EMPLOYMENT AGREEMENT

This Employment Agreement (the Agreement) dated as of this 5^th day of March, 2003 by and between Metals USA, Inc., a Delaware corporation (the Company), and William R. Bennett (Executive).

RECITALS

A.            As of the Effective Date, the Company is engaged primarily in the business of providing metals processing, metals fabricating, and/or specialty metals services; and

B.            Executive is employed by the Company in a confidential relationship wherein Executive, in the course of Executives employment with the Company, has and will continue to become familiar with and aware of information as to the Companys customers, specific manner of doing business, including the processes, techniques and trade secrets utilized by the Company, and future plans with respect thereto, all of which has been and will be established and maintained at great expense to the Company; this information is a trade secret and constitutes the valuable good will of the Company; and

C.            The parties desire to agree to the various matters described herein and to memorialize those agreements herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, it is hereby agreed as follows:

1.             Employment and Duties.

(a)           Effective November 1, 2002 (the Effective Date), the Company hereby employs Executive as Senior Vice President of the Company and President of the Plates & Shapes Group.  As such, Executive shall have responsibilities, duties and authority reasonably accorded to and expected of, and consistent with Executives positions and will report directly to the Office of the Chairman of the Company until a President has been hired by the Board of Directors of the Company (the Board) and then to the President, unless otherwise ordered by the Board.  Executive hereby accepts this employment upon the terms and conditions herein contained and, subject to Section 3 hereof, agrees to devote Executives full business time, attention and efforts to promote and further the business of the Company.

(b)           Executive shall faithfully adhere to, execute and fulfill all policies established by the Company, as such policies may be changed from time to time by the Company, including the Companys Code of Conduct.

2.             Compensation.  For all services rendered by Executive, the Company shall compensate Executive as follows:

(a)           Base Salary.  As of the Effective Date, the base salary payable to Executive shall be $280,000 per year, payable on a regular basis in accordance with the Companys standard payroll procedures.  On an annual basis, the Company will review Executives performance and may make increases to such base salary if, in its discretion, any such increase is warranted.

(b)           Executive Perquisites, Benefits, Annual Bonus and Other Compensation.  Executive shall be entitled to receive additional benefits and compensation from the Company in such form and to such extent as specified below:

(i)            For calendar years 2003 and 2004, Company shall pay Executive a minimum annual bonus of $70,000, each year, pro rated for any partial year that Executive works and payable at the same time that the Company customarily pays annual bonuses.

(ii)           Admittance for participation for Executive and Executives dependent family members under health, hospitalization, disability, dental, life and other insurance plans that the Company may have in effect from time to time, with benefits provided to Executive under this clause (ii) to be at least equal to such benefits provided to Company employees generally, and participation in any senior executive health plans established by the Company.

(iii)          Reimbursement for all business travel and other out-of-pocket expenses reasonably incurred by Executive in the performance of Executives services pursuant to this Agreement.  All reimbursable expenses shall be appropriately documented in reasonable detail by Executive upon submission of any request for reimbursement, and in a format and manner consistent with the Companys expense reporting policy.

(iv)          The Company shall provide Executive with executive perquisites as may be available to or deemed appropriate for Executive by the Board, including participation in all other Company-wide employee benefits, including equity incentive plans and programs at levels comparable to the President of the Flat Rolled Group as are available from time to time.

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