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 Dennis J. Horowitz, 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 containing

substantially the same terms and conditions as this Agreement (the "Prior

Agreement"); and



      WHEREAS, the Company and the Executive believe that the Prior Agreement

should be amended and restated in its entirety in order to include a lump sum

payment election, to conform the provisions regarding bonuses, 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 including the date of termination or resignation,

and (C) such employee benefits as may be due to the Executive pursuant to the

provisions of the benefit plans which govern such issues.







                                  Page 1 of 10

{PAGE}

            (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 proposes 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

status of the Executive's responsibilities from those in effect on the date

hereof, disregarding change in title only.



            (iv)  The date of termination for Cause shall be the date of receipt

by the Executive of written notice of such termination, or such later date as

may be contained in said notice. The date of resignation without Good Reason

shall be the date of receipt by the Company of a written notice of such

resignation.







                                  Page 2 of 10

{PAGE}

      (b)   Termination without Cause; Resignation for Good Reason or after a

Change in Control.



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

without Cause, or if the Executive resigns from his employment for any reason

within two (2) years following a Change in Control, the Executive shall be

entitled to receive the benefits described in subparagraphs (A), (B), (C) and

(D) below. If the Executive resigns for Good Reason (unless said resignation is

within two (2) years following a Change in Control, in which event his benefits

are described in the preceding sentence), he shall be entitled to those benefits

described in (A), (B) and (D) below only. In either case, said benefits will

only be paid if the Executive executes an Agreement and General Release, which

shall be drafted by the Company, and if the Executive complies with Section 2 of

this Agreement.



                  (A)   The Company shall pay to the Executive either (x) during

the two years immediately following a Change in Control, in the event of (i)

termination by the Company without Cause, or (ii) resignation by the Executive

for any reason, an amount equal to three (3) years' salary; or (y) at any other

time, in the event of (i) termination by the Company without Cause or (ii)

resignation by the Executive for Good Reason, an amount equal to three (3)

year(s) salary; in either case to be paid at the rate in effect immediately

prior to the Severance Date (as defined in Section 1(b)(iv)) plus pay at the

same rate for all vacation time accrued during the calendar year in which the

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