combined voting power of the Company's then outstanding securities
without the prior approval of at least two-thirds of the members of the whole
Board in office immediately prior to such person attaining such percentage
interest; or (b) the Company is a party to a merger, consolidation, share
exchange, sale of assets or other reorganization, or a proxy contest, as a
consequence of which members of the Board in office immediately prior to such
transaction or event constitute less than a majority of the whole Board
thereafter.

"Claim" means an actual or threatened claim or request for
relief.

"Corporate Status" means the status of a person who is or was a
director, nominee for director, officer, employee, agent or fiduciary of the
Company (including any predecessors to the Company), or of any other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise which such person is or was serving at the request of the Company.

"Disinterested Director," with respect to any request by
Indemnitee for indemnification hereunder, means a director of the Company who
neither is nor was a party to the Proceeding or subject to a Claim, issue or
matter in respect of which indemnification is sought by Indemnitee.

"DGCL" means the Delaware General Corporation Law and any
successor statute thereto as either of them may be amended from time to time.

"Expenses" means all attorneys' fees, retainers, court costs,
transcript costs, fees of experts, witness fees, travel expenses, duplicating
costs, printing and binding costs, telephone charges, postage, delivery service
fees and all other disbursements or expenses of the types customarily incurred
in connection with prosecuting, defending, preparing to prosecute or defend,
investigating or being or preparing to be a witness in, or participating in
(including on appeal), a Proceeding.

"Independent Counsel" means a law firm, or a member of a law
firm, that is experienced in matters of corporation law and neither
contemporaneously is, nor in the five years theretofore has been, retained to
represent (a) the Company or Indemnitee in any matter material

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<PAGE> 3
to either such party, (b) any other party to the Proceeding giving rise to a
claim for indemnification hereunder or (c) the beneficial owner, directly or
indirectly, of securities of the Company representing 50% or more of the
combined voting power of the Company's then outstanding voting securities
(other than, in each such case, with respect to matters concerning the rights
of Indemnitee under this Agreement, or of other indemnitees under similar
indemnification agreements). Notwithstanding the foregoing, the term
"Independent Counsel" shall not include any person who, under the applicable
standards of professional conduct then prevailing, would have a conflict of
interest in representing either the Company or Indemnitee in an action to
determine Indemnitee's rights under this Agreement.

"person" shall have the meaning ascribed to such term in Sections
13(d) and 14(d) of the Exchange Act.

"Permitted Holders" means Citicorp Venture Capital, Ltd. and its
affiliates, and any current or past full-time members of senior management of
the Company who acquire stock of the Company through management stock purchase
or option plans and any of their affiliates.

"Proceeding" means any threatened, pending or completed action,
suit, arbitration, investigation, alternate dispute resolution mechanism,
administrative hearing or any other proceeding, whether civil, criminal,
administrative, arbitrative or investigative and whether or not based upon
events occurring, or actions taken, before the date hereof (except any of the
foregoing initiated by Indemnitee pursuant to Article VI or Section 7.8 hereof
to enforce his rights under this Agreement), and any inquiry or investigation
that could lead to, and any appeal in or related to, any such action, suit,
arbitration, alternative dispute resolution mechanism, hearing or proceeding.

ARTICLE II

SERVICES BY INDEMNITEE

Section 2.1 Services. Indemnitee agrees to serve, or continue
to serve, as President, Chief Executive Officer and Director of the Company.
Indemnitee may from time to time also agree to serve, as the Company may
request from time to time, as a director, officer, employee, agent or fiduciary
of another corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise. Indemnitee and the Company each acknowledge that
they have entered into this Agreement as a means of inducing Indemnitee to
serve, or continue to serve, the Company in such capacities. Indemnitee may at
any time and for any reason resign from such position or positions (subject to
any other contractual obligation or any obligation imposed by operation of
law). The Company shall have no obligation under this Agreement to continue
Indemnitee in any such position or positions.

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<PAGE> 4
ARTICLE III

INDEMNIFICATION

Section 3.1 General. The Company shall indemnify, and advance
Expenses to, Indemnitee to the fullest extent permitted by applicable law in
effect on the date hereof and to such greater extent as applicable law may
thereafter from time to time permit. The rights of Indemnitee provided under
the preceding sentence shall include, but shall not be limited to, the right to
be indemnified and to have Expenses advanced in all Proceedings to the fullest
extent permitted by Section 145 of the DGCL. The provisions set forth in this
Agreement are provided in addition to and as a means of furtherance and
implementation of, and not in limitation of, the obligations expressed in this
Article III.

Section 3.2 Proceedings Other Than by or in Right of the
Company. Indemnitee shall be entitled to indemnification pursuant to this
Section 3.2 if, by reason of his Corporate Status, he was, is or is threatened
to be made, a party to any Proceeding, other than a Proceeding by or in the
right of the Company. Pursuant to this Section 3.2, the Company shall
indemnify Indemnitee against Expenses, judgments, penalties, fines and amounts
paid in settlement (including all interest, assessments and other charges paid
or payable in connection with any such Expenses, judgments, penalties, fines
and amounts paid in settlement) actually and reasonably incurred by him or on
his behalf in connection with such Proceeding or any Claim, issue or matter
therein, if he acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the Company, and with respect to any
criminal Proceeding, had no reasonable cause to believe his conduct was
unlawful. Nothing in this Section 3.2 shall limit the benefits of Section 3.1
or any other Section hereunder.

Section 3.3 Proceedings by or in Right of the Company.
Indemnitee shall be entitled to indemnification pursuant to this Section 3.3
if, by reason of his Corporate Status, he was, is or is threatened to be made,
a party to any Proceeding brought by or in the right of the Company to procure
a judgment in its favor. Pursuant to this Section 3.3, the Company shall
indemnify Indemnitee against Expenses actually and reasonably incurred by him
or on his behalf in connection with such Proceeding or any Claim, issue or
matter therein, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company.
Notwithstanding the foregoing, no indemnification against such Expenses shall
be made in respect of any Claim, issue or matter in such Proceeding as to which
Indemnitee shall have been adjudged to be liable to the Company if applicable
law prohibits such indemnification; provided, however, that, if applicable law
so permits, indemnification against such Expenses shall nevertheless be made by
the Company in such event if and only to the extent that the Court of Chancery
of the State of Delaware or other court of competent jurisdiction (the
"Court"), or the court in which such Proceeding shall have been brought or is
pending, shall so determine. Nothing in this Section 3.3 shall limit the
benefits of Section 3.1 hereof or any other Section hereunder.

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ARTICLE IV

EXPENSES

Section 4.1 Expenses of a Party Who Is Wholly or Partly
Successful. Notwithstanding any other provision of this Agreement to the
contrary (except as set forth in Section 7.2(c) or 7.6 hereof), and without a
requirement for any determination described in Section 5.2 hereof, the Company
shall indemnify Indemnitee against all Expenses actually and reasonably
incurred by him or on his behalf in connection with any Proceeding to which
Indemnitee was or is a party by reason of his Corporate Status and in which
Indemnitee is successful, on the merits or otherwise. If Indemnitee is not
wholly successful, on the merits or otherwise, in a Proceeding but is
successful, on the merits or otherwise, as to any Claim, issue or matter in
such Proceeding, the Company shall indemnify Indemnitee against all Expenses
actually and reasonably incurred by him or on his behalf relating to each
successfully resolved Claim, issue or matter. For purposes of this Section 4.1
and without limitation, the termination of a Claim, issue or matter in a
Proceeding by dismissal, with or without prejudice, shall be deemed to be a
successful result as to such Claim, issue or matter.

Section 4.2 Expenses of a Witness or Non-Party.
Notwithstanding any other provision of this Agreement to the contrary, to the
extent that Indemnitee is, by reason of his Corporate Status, a witness or
otherwise participates in any Proceeding at a time when he is not a party in
the Proceeding, the Company shall indemnify him against all Expenses actually
and reasonably incurred by him or on his behalf in connection therewith.

Section 4.3 Advancement of Expenses. The Company shall pay all
reasonable Expenses incurred by or on behalf of Indemnitee in connection with
any Proceeding, whether brought by or in the right of the Company or otherwise,
in advance of any determination with respect to entitlement to indemnification
pursuant to Article V hereof within 15 days after the receipt by the Company of
a written request from Indemnitee requesting such payment or payments from time
to time, whether prior to or after final disposition of such Proceeding. Such
statement or statements shall reasonably evidence the Expenses incurred by
Indemnitee. Indemnitee hereby undertakes and agrees that he will reimburse and
repay the Company for any Expenses so advanced to the extent that it shall
ultimately be determined (in a final adjudication by a court from which there
is no further right of appeal or in a final adjudication of an arbitration
pursuant to Section 6.1 if Indemnitee elects to seek such arbitration) that
Indemnitee is not entitled to be indemnified by the Company against such
Expenses.

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ARTICLE V

PROCEDURE FOR DETERMINATION OF ENTITLEMENT
TO INDEMNIFICATION

Section 5.1 Request by Indemnitee. To obtain indemnification
under this Agreement, Indemnitee shall submit to the Company a written request,
including therein or therewith such documentation and information as is
reasonably available to Indemnitee and is reasonably necessary to determine
whether and to what extent Indemnitee is entitled to indemnification. The
Secretary or an Assistant Secretary of the Company shall, promptly upon receipt
of such a request for indemnification, advise the members of the Board in
writing that Indemnitee has requested indemnification.

Section 5.2 Determination of Request. Upon written request by
Indemnitee for indemnification pursuant to the first sentence of Section 5.1
hereof, a determination, if required by applicable law, with respect to
Indemnitee's entitlement thereto shall be made in the specific case as follows:

(a) If a Change in Control shall have occurred, by
Independent Counsel (selected in accordance with Section 5.3 hereof), in
a written opinion to the Board, a copy of which shall be delivered to
Indemnitee unless Indemnitee shall request that such determination be
made by the Disinterested Directors, in which case in the manner
provided for in clause (i) of paragraph (b) below;

(b) If a Change in Control shall not have occurred, (i) by
a majority vote of the Disinterested Directors, even though less than a
quorum of the Board, or (ii) if there are no Disinterested Directors, or
if such Disinterested Directors so direct, by Independent Counsel in a
written opinion to the Board, a copy of which shall be delivered to the
Indemnitee, or (iii) if Indemnitee and the Company mutually agree, by
the stockholders of the Company; or

If it is so determined that Indemnitee is entitled to indemnification
hereunder, payment to Indemnitee shall be made within 15 days after such
determination. Indemnitee shall cooperate with the person or persons making
such determination with respect to Indemnitee's entitlement to indemnification,
including providing to such person upon reasonable advance request any
documentation or information that is not privileged or otherwise protected from
disclosure and that is reasonably available to Indemnitee and reasonably
necessary for such determination. Any costs or expenses (including attorneys'
fees and disbursements) incurred by Indemnitee in so cooperating with the
person or persons making such determination shall be borne by the Company
(irrespective of the determination as to Indemnitee's entitlement to
indemnification), and the Company shall indemnify and hold harmless Indemnitee
therefrom.

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Section 5.3 Independent Counsel. If a Change in Control shall
not have occurred and the determination of entitlement to indemnification is to
be made by Independent Counsel, the Independent Counsel shall be selected by
(a) a majority vote of the Disinterested Directors, even though less than a
quorum of the Board or (b) if there are no Disinterested Directors, by a
majority vote of the Board, and the Company shall give written notice to
Indemnitee, within 10 days after receipt by the Company of Indemnitee's request
for indemnification, specifying the identity and address of the Independent
Counsel so selected. If a Change in Control shall have occurred and the
determination of entitlement to indemnification is to be made by Independent
Counsel, the Independent Counsel shall be selected by Indemnitee, and
Indemnitee shall give written notice to the Company, within 10 days after
submission of Indemnitee's request for indemnification, specifying the identity
and address of the Independent Counsel so selected (unless Indemnitee shall
request that such selection be made by the Disinterested Directors, in which
event the Company shall give written notice to Indemnitee, within 10 days after
receipt of Indemnitee's request for the Disinterested Directors to make such
selection, specifying the identity and address of the Independent Counsel so
selected). In either event, (i) such notice to Indemnitee or the Company, as
the case may be, shall be accompanied by a written affirmation of the
Independent Counsel so selected that it satisfies the requirements of the
definition of "Independent Counsel" in Article I and that it agrees to serve in
such capacity and (ii) Indemnitee or the Company, as the case may be, may,
within seven days after such written notice of selection shall have been given,
deliver to the Company or to Indemnitee, as the case may be, a written
objection to such selection. Any objection to selection of Independent Counsel
pursuant to this Section 5.3 may be asserted only on the ground that the
Independent Counsel so selected does not meet the requirements of the
definition of "Independent Counsel" in Article I, and the objection shall set
forth with particularity the factual basis of such assertion. If such written
objection is timely made, the Independent Counsel so selected may not serve as
Independent Counsel unless and until the Court has determined that such
objection is without merit. In the event of a timely written objection to a
choice of Independent Counsel, the party originally selecting the Independent
Counsel shall have seven days to make an alternate selection of Independent
Counsel and to give written notice of such selection to the other party, after
which time such other party shall have five days to make a written objection to
such alternate selection. If, within 30 days after submission of Indemnitee's
request for indemnification pursuant to Section 5.1 hereof, no Independent
Counsel shall have been selected and not objected to, either the Company or
Indemnitee may petition the Court for resolution of any objection that shall
have been made by the Company or Indemnitee to the other's selection of
Independent Counsel and/or for the appointment as Independent Counsel of a
person selected by the Court or by such other person as the Court shall
designate, and the person with respect to whom an objection is so resolved or
the person so appointed shall act as Independent Counsel under Section 5.2
hereof. The Company shall pay any and all reasonable fees and expenses
incurred by such Independent Counsel in connection with acting pursuant to
Section 5.2 hereof, and the Company shall pay all reasonable fees and expenses
incident to the procedures of this Section 5.3, regardless of the manner in
which such Independent Counsel was selected or appointed. Upon the due
commencement of any judicial proceeding or arbitration pursuant to Section 6.1
hereof, Independent Counsel shall be

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<PAGE> 8
discharged and relieved of any further responsibility in such capacity (subject
to the applicable standards of professional conduct then prevailing).

Section 5.4 Presumptions and Effect of Certain Proceedings.

(a) Indemnitee shall be presumed to be entitled to
indemnification under this Agreement upon submission of a request for
indemnification pursuant to Section 5.1 hereof, and the Company shall
have the burden of proof in overcoming that presumption in reaching a
determination contrary to that presumption. Such presumption shall be
used by Independent Counsel (or other person or persons determining
entitlement to indemnification) as a basis for a determination of
entitlement to indemnification unless the Company provides information
sufficient to overcome such presumption by clear and convincing
evidence.

(b) If the person or persons empowered or selected
under this Article V to determine whether Indemnitee is entitled to
indemnification shall not have made a determination within 60 days after
receipt by the Company of Indemnitee's request for indemnification, the
requisite determination of entitlement to indemnification shall be
deemed to have been made and Indemnitee shall be entitled to such
indemnification, absent (i) a knowing misstatement by Indemnitee of a
material fact, or knowing omission of a material fact necessary to make
Indemnitee's statement not materially misleading, in connection with
Indemnitee's request for indemnification, or (ii) a prohibition of such
indemnification under applicable law; provided, however, that such 60-
day period may be extended for a reasonable time, not to exceed an
additional 30 days, if the person making the determination with respect
to entitlement to indemnification in good faith requires such additional
time for the obtaining or evaluating of documentation and/or information
relating to such determination; provided further, that the 60-day
limitation set forth in this Section 5.4(b) shall not apply and such
period shall be extended as necessary (i) if within 30 days after
receipt by the Company of Indemnitee's request for indemnification under
Section 5.1 hereof Indemnitee and the Company have agreed, and the Board
has resolved, to submit such determination to the stockholders of the
Company pursuant to Section 5.2(b) hereof for their consideration at an
annual meeting of stockholders to be held within 90 days after such
agreement and such determination is made thereat, or a special meeting
of stockholders for the purpose of making such determination to be held
within 60 days after such agreement and such determination is made
thereat, or (ii) if the determination of entitlement to indemnification
is to be made by Independent Counsel, in which case the applicable
period shall be as set forth in Section 6.1(c) hereof.

(c) The termination of any Proceeding or of any Claim,
issue or matter by judgment, order, settlement (whether with or without
court approval) or conviction, or upon a plea of nolo contendere or its
equivalent, shall not by itself adversely affect the rights of
Indemnitee to indemnification or create a presumption that Indemnitee
did not act in good faith or in a manner that he reasonably believed to
be in or not opposed to the best

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<PAGE> 9
interests of the Company or, with respect to any criminal Proceeding,
that Indemnitee had reasonable cause to believe that his conduct was
unlawful. Indemnitee shall be deemed to have been found liable in
respect of any Claim, issue or matter only after he shall have been so
adjudged by the Court after exhaustion of all appeals therefrom.

ARTICLE VI

CERTAIN REMEDIES OF INDEMNITEE

Section 6.1 Indemnitee Entitled to Adjudication in an
Appropriate Court. If (a) a determination is made pursuant to Article V hereof
that Indemnitee is not entitled to indemnification under this Agreement, (b)
there has been any failure by the Company to make timely payment or advancement
of any amounts due hereunder, or (c) the determination of entitlement to
indemnification is to be made by Independent Counsel and such determination
shall not have been made and delivered in a written opinion within 90 days
after the latest of (i) such Independent Counsel's being appointed, (ii) the
overruling by the Court of objections to such counsel's selection or (iii)
expiration of all periods for the Company or Indemnitee to object to such
counsel's selection, Indemnitee shall be entitled to commence an action seeking
an adjudication in the Court of his entitlement to such indemnification or
advancement of Expenses. Alternatively, Indemnitee, at his option, may seek an
award in arbitration to be conducted by a single arbitrator pursuant to the
commercial arbitration rules of the American Arbitration Association.
Indemnitee shall commence such action seeking an adjudication or an award in
arbitration within 180 days following the date on which Indemnitee first has
the right to commence such action pursuant to this Section 6.1, or such right
shall expire. The Company shall not oppose Indemnitee's right to seek any such
adjudication or award in arbitration.

Section 6.2 Adverse Determination Not to Affect any Judicial
Proceeding. If a determination shall have been made pursuant to Article V that
Indemnitee is not entitled to indemnification under this Agreement, any
judicial proceeding or arbitration commenced pursuant to this Article VI shall
be conducted in all respects as a de novo trial or arbitration on the merits,
and Indemnitee shall not be prejudiced by reason of such initial adverse
determination. In any judicial proceeding or arbitration commenced pursuant to
this Article VI, Indemnitee shall be presumed to be entitled to indemnification
or advancement of Expenses, as the case may be, under this Agreement and the
Company shall have the burden of proof in overcoming such presumption and to
show by clear and convincing evidence that Indemnitee is not entitled to
indemnification or advancement of Expenses, as the case may be.

Section 6.3 Company Bound by Determination Favorable to
Indemnitee in any Judicial Proceeding or Arbitration. If a determination shall
have been made or deemed to have been made pursuant to Article V that
Indemnitee is entitled to indemnification, the Company shall be irrevocably
bound by such determination in any judicial proceeding or arbitration commenced
pursuant to this Article VI and shall be precluded from asserting that such
determination has not been made or that the procedure by which such
determination was made is not valid, binding and

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<PAGE> 10
enforceable, in each such case absent (a) a knowing misstatement by Indemnitee
of a material fact, or a knowing omission of a material fact necessary to make
a statement by Indemnitee not materially misleading, in connection with
Indemnitee's request for indemnification or (b) a prohibition of such
indemnification under applicable law.

Section 6.4 Company Bound by the Agreement. The Company shall
be precluded from asserting in any judicial proceeding or arbitration commenced
pursuant to this Article VI that the procedures and presumptions of this
Agreement are not valid, binding and enforceable and shall stipulate in any
such court or before any such arbitrator that the Company is bound by all the
provisions of this Agreement.

Section 6.5 Indemnitee Entitled to Expenses of Judicial
Proceeding. If Indemnitee seeks a judicial adjudication of or an award in
arbitration to enforce his rights under, or to recover damages for breach of,
this Agreement, Indemnitee shall be entitled to recover from the Company, and
the Company shall indemnify Indemnitee against, any and all expenses (of the
types described in the definition of Expenses in Article I hereof) actually and
reasonably incurred by him in such judicial adjudication or arbitration but
only if Indemnitee prevails therein. If it shall be determined in such
judicial adjudication or arbitration that Indemnitee is entitled to receive
part but not all of the indemnification or advancement of expenses or other
benefit sought, the expenses incurred by Indemnitee in connection with such
judicial adjudication or arbitration shall be equitably allocated between the
Company and Indemnitee. Notwithstanding the foregoing, if a Change in Control
shall have occurred, Indemnitee shall be entitled to indemnification under this
Section 6.5 regardless of whether Indemnitee ultimately prevails in such
judicial adjudication or arbitration.

ARTICLE VII

MISCELLANEOUS

Section 7.1 Non-Exclusivity. The rights of Indemnitee to
receive indemnification and advancement of Expenses under this Agreement shall
not be deemed exclusive of any other rights to which Indemnitee may at any time
be entitled under applicable law, the Certificate of Incorporation or Bylaws of
the Company, any other agreement, vote of stockholders or a resolution of
directors, or otherwise. No amendment or alteration of the Certificate of
Incorporation or Bylaws of the Company or any provision thereof shall adversely
affect Indemnitee's rights hereunder and such rights shall be in addition to
any rights Indemnitee may have under the Company's Certificate of
Incorporation, Bylaws and the DGCL or otherwise. To the extent that there is a
change in the DGCL or other applicable law (whether by statute or judicial
decision) that allows greater indemnification by agreement than would be
afforded currently under the Company's Certificate of Incorporation or Bylaws
and this Agreement, it is the intent of the parties hereto that the Indemnitee
shall enjoy by virtue of this Agreement the greater benefit so afforded by such
change.

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<PAGE> 11
Section 7.2 Insurance and Subrogation.

(a) To the extent the Company maintains an insurance
policy or policies providing liability insurance for directors,
officers, employees, agents or fiduciaries of the Company or of any
other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise that such person serves at the request of the
Company, Indemnitee shall be covered by such policy or policies in
accordance with its or their terms to the maximum extent of the coverage
available for any such director, officer, employee, agent or fiduciary
under such policy or policies.

(b) In the event of any payment by the Company under
this Agreement, the Company shall be subrogated to the extent of such
payment to all of the rights of recovery of Indemnitee, who shall
execute all papers required and take all action necessary to secure such
rights, including execution of such documents as are necessary to enable
the Company to bring suit to enforce such rights.

(c) The Company shall not be liable under this
Agreement to make any payment of amounts otherwise indemnifiable
hereunder if and to the extent that Indemnitee has otherwise actually
received such payment under the Company's Certificate of Incorporation
or Bylaws or any insurance policy, contract, agreement or otherwise.

Section 7.3 Certain Settlement Provisions. The Company shall
have no obligation to indemnify Indemnitee under this Agreement for amounts
paid in settlement of a Proceeding or Claim without the Company's prior written
consent. The Company shall not settle any Proceeding or Claim in any manner
that would impose any fine or other obligation on Indemnitee without
Indemnitee's prior written consent. Neither the Company nor Indemnitee shall
unreasonably withhold their consent to any proposed settlement.

Section 7.4 Duration of Agreement. This Agreement shall
continue for so long as Indemnitee serves as a director, nominee for director,
officer, employee, agent or fiduciary of the Company or, at the request of the
Company, as a director, exculpation of Directors, nominee for director,
officer, employee, agent or fiduciary of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise, and thereafter
shall survive until and terminate upon the latest to occur of (a) the
expiration of 10 years after the latest date that Indemnitee shall have ceased
to serve in any such capacity; (b) the final termination of all pending
Proceedings in respect of which Indemnitee is granted rights of indemnification
or advancement of Expenses hereunder and of any proceeding commenced by
Indemnitee pursuant to Article VI relating thereto; or (c) the expiration of
all statutes of limitation applicable to possible Claims arising out of
Indemnitee's Corporate Status.

Section 7.5 Notice by Each Party. Indemnitee shall promptly
notify the Company in writing upon being served with any summons, citation,
subpoena, complaint, indictment, information or other document or communication
relating to any Proceeding or Claim

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<PAGE> 12
for which Indemnitee may be entitled to indemnification or advancement of
Expenses hereunder; provided, however, that any failure of Indemnitee to so
notify the Company shall not adversely affect Indemnitee's rights under this
Agreement except to the extent the Company shall have been materially
prejudiced as a direct result of such failure. The Company shall notify
promptly Indemnitee in writing, as to the pendency of any Proceeding or Claim
that may involve a claim against the Indemnitee for which Indemnitee may be
entitled to indemnification or advancement of Expenses hereunder.

Section 7.6 Certain Persons Not Entitled to Indemnification.
Notwithstanding any other provision of this Agreement to the contrary,
Indemnitee shall not be entitled to indemnification or advancement of Expenses
hereunder with respect to any Proceeding or any Claim, issue or matter therein,
brought or made by Indemnitee against the Company or any affiliate of the
Company, except as specifically provided in Article V or Article VI hereof.

Section 7.7 Indemnification for Negligence, Gross Negligence,
etc. Without limiting the generality of any other provision hereunder, it is
the express intent of this Agreement that Indemnitee be indemnified and
Expenses be advanced regardless of Indemnitee's acts of negligence, gross
negligence or intentional or willful misconduct to the extent that
indemnification and advancement of Expenses is allowed pursuant to the terms of
this Agreement and under applicable law.

Section 7.8 Enforcement. The Company agrees that its execution
of this Agreement shall constitute a stipulation by which it shall be
irrevocably bound in any court or arbitration in which a proceeding by
Indemnitee for enforcement of his rights hereunder shall have been commenced,
continued or appealed, that its obligations set forth in this Agreement are
unique and special, and that failure of the Company to comply with the
provisions of this Agreement will cause irreparable and irremediable injury to
Indemnitee, for which a remedy at law will be inadequate. As a result, in
addition to any other right or remedy he may have at law or in equity with
respect to breach of this Agreement, Indemnitee shall be entitled to injunctive
or mandatory relief directing specific performance by the Company of its
obligations under this Agreement.

Section 7.9 Successors and Assigns. All of the terms and
provisions of this Agreement shall be binding upon, shall inure to the benefit
of and shall be enforceable by the parties hereto and their respective
successors, assigns, heirs, executors, administrators, legal representatives.
The Company shall require and cause any direct or indirect successor (whether
by purchase, merger, consolidation or otherwise) to all or substantially all of
the business or assets of the Company, by written agreement in form and
substance reasonably satisfactory to Indemnitee, expressly to assume and agree
to perform this Agreement in the same manner and to the same extent that the
Company would be required to perform if no such succession had taken place.

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<PAGE> 13
Section 7.10 Amendment. This Agreement may not be modified or
amended except by a written instrument executed by or on behalf of each of the
parties hereto.

Section 7.11 Waivers. The observance of any term of this
Agreement may be waived (either generally or in a particular instance and
either retroactively or prospectively) by the party entitled to enforce such
term only by a writing signed by the party against which such waiver is to be
asserted. Unless otherwise expressly provided herein, no delay on the part of
any party hereto in exercising any right, power or privilege hereunder shall
operate as a waiver thereof, nor shall any waiver on the part of any party
hereto of any right, power or privilege hereunder operate as a waiver of any
other right, power or privilege hereunder nor shall any single or partial
exercise of any right, power or privilege hereunder preclude any other or
further exercise thereof or the exercise of any other right, power or privilege
hereunder.

Section 7.12 Entire Agreement. This Agreement and the documents
expressly referred to herein constitute the entire agreement between the
parties hereto with respect to the matters covered hereby, and any other prior
or contemporaneous oral or written understandings or agreements with respect to
the matters covered hereby are expressly superseded by this Agreement.

Section 7.13 Severability. If any provision of this Agreement
(including any provision within a single section, paragraph or sentence) or the
application of such provision to any person or circumstance, shall be
judicially declared to be invalid, unenforceable or void, such decision will
not have the effect of invalidating or voiding the remainder of this Agreement
or affect the application of such provision to other persons or circumstances,
it being the intent and agreement of the parties that this Agreement shall be
deemed amended by modifying such provision to the extent necessary to render it
valid, legal and enforceable while preserving its intent, or if such
modification is not possible, by substituting therefor another provision that
is valid, legal and unenforceable and that achieves the same objective. Any
such finding of invalidity or unenforceability shall not prevent the
enforcement of such provision in any other jurisdiction to the maximum extent
permitted by applicable law.

Section 7.14 Notices. All notices and other communications
hereunder shall be in writing and shall be deemed given upon (a) transmitter's
confirmation of a receipt of a facsimile transmission, (b) confirmed delivery
of a standard overnight courier or when delivered by hand or (c) the expiration
of five business days after the date mailed by certified or registered mail
(return receipt requested), postage prepaid, to the parties at the following
addresses (or at such other addresses for a party as shall be specified by like
notice):

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<PAGE> 14
If to the Company, to:

MMI Products, Inc.
515 West Greens Road, Suite 710
Houston, Texas 77067
Attention: President
Facsimile: (281) 876-1648

If to Indemnitee, to:

Julius S. Burns
c/o MMI Products, Inc.
515 West Greens Road, Suite 710
Houston, Texas 77067
Facsimile: (281) 876-1648

Section 7.15 Certain Construction Rules.

(a) The article and section headings contained in this
Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement. As used in this
Agreement, unless otherwise provided to the contrary, (i) all references
to days shall be deemed references to calendar days and (ii) any
reference to a "Section" or "Article" shall be deemed to refer to a
section or article of this Agreement. The words "hereof," "herein" and
"hereunder" and words of similar import referring to this Agreement
refer to this Agreement as a whole and not to any particular provision
of this Agreement. Whenever the words "include," "includes" or
"including" are used in this Agreement, they shall be deemed to be
followed by the words "without limitation." Unless otherwise
specifically provided for herein, the term "or" shall not be deemed to
be exclusive. Whenever the context may require, any pronoun used in
this Agreement shall include the corresponding masculine, feminine or
neuter forms, and the singular form of nouns, pronouns and verbs shall
include the plural and vice versa.

(b) For purposes of this Agreement, references to
"other enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with respect
to any employee benefit plan; references to "serving at the request of
the Company" shall include any service as a director, nominee for
director, officer, employee or agent of the Company which imposes duties
on, or involves services by, such director, nominee, officer, employee
or agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted
in a manner "not opposed to the best interests of the Company" as
referred to in this Agreement.

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<PAGE> 15
Section 7.16 Governing Law. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of Delaware,
without giving effect to the conflicts of laws principles thereof.

Section 7.17 Counterparts. This Agreement may be executed in
two or more counterparts, each of which shall be deemed to be an original and
all of which together shall be deemed to be one and the same instrument,
notwithstanding that both parties are not signatories to the original or same
counterpart.

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<PAGE> 16
IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered to be effective as of the date first above written.

MMI PRODUCTS, INC.

By: /s/ ROBERT N. TENCZAR
---------------------------------
Robert N. Tenczar
Vice President and Chief
Financial Officer

INDEMNITEE

/s/ JULIUS S. BURNS
------------------------------------
Julius S. Burns

<PAGE> 1
EXHIBIT 10.11

MMI PRODUCTS, INC.

INDEMNIFICATION AGREEMENT

THIS AGREEMENT ("Agreement") is entered into as of April 11, 1997
(the "Effective Date"), between MMI Products, Inc., a Delaware corporation (the
"Company"), and Carl L. Blonkvist ("Indemnitee").

RECITALS

D. Indemnitee is willing to serve, continue to serve and to
take on additional service for or on behalf of the Company on the condition
that he be so indemnified.

ARTICLE I

CERTAIN DEFINITIONS

As used herein, the following words and terms shall have the
following respective meanings:

"Claim" means an actual or threatened claim or request for
relief.

"DGCL" means the Delaware General Corporation Law and any
successor statute thereto as either of them may be amended from time to time.

"person" shall have the meaning ascribed to such term in Sections
13(d) and 14(d) of the Exchange Act.

ARTICLE II

SERVICES BY INDEMNITEE

Section 2.1 Services. Indemnitee agrees to serve, or continue
to serve, as Director of the Company. Indemnitee may from time to time also
agree to serve, as the Company may request from time to time, as a director,
officer, employee, agent or fiduciary of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise. Indemnitee
and the Company each acknowledge that they have entered into this Agreement as
a means of inducing Indemnitee to serve, or continue to serve, the Company in
such capacities. Indemnitee may at any time and for any reason resign from
such position or positions (subject to any other contractual obligation or any
obligation imposed by operation of law). The Company shall have no obligation
under this Agreement to continue Indemnitee in any such position or positions.

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<PAGE> 4
ARTICLE III

INDEMNIFICATION

-4-
<PAGE> 5
ARTICLE IV

EXPENSES

-5-
<PAGE> 6
ARTICLE V

PROCEDURE FOR DETERMINATION OF ENTITLEMENT
TO INDEMNIFICATION

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<PAGE> 8
discharged and relieved of any further responsibility in such capacity (subject
to the applicable standards of professional conduct then prevailing).

Section 5.4 Presumptions and Effect of Certain Proceedings.

ARTICLE VI

CERTAIN REMEDIES OF INDEMNITEE

ARTICLE VII

MISCELLANEOUS

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Section 7.2 Insurance and Subrogation.

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<PAGE> 13
Section 7.10 Amendment. This Agreement may not be modified or
amended except by a written instrument executed by or on behalf of each of the
parties hereto.

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<PAGE> 14
If to the Company, to:

MMI Products, Inc.
515 West Greens Road, Suite 710
Houston, Texas 77067
Attention: President
Facsimile: (281) 876-1648

If to Indemnitee, to:

Carl L. Blonkvist
5121 Tanbark Street
Dallas, Texas 75229
Facsimile: (214) 363-0184

Section 7.15 Certain Construction Rules.

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<PAGE> 15
Section 7.16 Governing Law. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of Delaware, without
giving effect to the conflicts of laws principles thereof.

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<PAGE> 16
IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered to be effective as of the date first above written.

MMI PRODUCTS, INC.

By:/s/ ROBERT N. TENCZAR
---------------------------------
Robert N. Tenczar
Vice President and Chief
Financial Officer

INDEMNITEE

/s/ CARL L. BLONKVIST
------------------------------------
Carl L. Blonkvist

<PAGE> 1
EXHIBIT 10.12
MMI PRODUCTS, INC.

INDEMNIFICATION AGREEMENT

THIS AGREEMENT ("Agreement") is entered into as of April 11, 1997
(the "Effective Date"), between MMI Products, Inc., a Delaware corporation (the
"Company"), and Thomas F. McWilliams ("Indemnitee").

RECITALS

D. Indemnitee is willing to serve, continue to serve and to
take on additional service for or on behalf of the Company on the condition
that he be so indemnified.

ARTICLE I

CERTAIN DEFINITIONS

As used herein, the following words and terms shall have the
following respective meanings:

"Claim" means an actual or threatened claim or request for
relief.

"DGCL" means the Delaware General Corporation Law and any
successor statute thereto as either of them may be amended from time to time.

"Independent Counsel" means a law firm, or a member of a law
firm, that is experienced in matters of corporation law and neither
contemporaneously is, nor in the five years

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<PAGE> 3
theretofore has been, retained to represent (a) the Company or Indemnitee in
any matter material to either such party, (b) any other party to the Proceeding
giving rise to a claim for indemnification hereunder or (c) the beneficial
owner, directly or indirectly, of securities of the Company representing 50% or
more of the combined voting power of the Company's then outstanding voting
securities (other than, in each such case, with respect to matters concerning
the rights of Indemnitee under this Agreement, or of other indemnitees under
similar indemnification agreements). Notwithstanding the foregoing, the term
"Independent Counsel" shall not include any person who, under the applicable
standards of professional conduct then prevailing, would have a conflict of
interest in representing either the Company or Indemnitee in an action to
determine Indemnitee's rights under this Agreement.

"person" shall have the meaning ascribed to such term in Sections
13(d) and 14(d) of the Exchange Act.

ARTICLE II

SERVICES BY INDEMNITEE

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<PAGE> 4
ARTICLE III

INDEMNIFICATION

-4-
<PAGE> 5
ARTICLE IV

EXPENSES

-5-
<PAGE> 6
ARTICLE V

PROCEDURE FOR DETERMINATION OF ENTITLEMENT
TO INDEMNIFICATION

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<PAGE> 8
discharged and relieved of any further responsibility in such capacity (subject
to the applicable standards of professional conduct then prevailing).

Section 5.4 Presumptions and Effect of Certain Proceedings.

ARTICLE VI

CERTAIN REMEDIES OF INDEMNITEE

ARTICLE VII

MISCELLANEOUS

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<PAGE> 11
Section 7.2 Insurance and Subrogation.

-12-
<PAGE> 13
Section 7.10 Amendment. This Agreement may not be modified or
amended except by a written instrument executed by or on behalf of each of the
parties hereto.

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<PAGE> 14
If to the Company, to:

MMI Products, Inc.
515 West Greens Road, Suite 710
Houston, Texas 77067
Attention: President
Facsimile: (281) 876-1648

If to Indemnitee, to:

Thomas F. McWilliams
c/o Citicorp Venture Capital Ltd.
399 Park Avenue
14th Floor, Zone 4
Facsimile: (212) 888-2940

Section 7.15 Certain Construction Rules.

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<PAGE> 16
IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered to be effective as of the date first above written.

MMI PRODUCTS, INC.

By:/s/ ROBERT N. TENCZAR
--------------------------------
Robert N. Tenczar
Vice President and Chief
Financial Officer

INDEMNITEE

/s/ THOMAS F. MCWILLIAMS
-----------------------------------
Thomas F. McWilliams

<PAGE> 1
EXHIBIT 10.13

MMI PRODUCTS, INC.

INDEMNIFICATION AGREEMENT

THIS AGREEMENT ("Agreement") is entered into as of April 11, 1997
(the "Effective Date"), between MMI Products, Inc., a Delaware corporation (the
"Company"), and James M. McCall ("Indemnitee").

RECITALS

D. Indemnitee is willing to serve, continue to serve and to
take on additional service for or on behalf of the Company on the condition
that he be so indemnified.

ARTICLE I

CERTAIN DEFINITIONS

As used herein, the following words and terms shall have the
following respective meanings:

"Claim" means an actual or threatened claim or request for
relief.

"DGCL" means the Delaware General Corporation Law and any
successor statute thereto as either of them may be amended from time to time.

"person" shall have the meaning ascribed to such term in Sections
13(d) and 14(d) of the Exchange Act.

ARTICLE II

SERVICES BY INDEMNITEE

Section 2.1 Services. Indemnitee agrees to serve, or continue
to serve, as Vice President -- General Manager -- Mesh of the Company.
Indemnitee may from time to time also agree to serve, as the Company may
request from time to time, as a director, officer, employee, agent or fiduciary
of another corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise. Indemnitee and the Company each acknowledge that
they have entered into this Agreement as a means of inducing Indemnitee to
serve, or continue to serve, the Company in such capacities. Indemnitee may at
any time and for any reason resign from such position or positions (subject to
any other contractual obligation or any obligation imposed by operation of
law). The Company shall have no obligation under this Agreement to continue
Indemnitee in any such position or positions.

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<PAGE> 4
ARTICLE III

INDEMNIFICATION

-4-
<PAGE> 5
ARTICLE IV

EXPENSES

-5-
<PAGE> 6
ARTICLE V

PROCEDURE FOR DETERMINATION OF ENTITLEMENT
TO INDEMNIFICATION

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<PAGE> 8
discharged and relieved of any further responsibility in such capacity (subject
to the applicable standards of professional conduct then prevailing).

Section 5.4 Presumptions and Effect of Certain Proceedings.

ARTICLE VI

CERTAIN REMEDIES OF INDEMNITEE

ARTICLE VII

MISCELLANEOUS

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<PAGE> 11
Section 7.2 Insurance and Subrogation.

-12-
<PAGE> 13
Section 7.10 Amendment. This Agreement may not be modified or
amended except by a written instrument executed by or on behalf of each of the
parties hereto.

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<PAGE> 14
If to the Company, to:

MMI Products, Inc.
515 West Greens Road, Suite 710
Houston, Texas 77067
Attention: President
Facsimile: (281) 876-1648

If to Indemnitee, to:

James M. McCall
c/o MMI Products, Inc.
515 West Greens Road, Suite 710
Houston, Texas 77067
Facsimile: (281) 876-1648

Section 7.15 Certain Construction Rules.

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<PAGE> 16
IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered to be effective as of the date first above written.

MMI PRODUCTS, INC.

By:/s/ ROBERT N. TENCZAR
--------------------------------
Robert N. Tenczar
Vice President and Chief
Financial Officer

INDEMNITEE

/s/ JAMES M. MCCALL
-----------------------------------
James M. McCall

<PAGE> 1
EXHIBIT 10.14

MMI PRODUCTS, INC.

INDEMNIFICATION AGREEMENT

THIS AGREEMENT ("Agreement") is entered into as of April 11,
1997 (the "Effective Date"), between MMI Products, Inc., a Delaware corporation
(the "Company"), and Davy J. Wilkes ("Indemnitee").

RECITALS

A. Highly competent and experienced persons are becoming
more reluctant to serve corporations as directors, executive officers or in
other capacities unless they are provided with adequate protection through
insurance and adequate indemnification against inordinate risks of claims and
actions against them arising out of their service to and activities on behalf
of the corporation.

B. The Board of Directors of the Company (the "Board")
has determined that the inability to attract and retain such persons would be
detrimental to the best interests of the Company and its stockholders and that
the Company should act to assure such persons that there will be increased
certainty of such protection in the future.

D. Indemnitee is willing to serve, continue to serve and
to take on additional service for or on behalf of the Company on the condition
that he be so indemnified.

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

ARTICLE I

CERTAIN DEFINITIONS

As used herein, the following words and terms shall have the
following respective meanings:

"Claim" means an actual or threatened claim or request for
relief.

"Corporate Status" means the status of a person who is or was
a director, nominee for director, officer, employee, agent or fiduciary of the
Company (including any predecessors to the Company), or of any other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise which such person is or was serving at the request of the Company.

"DGCL" means the Delaware General Corporation Law and any
successor statute thereto as either of them may be amended from time to time.

"Independent Counsel" means a law firm, or a member of a law
firm, that is experienced in matters of corporation law and neither
contemporaneously is, nor in the five years

"person" shall have the meaning ascribed to such term in
Sections 13(d) and 14(d) of the Exchange Act.

"Permitted Holders" means Citicorp Venture Capital, Ltd. and
its affiliates, and any current or past full-time members of senior management
of the Company who acquire stock of the Company through management stock
purchase or option plans and any of their affiliates.

"Proceeding" means any threatened, pending or completed
action, suit, arbitration, investigation, alternate dispute resolution
mechanism, administrative hearing or any other proceeding, whether civil,
criminal, administrative, arbitrative or investigative and whether or not based
upon events occurring, or actions taken, before the date hereof (except any of
the foregoing initiated by Indemnitee pursuant to Article VI or Section 7.8
hereof to enforce his rights under this Agreement), and any inquiry or
investigation that could lead to, and any appeal in or related to, any such
action, suit, arbitration, alternative dispute resolution mechanism, hearing or
proceeding.

ARTICLE II

SERVICES BY INDEMNITEE

Section 2.1 Services. Indemnitee agrees to serve, or
continue to serve, as Vice President -- General Manager -- Concrete Accessories
of the Company. Indemnitee may from time to time also agree to serve, as the
Company may request from time to time, as a director, officer, employee, agent
or fiduciary of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise. Indemnitee and the Company each
acknowledge that they have entered into this Agreement as a means of inducing
Indemnitee to serve, or continue to serve, the Company in such capacities.
Indemnitee may at any time and for any reason resign from such position or
positions (subject to any other contractual obligation or any obligation
imposed by operation of law). The Company shall have no obligation under this
Agreement to continue Indemnitee in any such position or positions.

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ARTICLE III

INDEMNIFICATION

Section 3.1 General. The Company shall indemnify, and
advance Expenses to, Indemnitee to the fullest extent permitted by applicable
law in effect on the date hereof and to such greater extent as applicable law
may thereafter from time to time permit. The rights of Indemnitee provided
under the preceding sentence shall include, but shall not be limited to, the
right to be indemnified and to have Expenses advanced in all Proceedings to the
fullest extent permitted by Section 145 of the DGCL. The provisions set forth
in this Agreement are provided in addition to and as a means of furtherance and
implementation of, and not in limitation of, the obligations expressed in this
Article III.

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ARTICLE IV

EXPENSES

Section 4.3 Advancement of Expenses. The Company shall
pay all reasonable Expenses incurred by or on behalf of Indemnitee in
connection with any Proceeding, whether brought by or in the right of the
Company or otherwise, in advance of any determination with respect to
entitlement to indemnification pursuant to Article V hereof within 15 days
after the receipt by the Company of a written request from Indemnitee
requesting such payment or payments from time to time, whether prior to or
after final disposition of such Proceeding. Such statement or statements shall
reasonably evidence the Expenses incurred by Indemnitee. Indemnitee hereby
undertakes and agrees that he will reimburse and repay the Company for any
Expenses so advanced to the extent that it shall ultimately be determined (in a
final adjudication by a court from which there is no further right of appeal or
in a final adjudication of an arbitration pursuant to Section 6.1 if Indemnitee
elects to seek such arbitration) that Indemnitee is not entitled to be
indemnified by the Company against such Expenses.

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ARTICLE V

PROCEDURE FOR DETERMINATION OF ENTITLEMENT
TO INDEMNIFICATION

Section 5.1 Request by Indemnitee. To obtain
indemnification under this Agreement, Indemnitee shall submit to the Company a
written request, including therein or therewith such documentation and
information as is reasonably available to Indemnitee and is reasonably
necessary to determine whether and to what extent Indemnitee is entitled to
indemnification. The Secretary or an Assistant Secretary of the Company shall,
promptly upon receipt of such a request for indemnification, advise the members
of the Board in writing that Indemnitee has requested indemnification.

Section 5.2 Determination of Request. Upon written
request by Indemnitee for indemnification pursuant to the first sentence of
Section 5.1 hereof, a determination, if required by applicable law, with
respect to Indemnitee's entitlement thereto shall be made in the specific case
as follows:

(a) If a Change in Control shall have occurred, by
Independent Counsel (selected in accordance with Section 5.3 hereof),
in a written opinion to the Board, a copy of which shall be delivered
to Indemnitee unless Indemnitee shall request that such determination
be made by the Disinterested Directors, in which case in the manner
provided for in clause (i) of paragraph (b) below;

(b) If a Change in Control shall not have occurred,
(i) by a majority vote of the Disinterested Directors, even though
less than a quorum of the Board, or (ii) if there are no Disinterested
Directors, or if such Disinterested Directors so direct, by
Independent Counsel in a written opinion to the Board, a copy of which
shall be delivered to the Indemnitee, or (iii) if Indemnitee and the
Company mutually agree, by the stockholders of the Company; or

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Section 5.3 Independent Counsel. If a Change in Control
shall not have occurred and the determination of entitlement to indemnification
is to be made by Independent Counsel, the Independent Counsel shall be selected
by (a) a majority vote of the Disinterested Directors, even though less than a
quorum of the Board or (b) if there are no Disinterested Directors, by a
majority vote of the Board, and the Company shall give written notice to
Indemnitee, within 10 days after receipt by the Company of Indemnitee's request
for indemnification, specifying the identity and address of the Independent
Counsel so selected. If a Change in Control shall have occurred and the
determination of entitlement to indemnification is to be made by Independent
Counsel, the Independent Counsel shall be selected by Indemnitee, and
Indemnitee shall give written notice to the Company, within 10 days after
submission of Indemnitee's request for indemnification, specifying the identity
and address of the Independent Counsel so selected (unless Indemnitee shall
request that such selection be made by the Disinterested Directors, in which
event the Company shall give written notice to Indemnitee, within 10 days after
receipt of Indemnitee's request for the Disinterested Directors to make such
selection, specifying the identity and address of the Independent Counsel so
selected). In either event, (i) such notice to Indemnitee or the Company, as
the case may be, shall be accompanied by a written affirmation of the
Independent Counsel so selected that it satisfies the requirements of the
definition of "Independent Counsel" in Article I and that it agrees to serve in
such capacity and (ii) Indemnitee or the Company, as the case may be, may,
within seven days after such written notice of selection shall have been given,
deliver to the Company or to Indemnitee, as the case may be, a written
objection to such selection. Any objection to selection of Independent Counsel
pursuant to this Section 5.3 may be asserted only on the ground that the
Independent Counsel so selected does not meet the requirements of the
definition of "Independent Counsel" in Article I, and the objection shall set
forth with particularity the factual basis of such assertion. If such written
objection is timely made, the Independent Counsel so selected may not serve as
Independent Counsel unless and until the Court has determined that such
objection is without merit. In the event of a timely written objection to a
choice of Independent Counsel, the party originally selecting the Independent
Counsel shall have seven days to make an alternate selection of Independent
Counsel and to give written notice of such selection to the other party, after
which time such other party shall have five days to make a written objection to
such alternate selection. If, within 30 days after submission of Indemnitee's
request for indemnification pursuant to Section 5.1 hereof, no Independent
Counsel shall have been selected and not objected to, either the Company or
Indemnitee may petition the Court for resolution of any objection that shall
have been made by the Company or Indemnitee to the other's selection of
Independent Counsel and/or for the appointment as Independent Counsel of a
person selected by the Court or by such other person as the Court shall
designate, and the person with respect to whom an objection is so resolved or
the person so appointed shall act as Independent Counsel under Section 5.2
hereof. The Company shall pay any and all reasonable fees and expenses
incurred by such Independent Counsel in connection with acting pursuant to
Section 5.2 hereof, and the Company shall pay all reasonable fees and expenses
incident to the procedures of this Section 5.3, regardless of the manner in
which such Independent Counsel was selected or appointed. Upon the due
commencement of any judicial proceeding or arbitration pursuant to Section 6.1
hereof, Independent Counsel shall be

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<PAGE> 8
discharged and relieved of any further responsibility in such capacity (subject
to the applicable standards of professional conduct then prevailing).

Section 5.4 Presumptions and Effect of Certain
Proceedings.

(a) Indemnitee shall be presumed to be entitled
to indemnification under this Agreement upon submission of a request
for indemnification pursuant to Section 5.1 hereof, and the Company
shall have the burden of proof in overcoming that presumption in
reaching a determination contrary to that presumption. Such
presumption shall be used by Independent Counsel (or other person or
persons determining entitlement to indemnification) as a basis for a
determination of entitlement to indemnification unless the Company
provides information sufficient to overcome such presumption by clear
and convincing evidence.

(b) If the person or persons empowered or
selected under this Article V to determine whether Indemnitee is
entitled to indemnification shall not have made a determination within
60 days after receipt by the Company of Indemnitee's request for
indemnification, the requisite determination of entitlement to
indemnification shall be deemed to have been made and Indemnitee shall
be entitled to such indemnification, absent (i) a knowing misstatement
by Indemnitee of a material fact, or knowing omission of a material
fact necessary to make Indemnitee's statement not materially
misleading, in connection with Indemnitee's request for
indemnification, or (ii) a prohibition of such indemnification under
applicable law; provided, however, that such 60-day period may be
extended for a reasonable time, not to exceed an additional 30 days,
if the person making the determination with respect to entitlement to
indemnification in good faith requires such additional time for the
obtaining or evaluating of documentation and/or information relating
to such determination; provided further, that the 60-day limitation
set forth in this Section 5.4(b) shall not apply and such period shall
be extended as necessary (i) if within 30 days after receipt by the
Company of Indemnitee's request for indemnification under Section 5.1
hereof Indemnitee and the Company have agreed, and the Board has
resolved, to submit such determination to the stockholders of the
Company pursuant to Section 5.2(b) hereof for their consideration at
an annual meeting of stockholders to be held within 90 days after such
agreement and such determination is made thereat, or a special meeting
of stockholders for the purpose of making such determination to be
held within 60 days after such agreement and such determination is
made thereat, or (ii) if the determination of entitlement to
indemnification is to be made by Independent Counsel, in which case
the applicable period shall be as set forth in Section 6.1(c) hereof.

(c) The termination of any Proceeding or of any
Claim, issue or matter by judgment, order, settlement (whether with or
without court approval) or conviction, or upon a plea of nolo
contendere or its equivalent, shall not by itself adversely affect the
rights of Indemnitee to indemnification or create a presumption that
Indemnitee did not act in good faith or in a manner that he reasonably
believed to be in or not opposed to the best

ARTICLE VI

CERTAIN REMEDIES OF INDEMNITEE

Section 6.2 Adverse Determination Not to Affect any
Judicial Proceeding. If a determination shall have been made pursuant to
Article V that Indemnitee is not entitled to indemnification under this
Agreement, any judicial proceeding or arbitration commenced pursuant to this
Article VI shall be conducted in all respects as a de novo trial or arbitration
on the merits, and Indemnitee shall not be prejudiced by reason of such initial
adverse determination. In any judicial proceeding or arbitration commenced
pursuant to this Article VI, Indemnitee shall be presumed to be entitled to
indemnification or advancement of Expenses, as the case may be, under this
Agreement and the Company shall have the burden of proof in overcoming such
presumption and to show by clear and convincing evidence that Indemnitee is not
entitled to indemnification or advancement of Expenses, as the case may be.

Section 6.4 Company Bound by the Agreement. The Company
shall be precluded from asserting in any judicial proceeding or arbitration
commenced pursuant to this Article VI that the procedures and presumptions of
this Agreement are not valid, binding and enforceable and shall stipulate in
any such court or before any such arbitrator that the Company is bound by all
the provisions of this Agreement.

ARTICLE VII

MISCELLANEOUS

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<PAGE> 11
Section 7.2 Insurance and Subrogation.

(a) To the extent the Company maintains an
insurance policy or policies providing liability insurance for
directors, officers, employees, agents or fiduciaries of the Company
or of any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise that such person serves at
the request of the Company, Indemnitee shall be covered by such policy
or policies in accordance with its or their terms to the maximum
extent of the coverage available for any such director, officer,
employee, agent or fiduciary under such policy or policies.

(b) In the event of any payment by the Company
under this Agreement, the Company shall be subrogated to the extent of
such payment to all of the rights of recovery of Indemnitee, who shall
execute all papers required and take all action necessary to secure
such rights, including execution of such documents as are necessary to
enable the Company to bring suit to enforce such rights.

Section 7.3 Certain Settlement Provisions. The Company
shall have no obligation to indemnify Indemnitee under this Agreement for
amounts paid in settlement of a Proceeding or Claim without the Company's prior
written consent. The Company shall not settle any Proceeding or Claim in any
manner that would impose any fine or other obligation on Indemnitee without
Indemnitee's prior written consent. Neither the Company nor Indemnitee shall
unreasonably withhold their consent to any proposed settlement.

Section 7.5 Notice by Each Party. Indemnitee shall
promptly notify the Company in writing upon being served with any summons,
citation, subpoena, complaint, indictment, information or other document or
communication relating to any Proceeding or Claim

Section 7.6 Certain Persons Not Entitled to
Indemnification. Notwithstanding any other provision of this Agreement to the
contrary, Indemnitee shall not be entitled to indemnification or advancement of
Expenses hereunder with respect to any Proceeding or any Claim, issue or matter
therein, brought or made by Indemnitee against the Company or any affiliate of
the Company, except as specifically provided in Article V or Article VI hereof.

Section 7.7 Indemnification for Negligence, Gross
Negligence, etc. Without limiting the generality of any other provision
hereunder, it is the express intent of this Agreement that Indemnitee be
indemnified and Expenses be advanced regardless of Indemnitee's acts of
negligence, gross negligence or intentional or willful misconduct to the extent
that indemnification and advancement of Expenses is allowed pursuant to the
terms of this Agreement and under applicable law.

Section 7.8 Enforcement. The Company agrees that its
execution of this Agreement shall constitute a stipulation by which it shall be
irrevocably bound in any court or arbitration in which a proceeding by
Indemnitee for enforcement of his rights hereunder shall have been commenced,
continued or appealed, that its obligations set forth in this Agreement are
unique and special, and that failure of the Company to comply with the
provisions of this Agreement will cause irreparable and irremediable injury to
Indemnitee, for which a remedy at law will be inadequate. As a result, in
addition to any other right or remedy he may have at law or in equity with
respect to breach of this Agreement, Indemnitee shall be entitled to injunctive
or mandatory relief directing specific performance by the Company of its
obligations under this Agreement.

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Section 7.10 Amendment. This Agreement may not be
modified or amended except by a written instrument executed by or on behalf of
each of the parties hereto.

Section 7.12 Entire Agreement. This Agreement and the
documents expressly referred to herein constitute the entire agreement between
the parties hereto with respect to the matters covered hereby, and any other
prior or contemporaneous oral or written understandings or agreements with
respect to the matters covered hereby are expressly superseded by this
Agreement.

Section 7.13 Severability. If any provision of this
Agreement (including any provision within a single section, paragraph or
sentence) or the application of such provision to any person or circumstance,
shall be judicially declared to be invalid, unenforceable or void, such
decision will not have the effect of invalidating or voiding the remainder of
this Agreement or affect the application of such provision to other persons or
circumstances, it being the intent and agreement of the parties that this
Agreement shall be deemed amended by modifying such provision to the extent
necessary to render it valid, legal and enforceable while preserving its
intent, or if such modification is not possible, by substituting therefor
another provision that is valid, legal and unenforceable and that achieves the
same objective. Any such finding of invalidity or unenforceability shall not
prevent the enforcement of such provision in any other jurisdiction to the
maximum extent permitted by applicable law.

Section 7.14 Notices. All notices and other
communications hereunder shall be in writing and shall be deemed given upon (a)
transmitter's confirmation of a receipt of a facsimile transmission, (b)
confirmed delivery of a standard overnight courier or when delivered by hand or
(c) the expiration of five business days after the date mailed by certified or
registered mail (return receipt requested), postage prepaid, to the parties at
the following addresses (or at such other addresses for a party as shall be
specified by like notice):

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<PAGE> 14
If to the Company, to:

MMI Products, Inc.
515 West Greens Road, Suite 710
Houston, Texas 77067
Attention: President
Facsimile: (281) 876-1648

If to Indemnitee, to:

Davy J. Wilkes
c/o Meadow Steel Products
5110 Santa Fe Road
Tampa, FL 33619
Facsimile: (813) 248-5409

Section 7.15 Certain Construction Rules.

(a) The article and section headings contained in
this Agreement are for reference purposes only and shall not affect in
any way the meaning or interpretation of this Agreement. As used in
this Agreement, unless otherwise provided to the contrary, (i) all
references to days shall be deemed references to calendar days and
(ii) any reference to a "Section" or "Article" shall be deemed to
refer to a section or article of this Agreement. The words "hereof,"
"herein" and "hereunder" and words of similar import referring to this
Agreement refer to this Agreement as a whole and not to any particular
provision of this Agreement. Whenever the words "include," "includes"
or "including" are used in this Agreement, they shall be deemed to be
followed by the words "without limitation." Unless otherwise
specifically provided for herein, the term "or" shall not be deemed to
be exclusive. Whenever the context may require, any pronoun used in
this Agreement shall include the corresponding masculine, feminine or
neuter forms, and the singular form of nouns, pronouns and verbs shall
include the plural and vice versa.

(b) For purposes of this Agreement, references to
"other enterprises" shall include employee benefit plans; references
to "fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; references to "serving at the
request of the Company" shall include any service as a director,
nominee for director, officer, employee or agent of the Company which
imposes duties on, or involves services by, such director, nominee,
officer, employee or agent with respect to an employee benefit plan,
its participants or beneficiaries; and a person who acted in good
faith and in a manner he reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit plan shall
be deemed to have acted in a manner "not opposed to the best interests
of the Company" as referred to in this Agreement.

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Section 7.16 Governing Law. This Agreement shall be
governed by, and construed in accordance with, the laws of the State of
Delaware, without giving effect to the conflicts of laws principles thereof.

Section 7.17 Counterparts. This Agreement may be executed
in two or more counterparts, each of which shall be deemed to be an original
and all of which together shall be deemed to be one and the same instrument,
notwithstanding that both parties are not signatories to the original or same
counterpart.

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<PAGE> 16
IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered to be effective as of the date first above written.

MMI PRODUCTS, INC.

By:/s/ ROBERT N. TENCZAR
--------------------------------------------
Robert N. Tenczar
Vice President and Chief Financial Officer

INDEMNITEE

/s/ DAVY J. WILKES
-----------------------------------------------
Davy J. Wilkes

<PAGE> 1
EXHIBIT 10.15

MMI PRODUCTS, INC.

INDEMNIFICATION AGREEMENT

THIS AGREEMENT ("Agreement") is entered into as of April 11,
1997 (the "Effective Date"), between MMI Products, Inc., a Delaware corporation
(the "Company"), and Robert N. Tenczar ("Indemnitee").

RECITALS

A. Highly competent and experienced persons are becoming
more reluctant to serve corporations as directors, executive officers or in
other capacities unless they are provided with adequate protection through
insurance and adequate indemnification against inordinate risks of claims and
actions against them arising out of their service to and activities on behalf
of the corporation.

B. The Board of Directors of the Company (the "Board")
has determined that the inability to attract and retain such persons would be
detrimental to the best interests of the Company and its stockholders and that
the Company should act to assure such persons that there will be increased
certainty of such protection in the future.

D. Indemnitee is willing to serve, continue to serve and
to take on additional service for or on behalf of the Company on the condition
that he be so indemnified.

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

ARTICLE I

CERTAIN DEFINITIONS

As used herein, the following words and terms shall have the
following respective meanings:

"Claim" means an actual or threatened claim or request for
relief.

"Corporate Status" means the status of a person who is or was
a director, nominee for director, officer, employee, agent or fiduciary of the
Company (including any predecessors to the Company), or of any other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise which such person is or was serving at the request of the Company.

"DGCL" means the Delaware General Corporation Law and any
successor statute thereto as either of them may be amended from time to time.

"person" shall have the meaning ascribed to such term in
Sections 13(d) and 14(d) of the Exchange Act.

"Permitted Holders" means Citicorp Venture Capital, Ltd. and
its affiliates, and any current or past full-time members of senior management
of the Company who acquire stock of the Company through management stock
purchase or option plans and any of their affiliates.

"Proceeding" means any threatened, pending or completed
action, suit, arbitration, investigation, alternate dispute resolution
mechanism, administrative hearing or any other proceeding, whether civil,
criminal, administrative, arbitrative or investigative and whether or not based
upon events occurring, or actions taken, before the date hereof (except any of
the foregoing initiated by Indemnitee pursuant to Article VI or Section 7.8
hereof to enforce his rights under this Agreement), and any inquiry or
investigation that could lead to, and any appeal in or related to, any such
action, suit, arbitration, alternative dispute resolution mechanism, hearing or
proceeding.

ARTICLE II

SERVICES BY INDEMNITEE

Section 2.1 Services. Indemnitee agrees to serve, or
continue to serve, as Vice President, Chief Financial Officer and Secretary of
the Company. Indemnitee may from time to time also agree to serve, as the
Company may request from time to time, as a director, officer, employee, agent
or fiduciary of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise. Indemnitee and the Company each
acknowledge that they have entered into this Agreement as a means of inducing
Indemnitee to serve, or continue to serve, the Company in such capacities.
Indemnitee may at any time and for any reason resign from such position or
positions (subject to any other contractual obligation or any obligation
imposed by operation of law). The Company shall have no obligation under this
Agreement to continue Indemnitee in any such position or positions.

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ARTICLE III

INDEMNIFICATION

Section 3.1 General. The Company shall indemnify, and
advance Expenses to, Indemnitee to the fullest extent permitted by applicable
law in effect on the date hereof and to such greater extent as applicable law
may thereafter from time to time permit. The rights of Indemnitee provided
under the preceding sentence shall include, but shall not be limited to, the
right to be indemnified and to have Expenses advanced in all Proceedings to the
fullest extent permitted by Section 145 of the DGCL. The provisions set forth
in this Agreement are provided in addition to and as a means of furtherance and
implementation of, and not in limitation of, the obligations expressed in this
Article III.

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ARTICLE IV

EXPENSES

Section 4.3 Advancement of Expenses. The Company shall
pay all reasonable Expenses incurred by or on behalf of Indemnitee in
connection with any Proceeding, whether brought by or in the right of the
Company or otherwise, in advance of any determination with respect to
entitlement to indemnification pursuant to Article V hereof within 15 days
after the receipt by the Company of a written request from Indemnitee
requesting such payment or payments from time to time, whether prior to or
after final disposition of such Proceeding. Such statement or statements shall
reasonably evidence the Expenses incurred by Indemnitee. Indemnitee hereby
undertakes and agrees that he will reimburse and repay the Company for any
Expenses so advanced to the extent that it shall ultimately be determined (in a
final adjudication by a court from which there is no further right of appeal or
in a final adjudication of an arbitration pursuant to Section 6.1 if Indemnitee
elects to seek such arbitration) that Indemnitee is not entitled to be
indemnified by the Company against such Expenses.

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ARTICLE V

PROCEDURE FOR DETERMINATION OF ENTITLEMENT
TO INDEMNIFICATION

Section 5.1 Request by Indemnitee. To obtain
indemnification under this Agreement, Indemnitee shall submit to the Company a
written request, including therein or therewith such documentation and
information as is reasonably available to Indemnitee and is reasonably
necessary to determine whether and to what extent Indemnitee is entitled to
indemnification. The Secretary or an Assistant Secretary of the Company shall,
promptly upon receipt of such a request for indemnification, advise the members
of the Board in writing that Indemnitee has requested indemnification.

Section 5.2 Determination of Request. Upon written
request by Indemnitee for indemnification pursuant to the first sentence of
Section 5.1 hereof, a determination, if required by applicable law, with
respect to Indemnitee's entitlement thereto shall be made in the specific case
as follows:

(a) If a Change in Control shall have occurred, by
Independent Counsel (selected in accordance with Section 5.3 hereof),
in a written opinion to the Board, a copy of which shall be delivered
to Indemnitee unless Indemnitee shall request that such determination
be made by the Disinterested Directors, in which case in the manner
provided for in clause (i) of paragraph (b) below;

(b) If a Change in Control shall not have occurred,
(i) by a majority vote of the Disinterested Directors, even though less
than a quorum of the Board, or (ii) if there are no Disinterested
Directors, or if such Disinterested Directors so direct, by Independent
Counsel in a written opinion to the Board, a copy of which shall be
delivered to the Indemnitee, or (iii) if Indemnitee and the Company
mutually agree, by the stockholders of the Company; or

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Section 5.3 Independent Counsel. If a Change in Control
shall not have occurred and the determination of entitlement to indemnification
is to be made by Independent Counsel, the Independent Counsel shall be selected
by (a) a majority vote of the Disinterested Directors, even though less than a
quorum of the Board or (b) if there are no Disinterested Directors, by a
majority vote of the Board, and the Company shall give written notice to
Indemnitee, within 10 days after receipt by the Company of Indemnitee's request
for indemnification, specifying the identity and address of the Independent
Counsel so selected. If a Change in Control shall have occurred and the
determination of entitlement to indemnification is to be made by Independent
Counsel, the Independent Counsel shall be selected by Indemnitee, and
Indemnitee shall give written notice to the Company, within 10 days after
submission of Indemnitee's request for indemnification, specifying the identity
and address of the Independent Counsel so selected (unless Indemnitee shall
request that such selection be made by the Disinterested Directors, in which
event the Company shall give written notice to Indemnitee, within 10 days after
receipt of Indemnitee's request for the Disinterested Directors to make such
selection, specifying the identity and address of the Independent Counsel so
selected). In either event, (i) such notice to Indemnitee or the Company, as
the case may be, shall be accompanied by a written affirmation of the
Independent Counsel so selected that it satisfies the requirements of the
definition of "Independent Counsel" in Article I and that it agrees to serve in
such capacity and (ii) Indemnitee or the Company, as the case may be, may,
within seven days after such written notice of selection shall have been given,
deliver to the Company or to Indemnitee, as the case may be, a written
objection to such selection. Any objection to selection of Independent Counsel
pursuant to this Section 5.3 may be asserted only on the ground that the
Independent Counsel so selected does not meet the requirements of the
definition of "Independent Counsel" in Article I, and the objection shall set
forth with particularity the factual basis of such assertion. If such written
objection is timely made, the Independent Counsel so selected may not serve as
Independent Counsel unless and until the Court has determined that such
objection is without merit. In the event of a timely written objection to a
choice of Independent Counsel, the party originally selecting the Independent
Counsel shall have seven days to make an alternate selection of Independent
Counsel and to give written notice of such selection to the other party, after
which time such other party shall have five days to make a written objection to
such alternate selection. If, within 30 days after submission of Indemnitee's
request for indemnification pursuant to Section 5.1 hereof, no Independent
Counsel shall have been selected and not objected to, either the Company or
Indemnitee may petition the Court for resolution of any objection that shall
have been made by the Company or Indemnitee to the other's selection of
Independent Counsel and/or for the appointment as Independent Counsel of a
person selected by the Court or by such other person as the Court shall
designate, and the person with respect to whom an objection is so resolved or
the person so appointed shall act as Independent Counsel under Section 5.2
hereof. The Company shall pay any and all reasonable fees and expenses
incurred by such Independent Counsel in connection with acting pursuant to
Section 5.2 hereof, and the Company shall pay all reasonable fees and expenses
incident to the procedures of this Section 5.3, regardless of the manner in
which such Independent Counsel was selected or appointed. Upon the due
commencement of any judicial proceeding or arbitration pursuant to Section 6.1
hereof, Independent Counsel shall be

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discharged and relieved of any further responsibility in such capacity (subject
to the applicable standards of professional conduct then prevailing).

Section 5.4 Presumptions and Effect of Certain
Proceedings.

(a) Indemnitee shall be presumed to be entitled
to indemnification under this Agreement upon submission of a request
for indemnification pursuant to Section 5.1 hereof, and the Company
shall have the burden of proof in overcoming that presumption in
reaching a determination contrary to that presumption. Such
presumption shall be used by Independent Counsel (or other person or
persons determining entitlement to indemnification) as a basis for a
determination of entitlement to indemnification unless the Company
provides information sufficient to overcome such presumption by clear
and convincing evidence.

(b) If the person or persons empowered or
selected under this Article V to determine whether Indemnitee is
entitled to indemnification shall not have made a determination within
60 days after receipt by the Company of Indemnitee's request for
indemnification, the requisite determination of entitlement to
indemnification shall be deemed to have been made and Indemnitee shall
be entitled to such indemnification, absent (i) a knowing misstatement
by Indemnitee of a material fact, or knowing omission of a material
fact necessary to make Indemnitee's statement not materially
misleading, in connection with Indemnitee's request for
indemnification, or (ii) a prohibition of such indemnification under
applicable law; provided, however, that such 60-day period may be
extended for a reasonable time, not to exceed an additional 30 days, if
the person making the determination with respect to entitlement to
indemnification in good faith requires such additional time for the
obtaining or evaluating of documentation and/or information relating to
such determination; provided further, that the 60-day limitation set
forth in this Section 5.4(b) shall not apply and such period shall be
extended as necessary (i) if within 30 days after receipt by the
Company of Indemnitee's request for indemnification under Section 5.1
hereof Indemnitee and the Company have agreed, and the Board has
resolved, to submit such determination to the stockholders of the
Company pursuant to Section 5.2(b) hereof for their consideration at an
annual meeting of stockholders to be held within 90 days after such
agreement and such determination is made thereat, or a special meeting
of stockholders for the purpose of making such determination to be held
within 60 days after such agreement and such determination is made
thereat, or (ii) if the determination of entitlement to indemnification
is to be made by Independent Counsel, in which case the applicable
period shall be as set forth in Section 6.1(c) hereof.

(c) The termination of any Proceeding or of any
Claim, issue or matter by judgment, order, settlement (whether with or
without court approval) or conviction, or upon a plea of nolo
contendere or its equivalent, shall not by itself adversely affect the
rights of Indemnitee to indemnification or create a presumption that
Indemnitee did not act in good faith or in a manner that he reasonably
believed to be in or not opposed to the best

ARTICLE VI

CERTAIN REMEDIES OF INDEMNITEE

Section 6.2 Adverse Determination Not to Affect any
Judicial Proceeding. If a determination shall have been made pursuant to
Article V that Indemnitee is not entitled to indemnification under this
Agreement, any judicial proceeding or arbitration commenced pursuant to this
Article VI shall be conducted in all respects as a de novo trial or arbitration
on the merits, and Indemnitee shall not be prejudiced by reason of such initial
adverse determination. In any judicial proceeding or arbitration commenced
pursuant to this Article VI, Indemnitee shall be presumed to be entitled to
indemnification or advancement of Expenses, as the case may be, under this
Agreement and the Company shall have the burden of proof in overcoming such
presumption and to show by clear and convincing evidence that Indemnitee is not
entitled to indemnification or advancement of Expenses, as the case may be.

Section 6.4 Company Bound by the Agreement. The Company
shall be precluded from asserting in any judicial proceeding or arbitration
commenced pursuant to this Article VI that the procedures and presumptions of
this Agreement are not valid, binding and enforceable and shall stipulate in
any such court or before any such arbitrator that the Company is bound by all
the provisions of this Agreement.

ARTICLE VII

MISCELLANEOUS

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Section 7.2 Insurance and Subrogation.

(a) To the extent the Company maintains an
insurance policy or policies providing liability insurance for
directors, officers, employees, agents or fiduciaries of the Company or
of any other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise that such person serves at the request
of the Company, Indemnitee shall be covered by such policy or policies
in accordance with its or their terms to the maximum extent of the
coverage available for any such director, officer, employee, agent or
fiduciary under such policy or policies.