2002 CHANGE IN CONTROL, SEVERANCE

                          AND NON-COMPETITION AGREEMENT





         AGREEMENT, dated as of July 12, 2002 and effective as of July 12, 2002

by and between Wolverine Tube, Inc., a Delaware corporation ("Wolverine" or

"Company"), and Massoud Neshan, an individual residing at Huntsville, Alabama

(the "Executive").



                              W I T N E S S E T H:



         WHEREAS, Wolverine recognizes the Executive's expertise in connection

with his employment by Wolverine or its subsidiaries or affiliates

(collectively, the "Company"); and



         WHEREAS, the Company desires to provide the Executive with severance

benefits or the opportunity for continued employment in a different position if

the Executive's employment in his current position is terminated for the reasons

set forth herein and the Executive refrains from engaging in certain activities

in the event his employment is terminated, upon the terms and conditions

hereinafter set forth; and



         WHEREAS, the Company and the Executive have heretofore in 1999 entered

into a Change in Control, Severance and Non-Competition Agreement (the "Prior

Agreement"); and



         WHEREAS, the Company believes that the Prior Agreement should be

amended and restated in its entirety in order to address the competitiveness of

the current benefits provided under the Prior Agreement and to resolve certain

ambiguities contained therein; and



         WHEREAS, the Company and the Executive have therefore agreed to enter

into this Agreement, which shall replace and supersede the Prior Agreement;



         NOW, THEREFORE, in consideration of the premises and the mutual

covenants herein contained, the parties hereto hereby agree as follows:



1.       Termination of Employment.



         (a)      Termination for Cause; Resignation without Good Reason.



                  (i)      If the Executive's employment is terminated by the

Company for Cause, as defined in Section 1(a)(ii) hereof, or if the Executive

resigns from his employment hereunder, other than for Good Reason, as defined in

Section 1(a)(iii) hereof, unless said resignation comes within two (2) years of

a Change in Control, as discussed in Section 1(b)(i) below, the Executive shall

be entitled to only (A) severance benefits as provided by the Company's general

procedures and practices, if any, (B) payment of the pro rata portion of the

Executive's salary through and





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including the date of termination or resignation, and (C) such employee benefits

as may be due to Executive pursuant to the provisions of the benefit plans which

govern such issues.



                  (ii)     For purposes of this Agreement, termination for

"Cause" shall mean termination of the Executive's employment by the Company

because of (A) the Executive's conviction for, or guilty plea to, a felony or a

crime involving moral turpitude, (B) the Executive's commission of an act of

personal dishonesty in connection with his employment by the Company, (C) a

breach of fiduciary duty in connection with his employment with the Company

which shall include, but not be limited to, (1) investment in any person or

organization with the knowledge that such person or organization has or purposes

to have dealings with the Company, such person or organization competes with the

Company, or the Company is considering an investment in such person or

organization (the reference to "organization" excludes federal credit unions,

publicly owned insurance companies and corporations the stock of which is listed

on a national securities exchange or quoted on NASDAQ if the direct and

beneficial stock ownership of the Executive, including members of his immediate

family, is not more than one percent (1%) of the total outstanding stock of such

corporation); (2) a loan (including a guaranty of a loan) from or to any person

or organization having or proposing any dealings with the Company or in

competition with the Company; (3) participation directly or indirectly in any

transaction involving the Company other than as a director or as an officer or

employee of the Company; (4) acceptance from any person or organization having

or proposing any dealings with the Company or in competition with the Company of

any gratuity, gift, entertainment or favor which exceeds either nominal value or

common courtesies which are generally accepted business practice; or (5) service

as an officer, director, partner or employee of, or consultant to, any person or

organization having or proposing dealings with the Company or in competition

with the Company; (D) the Executive's failure to execute or follow the written

policies of the Company, including, but not limited to, the Company's policy

against discrimination or harassment, or (E) the Executive's refusal to perform

the essential functions of the job, following written notice thereof.

Termination of the Executive's employment as a result of his death or disability

(if such Executive is eligible for benefits under the Company's long-term

disability plan or would be eligible for such benefits were the Executive a

participant in said plan) shall constitute a termination by the Company with

Cause for purposes of this Agreement.



                  (iii)    For purposes of this Agreement, resignation for "Good

Reason" shall mean the resignation of the Executive within a period of six (6)

months after (A) a reduction in the Executive's benefits or pay in an amount in

the aggregate in excess of five percent (5%) thereof, unless all individuals at

the same managerial level as the Executive experience a similar reduction in

benefits or pay or (B) a substantial adverse alteration occurs in the nature or

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