Effective March 1, 1998 through February 28, 2003 2 AGREEMENT INDEX

This Agreement, dated March 1, 1998 is made by and between SOUTHDOWN,
INC. and the INTERNATIONAL BROTHERHOOD OF BOILERMAKERS, CEMENT, LIME,
GYPSUM, AND ALLIED WORKERS DIVISION, LOCAL LODGE NO. D357, referred to
respectively as the "Company" and the "Union."

PREAMBLE

Both the Union and the Company agree that the successful operation of
the Plant is in the best interests of the Union, its membership, the
Company and the Committee at large. And the best way to insure a
successful operation is to utilize a cooperative approach to problem
solving that utilizes input from all interested parties and
communicate the results of decisions, and the basis for them, to those
affected. While a cooperative approach does not specify current or
future action, it requires a commitment to communication,
understanding and the future that both the Union and the Company are
willing to make.

In an effort to promote communication and understanding, a monthly
meeting will be held between Union leadership and Plant management to
discuss non-contractual issues regarding the present and future
operation of the Plant, such as expected production and profitability,
potential changes in working conditions and potential sources of
improvement. Items specifically not to be discussed include
grievances and contractual disputes.

ARTICLE 1 - PURPOSE

1.1 It is the object of the parties to this Agreement to protect
the best interests of the employees and of the Company and to
abide by this Agreement.

ARTICLE 2 - RECOGNITION

2.1 Pursuant to and in conformity with the National Labor
Relations Act, as amended, and the certification by the
National Labor Relations Board, dated January 20, 1956, the
Company recognizes the Union as the exclusive bargaining
agency for all production and maintenance employees at the
Company's plant, Atlas storage facilities, and quarries
located at Fairborn, and Xenia, Ohio, but excluding all Office
Clerical Employees, Guards, Professional Employees, and
Supervisors as defined in the Act.

ARTICLE 3 - EMPLOYMENT

3.1 (1) The Company shall not discriminate against any employee
because of membership in or activity in behalf of the
Union.

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(2) The Company agrees that 90 consecutive calendar days from
the last date of hire or rehire (but not less than 60 days
during each of which work was actually performed) each
permanent employee shall have made application for
membership in the Union as a condition of continued
employment, subject to applicable law.

3.2 All provisions of this agreement shall be applied to all
employees without regard to race, color, sex, religion, creed,
age, national status or veteran status. The Company and the
Union will comply with all federal and state laws concerning
the rights of workers including the Americans with
Disabilities Act and the Family and Medical Leave Act.

3.3 (1) a. All production and maintenance work customarily
performed by the Company in its own plant, Atlas
storage facilities, and quarries with its own
employees shall continue to be performed by the
Company with its own employees as long as, in the
opinion of management, the Company has facilities and
equipment and available trained personnel to
economically and efficiently perform the work
required, within the time limits within which work
must be performed.

b. The Company agrees to notify the Local Union in
writing with a copy to the International
Representative who serves the Local Union at least
fourteen (14) days in advance of the date the Company
expects to begin work utilizing any subcontractors
(if such notice is reasonably possible) and to meet
with the Union upon request by the Union for
explanation of the reasons (the Company does not have
the facilities and/or equipment and/or available
trained personnel to economically and efficiently
perform the work required within the time limits
within which work must be performed in the opinion of
management) causing the Company to decide to contract
out any production and/or maintenance work. It is
understood that the Company will take into
consideration any facts or recommendations brought to
its attention with regard to the Company's decision
to subcontract production and/or maintenance work
normally performed by bargaining unit employees and
will consider utilizing plant resources, equipment
and trained personnel; it is further agreed that
after following the above procedure it will be the
Company's decision in deciding whether or not to
subcontract.

(2) Section 3.3 (1) above does not apply to new construction
or major modification work or to the outsourcing of
cement, clinker, and raw materials. It is hereby agreed
that the Company may, in its exclusive judgment,
subcontract any work in connection with or related to new
construction or major modification.

3.4 It is understood and agreed that during the normal course of
operations it may be necessary for non-bargaining unit
employees to perform some bargaining unit work from time to
time. Such work will include corrective action; instruction or
training

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of employees; demonstration; inspection or testing of
equipment; work of an emergency nature; and development work
for new processes and/or procedures.

ARTICLE 4 - MANAGEMENT

4.1 The Union recognizes that the management of the plant, the
direction of the working forces, including the right to hire,
discipline for just cause, the right to make and change and
enforce (after posting) rules for the maintenance of
discipline and safety; the exclusive rights to determine
partial or permanent discontinuance or shutdown of operations
(the Company's only obligation when exercising this right is
to bargain with the Union over the effects of that decision);
the right to promote, or transfer employees; the right to
transfer and relieve employees from duty because of lack of
work or other legitimate reason, and the right to establish
and change the working schedules and duties of employees are
vested in the Company, except as otherwise provided in the
Agreement. The listing of specific rights in this Agreement
is not intended to be nor shall be considered restrictive of
or a waiver of any of the rights of management not listed and
not specifically surrendered herein, whether or not such
rights have been exercised by the Company in the past.

ARTICLE 5 - UNION ACTIVITY

5.1 The Union Grievance Committee representing the employees in
matters other than negotiations and consisting of not more
than three (3) employees and the recording secretary shall
meet with the Company once a month on specified days, except
by mutual agreement a meeting may be postponed or canceled.
Provided, however, that matters pertaining to discharges or
other matters that cannot be reasonably delayed until the time
of the next regular meeting may be presented at any time by
mutual agreement. The normal meeting day for the monthly
meeting shall be the third Thursday of each month. Should
such day be unavailable for either party at any particular
meeting, sufficient notice shall be given to the other party
and arrangements made for later meeting.

5.2 Insofar as practical, meetings will be conveniently scheduled
so as to complete all business within the normal working day
for day employees. Any employee who is scheduled to work
during the hours the meeting is held and who attends the
meeting will be compensated only by multiplying his regular
classified hourly wage rate by the straight time hours he
attends the meeting.

5.3 When a meeting is scheduled at which a representative of the
International Union or a representative of the Company from
Corporate Headquarters will attend, any member of the
committee who is scheduled to work the third shift immediately
preceding the meeting will be excused from working the third
shift and will be compensated by multiplying eight (8) hours
at his regular classified hourly wage rate plus shift
differential if the employee has attended the meeting.

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5.4 Any member of the committee who is scheduled to work the
second shift immediately following the meeting will be excused
from working the second shift if the employee has attended the
meeting for six (6) hours. In the event the employee is
excused from working the second shift, he will be compensated
by multiplying eight (8) hours at his regular classified
hourly wage rate plus shift differential.

5.5 Any employee who is receiving sickness and accident benefits,
or Workers' Compensation Benefits for the day of the meeting
or who is absent due to disciplinary layoff shall not receive
any compensation under this article.

5.6 Two members of the negotiating committee will be paid for
actual straight time spent in attendance at negotiating
meetings with the Fairborn plant not to exceed eight (8) hours
pay at any meeting. The Union Negotiating Committee
representing the employees in negotiations shall consist of
not more than four (4) employees which shall include local
Union officers.

5.7 Where possible, a member of the Grievance Committee shall be
notified before any employee is suspended from work. If a
member of the Grievance Committee is not notified prior to
suspension, he shall be notified as soon as practical
thereafter.

5.8 The Company and the Union Grievance Committee shall meet prior
to a discharge of an employee to review the facts of the case.

5.9 (1) Where there is a discussion between an hourly employee and
a supervisor that is intended as a disciplinary measure
resulting in written warning, the employee may request
that a grievance committeeman, job xxxxxxx or other
designated employee be present.

(2) It shall be the responsibility of the Union to appoint and
have available on each shift a committeeman, job xxxxxxx
or other employee designated for purposes of this Section
who shall be identified to the Company in writing.

(3) It is not the intent of this Section to expand the total
number of committeemen as provided for in Article 5.1.

5.10 Union activities shall not be conducted during working hours,
except that, with the consent of the Company, a member or
members of the Union Grievance Committee may try to adjust an
existing problem between the Union and the Company. There
shall be one (1) xxxxxxx on each rotating shift who may, in
the absence of a committee member, try to adjust an existing
problem. Such consent will not be unreasonably withheld or
delayed. Local Union officers and stewards off duty and
representatives of the International Union shall, upon
permission from the Company, be permitted on the Company's
premises to investigate grievances. Such permission shall
come from the Plant Manager or his designee and will not be
unreasonably withheld or delayed.

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5.11 An International Representative, upon permission from the
Plant Manager or his designee, may be present at any of the
above-mentioned meetings.

ARTICLE 6 - SENIORITY

6.1 The following factors shall apply in the awarding of all jobs:

a. For Wage Group Position 7
Qualifications of the applicant which shall include:
ability to perform the work, aptitude as determined by the
applicant achieving a minimum correct score of 70% on the
mechanical aptitude test published by the Psychological
Corporation, where testing is required as identified in
the Schedule A Wage Group Training requirements, skills,
Fairborn plant experience, other work experience, training
for the job and attendance.

b. For Wage Group Positions 6 and below
Selection will be based upon seniority, providing the
employee is eligible for consideration based on all other
requirements of this Article.

6.2 The selected bidder, provided he is capable of performing the
essential job functions, will be allowed to demonstrate his
abilities to perform as required. It must be reasonable to
assume that such employee will be capable of performing and
learning the duties of such job. Employees who have been
disqualified in the past for failing to demonstrate the
capability of performing and learning the duties of a new job
may be prevented from being selected for a higher rated job
bid award. The employee selected shall be given a fair trial
period as determined by the Company. The Company will provide
periodic written performance evaluations until the employee is
either qualified or disqualified. If after a fair trial
period, in the judgement of the Company, the employee fails to
qualify, he shall be returned to his former position and the
next bidder be given consideration. Employees who receive
repeated disciplinary tickets, relevant to job performance in
the twelve (12) months prior to bidding the job, will not be
given consideration for advancement to Wage Group 4 and above
or to the Entry Level Training Program. However, if in the
judgement of the Company, due to unforeseen circumstances
there are no qualified bidders for Wage Groups 6 and 7, the
Company may fill Wage Groups 6 and 7 from any source.

6.3 (1) As to employees on the payroll when this Agreement becomes
effective, seniority is defined as the length of
continuous service with the Company. Seniority rights,
once established, start from the last date of hire;
provided, however, that an employee shall not have any
seniority rights until after ninety (90) consecutive
calendar days (60 work days) following his last date of
hire by the Company. Such employee shall not have
recourse to the grievance procedure of this Agreement and
may be laid off or discharged as exclusively determined by
the Company.

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(2) Probationary or temporary employees do not qualify for
group medical/dental benefits.

(3) Temporary employees may be employed between May 1 and
October 1. This time period may be extended by mutual
agreement. They will not be subject to the 90 day
probationary requirements but will be treated as
probationary employees and may be terminated for any
reason during their entire period of employment.
Temporary employees may not be employed if there are
permanent bargaining unit employees with recall rights on
layoff.

6.4 An employee's employment shall be terminated and the
employee's seniority shall be lost by:

(1) discharge for cause;
(2) voluntary quit;
(3) failure to notify the Company of the employee's
intention to return to work after layoff within three
(3) working days, and to actually report to work
within seven (7) working days (unless the latter
period is extended in writing by the Company) after
he has been notified by certified mail at his last
address appearing on the Company's records to report
to work;
(4) voluntarily retire;
(5) absent for seventy-two (72) or more consecutive hours
without notifying his xxxxxxx or obtaining the
approval of such absence. This employee(s) will be
viewed as a voluntary quit unless the employee's
physical condition prevents proper notification.
(6) failure to return from a medical leave of absence
(occupational or non-occupational) after a period of
twenty-four (24) consecutive months.
(7) failure to return from layoff after a period of three
(3) consecutive years.

6.5 During a continuous period of absence, an employee absent due
to layoff shall retain recall rights for a period not to
exceed three (3) years. Employees will accrue seniority equal
to their years of service or three (3) years, whichever is
less.

6.6 When a vacancy occurs for which a laid off employee is
qualified, he will be given certified mail notice of recall at
his last address as shown on Company records. The employee
must notify the Company of the employee's intention to return
to work within three (3) working days and must report to work
within seven (7) working days (unless the latter period is
extended in writing by the Company) after he has been notified
by certified mail. If the employee is reinstated, he shall be
credited with seniority as prescribed above; if the employee
does not respond or refuses the recall, it shall be viewed as
a voluntary quit and he will forfeit all seniority and the
Company may fill the vacancy with a new employee.

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6.7 (1) An employee on continuous absence due to disability shall
accrue seniority for a period not to exceed twenty-four
(24) months. Should such an employee be declared totally
and permanently disabled prior to twenty-four (24) months,
such employee's name shall be removed from the payroll and
a certified mail notice to this effect will be sent to his
last address as shown on Company records.

(2) An employee returning from medical leave who is physically
able to return to work will return to his former position
or be allowed to bump to any job for which he is
physically capable of performing. Qualification will be
handled as in the normal bidding procedure.

6.8 Should an employee in the bargaining unit be promoted to a
supervisory position outside the coverage of this Agreement
and later after promotion be demoted, his seniority will be
reinstated in the amount he had when promoted. Any employee
promoted to a supervisory position after March 1, 1994 may
only be permitted to return to the bargaining unit within one
(1) year of the promotion.

6.9 Seniority lists agreed to by and between the Company and the
Union shall be posted on the bulletin board as of May 1 and
November 1 of each year. Corrections shall be made in the
seniority lists when it is proven an employee is placed in the
wrong position on said list, but all requests for corrections
must be made within thirty (30) calendar days from date of
posting or the list shall be valid as posted.

6.10 When the Company declares that a full time shift exists, where
possible, employees in the classification affected may
exercise their seniority to choose that full time shift. An
employee may exercise his seniority no more than twice per
calendar year for shift selection.

6.11 Senior employees in the labor force shall be given preference
to filling any temporary job with a higher wage rate.
However, the Company has the right to fill such temporary job
with another senior qualified laborer, if such employee became
qualified in the position in question while he was the senior
laborer, or under the bid system. If no one in the labor
force is qualified, the most senior laborer will be trained
for the job.

ARTICLE 7 - WORKFORCE CHANGES

7.1 Should the Company reduce the workforce due to layoff or any
other reason, the Company will give the Union reasonable
advance notice of same and, upon request by the Union,
promptly meet to review and explain such reductions.

7.2 (1) If the Company determines that the number of employees in
any job classification(s) are to be reduced or eliminated,
the decision as to which employee or employees are to be
removed from a job classification, shall be made by
seniority. However, in classifications in Wage Groups 6
and 7 and in positions with training programs, the Company
may have to deviate from

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seniority to retain needed skills to ensure efficient
operations.

(2) Any employee so removed from a job classification in
accordance with paragraph 7.2 (1) above, may exercise his
seniority to move into any other job classification for
which he is qualified. Consequently, if this procedure
results in the Company declaring that the number of
employees in the job classification to which the employee
has transferred must be reduced, the same procedure shall
be utilized. Any subsequent transfers as a result of the
above procedure will result with the least senior employee
or group of employees being laid off.

(3) "Qualified" for purposes of this paragraph 7.2 (2) shall
mean that an employee must be able to perform all duties
connected with the job classification within ten (10)
working days. It is further understood that the Company
shall allow the employee to demonstrate his abilities to
perform as required. It must be reasonable to assume that
such employee will be capable of performing the duties of
such job. For positions in Wage Groups 6 and 7, an
employee wishing to exercise seniority must have been
assigned to the position before, been fully qualified, and
left that job in good standing.

(4) Employees will be recalled in the reverse order that they
were laid off.

7.3 In the event the Company declares a temporary reduction in the
workforce due to a curtailment or shutdown because of business
or any other conditions, employees retained to perform
necessary work shall be selected on the following basis:

(1) Senior employees, whose regular jobs are not required,
shall have the option of accepting available work for
which they are qualified or accepting layoff, except that,

(2) The Company has the right to require that senior employees
work during the shutdown if there are not junior employees
with the necessary qualifications to perform the required
work.

(3) "Qualified" for purposes of paragraph 7.3 (1) shall mean
that an employee must be able to perform all duties
connected with the job classification without any training
and within five (5) working days.

7.4 The Company's decision concerning qualification as used in
this Article is subject to the grievance procedure.

7.5 Should the Company permanently shut down the present
facilities affording employment to the employees comprising
the bargaining unit (the present facilities shall be deemed to
have been permanently shut down if all productive facilities
are abandoned even though shipping facilities continue to
operate) the Company shall mail a notice informing each
affected employee that his employment with the Company has
been terminated because of permanent shutdown. The notice
shall be given in accordance with applicable federal law.

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7.6 New bargaining unit jobs, or bargaining unit jobs that have
experienced significant changes in duties, equipment, or
requirements will be discussed in the monthly Labor-Management
meeting.

ARTICLE 8 - PROMOTIONS AND TRANSFERS

8.1 When the Company determines a vacancy exists, other than a
minimum pay job, the Company will post a notice of such fact,
such notice to remain posted for a period of at least
seventy-two (72) consecutive hours, not including Saturdays,
Sundays, or holidays. This notice shall state rates of pay,
hours, and job requirements. Employees who wish the job shall
be considered in the manner provided herein in Article 6.1 and
6.2 and the successful applicant's name will be posted within
seven (7) days after the bids are opened, except where testing
is required. No job bids may be withdrawn by an employee once
the job is awarded. Said delay will not exceed fifteen (15)
days, unless additional time is agreed to between the Union
and Company. The successful bidder will be placed on the job
within as reasonable a time as possible from the date of
posting award but will continue to receive his previously
established rate until the Company determines he is qualified
to perform the bid job. In the event of the successful
applicant's failure to qualify in the opinion of the Company,
then it is understood that said employee is to be restored to
his former position and standing. Employees will submit their
bid to their supervisor and will be given a receipt for the
bid.

8.2 Laborers who are assigned to fill a job vacancy, as a result
of no one being awarded the job through the bidding procedure,
are entitled to return to laborer when there is an employee
with less seniority who is a permanent laborer. The Company
will not require any employee other than a laborer to fill, on
a permanent basis, a job vacancy of a different classification
than his own which is not filled through the bidding
procedure. This Section does not preclude the Company from
hiring new employees to fill such a job vacancy, nor does it
affect the Company's right to temporarily assign any employee
to such a job vacancy.

8.3 If within twenty-four (24) months following his assignment to
a new job under this procedure, an employee applies for
another new job of equal or lower classification, the Company
may, at its discretion, disregard such application. This
provision does not apply to employees successfully bidding
into the Entry Level Training Program.

8.4 Temporary Reassignment. An employee who is temporarily
assigned by his supervisor to perform work of a higher paid
job classification will be paid the rate of such higher job
classification for time actually worked. An employee
temporarily assigned by his supervisor to perform work in an
equal or lower paid classification will be paid the base
hourly wage rate of his permanent classification.

8.5 In no event shall the Company be requested or required to post
any job temporarily vacated by reason of vacations, illness,
or injury. The Company, at its discretion,

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may create temporary jobs not to exceed one hundred twenty
(120) work days. Successful bidders bidding down on such
temporary jobs will be placed in labor classification upon
completion of the job. Should the Company determine that any
temporary job becomes permanent, the Company shall post the
job as provided in Article 8.1. Such 120 day limitation shall
not apply to temporary jobs posted for reason of filling
vacancies caused by illness or injury to an employee.

ARTICLE 9 - HOURS AND WORK SCHEDULES

9.1 The work week of each employee shall start at 7:30 a.m. on
Sunday morning. A work day shall be the twenty-four (24) hour
period commencing at 7:30 a.m. each day.

9.2 Each employee shall perform work assigned to him by the
Company, and no employee shall absent himself from his work
without consent of the Company. Consent will be given by the
Company for a reasonable excuse.

9.3 Nothing in this Agreement shall be construed as a guarantee of
hours of work per day or per week, or of days of work per
week.

9.4 Work schedules for each work week will be posted by Friday of
the previous week prior to the end of the first shift only if
there is a change in hours, shift or days scheduled from the
previously posted schedule. It is the employee's
responsibility to check his schedule. If an employee's work
schedule is changed after the end of the first shift of the
preceding Friday, he shall be compensated with a thirty-five
dollars ($35.00) premium for the first eight hours worked in
his new schedule and the premium shall be paid in addition to
whatever compensation the employee is otherwise entitled to
receive under any other section of this Agreement unless the
reason for the change was outside the Company's control such
as fire, flood, storm, or another act of God. Every reasonable
effort will be made to notify employees in advance of their
reporting for work.

9.5 Unless a regular employee shall be specifically instructed not
to report to work at least twelve (12) hours before the
starting time of his regular assigned shift, he shall be
considered as having been ordered to report, and shall be
given a minimum of four (4) hours' work, excepting when causes
beyond the control of the Company make it impossible to give
the required notice, in which case no minimum hours of work
shall be given. Notices referred to in this paragraph shall
be deemed to have been given when a reasonable effort has been
made by the Company to give such notice orally or in writing
to such employee.

9.6 In the event an employee commences work on his shift and work
ceases during his shift for any reason and there is no other
available work for him, he shall be paid a minimum of eight
(8) hours, except when causes beyond the control of the
Company make it impossible, in which case no minimum hours of
work shall be given.

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9.7 Work performed by reason of changes of schedules or
reassignment of employees, as herein above provided, shall not
be construed as constituting work in excess of regular
scheduled working time.

9.8 One-half (1/2) hour at time and one-half shall be paid for
any scheduled lunch period interrupted by a work assignment,
and either prior to or subsequent to the regular lunch period,
reasonable time for lunch shall be granted with pay for same
at the employee's regular rate.

9.9 It is agreed that the Company's right to a seven (7) day per
week continuous operation is in no way affected.

9.10 Any employee detained from work on account of sickness or
other good reason shall notify either the plant personnel
office or his xxxxxxx in accordance with the Company's A & T
Policy. When an employee has been absent from his job for
good cause, he must notify the plant personnel office or his
xxxxxxx of his intentions to report back for work before the
end of the last shift he would have worked had he not been
absent. If an employee fails to give the above notice, the
Company will not be obligated to provide work nor minimum pay
for him.

9.11 Whenever a layoff is planned because of a change or reduction
in plant production requirements, the Company will, not less
than five (5) calendar days prior to the effective date of the
layoff, post a bulletin stating the expected extent of such
layoff and the expected effect on the work force. In the
event the required notice is not given in accordance with the
above, the Company will pay the laid off employee(s) the
scheduled time lost at the applicable straight time shift rate
up to five (5) days pay. The five (5) calendar days period
shall commence on the day following the posting of the notice.
The foregoing does not apply to disciplinary layoffs and
layoffs because of curtailment made necessary by disaster or
emergency conditions affecting the ability of the Company to
physically operate the Plant.

ARTICLE 10 - OVERTIME

10.1 It is recognized that overtime work is necessary and essential
in the Company's operation. An employee may request relief
from scheduled overtime by advising his xxxxxxx of his request
not later than twenty four (24) hours prior to the start of
the overtime assignment. If the required work cannot be
performed by voluntary overtime, the employee lowest in
seniority in the required classification shall be assigned the
overtime work. If overtime becomes excessive in any given
classification, it will be discussed in Labor-Management
meetings.

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10.2 Overtime rates shall be as follows:

SCHEDULED RATES CALLOUT RATES
--------------- -------------

(1) Regular Day/Week

Over 8 hrs/40 hrs 1 1/2x 1 1/2x
Over 12 hrs/Day 2 x 2 x
12 hrs Overlap/Shift 2 x 2 x

(2) 6th Day/Scheduled Off-Day

1st 12 hrs 1 1/2x 1 1/2x
Over 12 hrs 2 x 2 x

(3) 7th Day Worked

1st 12 hrs 2 x 2 x
Over 12 hrs 2 1/2x 2 1/2x

(4) Sundays Worked *

1st 8 hrs 1 1/2x 2 x
Over 8 hrs 1 1/2x 2 x
Over 12 hrs 2 x 2 1/2x

(5) Holidays

1st 8 hrs ** 1 1/2x 2 x
Over 8 hrs 1 1/2x 2 x
Over 12 hrs 2 x 2 1/2x

NOTES

*If an employee is scheduled to work on Sunday, (the twenty-four (24)
hour period from 7:30 a.m. on Sunday to 7:30 a.m. Monday), the
employee shall be compensated at one and one half (1 1/2) times his
straight time hourly rate.

**Plus eight (8) hours holiday pay if eligible.

10.3 In the event an employee works more than twelve (12) hours in
his work day, and is being paid at the rate of double time,
his rate of pay shall not be reduced when his work continues
into, or overlaps his regular shift. However, the Company may
exercise the following option:

(1) Send the employee home at any time during the shift,
provided the remainder of the shift is paid for at
straight time. Such employee cannot be called back to
work until he has been off duty for eight (8) consecutive
hours. Time paid for under this provision shall be
counted as time worked for the purpose of equalization of
overtime only.

10.4 Callouts

(1) If an employee is called out after his regular shift and
after leaving the plant, or on off days, he shall be paid
a minimum of four (4) hours pay at the applicable callout
rate.

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(2) It is understood that if an employee is called back to
work, he may be required to perform any duties related to
his classification in connection with breakdowns or
emergency situations in addition to the duties for which
he was called out. If such employee is notified twelve
(12) hours or more in advance of his shift, the four (4)
hour minimum will not apply.

(3) If an employee is called out before his scheduled shift,
and he works over into his scheduled shift, he shall
receive the applicable callout rate until the expiration
of the four hour call-out guarantee, and then shall
receive the applicable straight time rate for the
remainder of his scheduled shift.

10.5 Overtime Rules

(1) There shall be no pyramiding or duplication of overtime or
premium pay.

(2) Employees who work in excess of their regular scheduled
working time shall not be sent home to equalize such
overtime.

(3) Employees who work more than 15 minutes past the end of
their regularly scheduled shift in any one day, will be
paid for one (1) hour at the applicable rate. Time worked
over one (1) hour will be paid in 15 minute increments.

(4) The Company agrees that, over each calendar year, it will
make a reasonable attempt to allocate overtime equally
among employees within the same classification within
which the overtime occurs. Overtime lists will be posted
monthly. An employee working on a job shall be given
first consideration if any overtime is needed to finish
the job.

(5) If an employee is asked to work overtime and he does not
so work, he shall be charged on the overtime chart for the
amount of hours worked on that job by the employee who
accepted the overtime.

(6) An employee shall be eligible for seventh (7th) day worked
overtime rates only if such employee has worked and
completed the sixth (6th) day in a work week. An employee
who is absent a full shift or less without being excused
during his regular work week will not be eligible for
seventh (7th) day overtime rates and will not be eligible
for sixth (6th) day overtime rates until such employee has
worked forty (40) regular hours.

(7) When overtime is available within a classification,
everyone in that classification should be called prior to
offering the overtime to anyone outside the
classification.

10.6 If a holiday falls on an employee's normally scheduled work
day, it shall be counted as a day worked toward the
calculation of overtime.

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ARTICLE 11 - WAGES

11.1 It is agreed that for the duration of this Agreement, the wage
groups and the rates of pay shall be those set in Schedule "A"
and "B" attached hereto.

11.2 All regularly scheduled work beginning between the hours of
5:00 a.m. to 10:00 a.m. will be considered as day shift work.

11.3 All regularly scheduled and/or consecutive work beginning
after 3:00 p.m. and before 1:00 a.m. will be considered as
night shift work.

11.4 Each employee regularly scheduled to work the night shift
shall be paid a premium of fifty-five cents for all hours
worked by that employee on that work day. This premium rate
does not apply to day workers even though they may work over
into the night shift. However, if a day shift worker is
scheduled to take the place of a regularly scheduled shift
worker, then the premium rate applies.

11.5 Employees who begin their normal shift outside the hours
designated in 11.2 or 11.3 will be paid the night shift
premium for hours actually worked after 3:00 p.m. and before
5:00 a.m.

11.6 Group Leader: Group leaders are responsible to assist the
Company. The Company will determine when the need for a group
leader exists. Group leader positions will be filled through
the job bidding procedure. Employees assigned as group
leaders shall receive a premium of $1.50 per hour over Wage
Group Seven.

ARTICLE 12 - HOLIDAYS

12.1 (1) The following eleven (11) days shall be considered
holidays:

New Year's Day Thanksgiving Day
Good Friday Day after Thanksgiving
Memorial Day Christmas Eve
Independence Day Christmas Day
Labor Day President's Day
New Year's Eve

(2) If any of these holidays fall on Sunday, the following
Monday shall be considered the holiday. When Christmas
Day or New Year's Day fall on a Sunday or Monday, the
Christmas Eve and New Year's Eve holiday will be
celebrated on the Saturday preceding Christmas Day or New
Year's Day. For the purposes of this Article, a holiday
shall be defined as a twenty-four (24) hour period
beginning at the start of the regular scheduled day shift
on the holiday.

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12.2 Employees who do not work on the holidays specified herein
shall receive as holiday pay, eight (8) hours pay at their
regular straight time hourly rate, exclusive of shift
differentials, provided they meet all of the following
conditions:

(1) Probationary or temporary employees do not qualify for
holiday pay.

(2) The employee shall have worked his last scheduled working
day prior to and his next scheduled working day after such
holiday unless excused.

(3) In no event shall a holiday be paid for unless an employee
has also worked during the thirty (30) day period
immediately preceding or immediately following the holiday
except that the thirty (30) day limitation shall not apply
if the employee was temporarily absent from work because
of sickness or accident.

12.3 Employees scheduled or notified to work on a holiday, but
failing to report for and perform such work, unless excused by
the Company, shall not be entitled to any holiday pay.

12.4 If a holiday occurs during an employee's vacation, he shall
receive eight (8) hours pay at the straight time rate of his
permanently assigned classification, in addition to vacation
pay.

12.5 If an employee is scheduled to work on a holiday, but then is
instructed by the Company not to work without seventy-two (72)
hours notice, he shall receive for that holiday eight (8)
hours pay at two (2) times his regular straight time hourly
rate.

12.6 The phrase "straight time hourly wage rate" as used solely in
this Article, shall mean the higher of either the employee's
regular straight time hourly wage rate or the highest straight
time hourly wage rate for a job on which the employee works at
least eight (8) consecutive hours in the workweek in which the
holiday falls provided that the hours worked are on the day
before or the day after the holiday whether previously
scheduled or not.

ARTICLE 13 - VACATIONS

13.1 An employee will be eligible for vacation as follows:

(1) For an employee who has been in the continuous service of
the Company for more than one (1) year, the length of
vacation shall be two (2) weeks.

(2) For an employee who has been in the continuous service of
the Company for more than eight (8) years, the length of
vacation shall be three (3) weeks.

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(3) For an employee who has been in the continuous service of
the Company for more than fifteen (15) years, the length
of vacation shall be four (4) weeks.

(4) For an employee who has been in the continuous service of
the Company for more than twenty-five (25) years, the
length of vacation shall be five (5) weeks.

13.2 Vacation pay shall include appropriate shift differential for
those on fixed shifts. Employees working on rotating shifts
shall be paid an average of the rates for the rotating shifts
involved.

13.3 Vacation pay shall be computed by multiplying the number of
hours in the regularly scheduled workweek by the straight time
hourly rate of pay, but shall in no event be more than
forty-eight (48) or less than forty (40) hours pay subject to
the provisions listed in 13.5 and 13.6 below. Vacation pay
will be computed at the rate for the permanently assigned
classification on which an employee is working at the time he
takes his vacation; however, if the employee has held a single
higher rated classification for more than six (6) months
during the year preceding his vacation, he will receive
vacation pay computed at the higher rate.

13.4 Employees shall be eligible for their full appropriate
vacation as of January 1, if they have been in the continuous
service of the Company and have worked 1200 hours or more
during the previous calendar year. Employees who have worked
less than 1200 hours during the previous calendar year shall
have their vacation computed on the basis of 1/12 for each 100
hours worked. An employee shall be considered as having
worked for the purpose of vacation eligibility on the basis of
an eight (8) hour day and a forty (40) hour week during
absence from work because of illness or injury for a period
not to exceed 400 hours.

13.5 An employee who qualified for a vacation and who leaves the
employ of the Company for any of the reasons hereinafter set
forth shall receive vacation pay for the unused and pro rata
portion of his vacation:

(1) Retirement
(2) Lay off
(3) Illness
(4) Voluntary quit with two (2) weeks notice to the Company
(5) In the event of the employee's death to his surviving
spouse or to the estate

13.6 An employee who voluntarily quits without two (2) weeks notice
to the Company or who is discharged will not receive vacation
pay for the unused portion of his vacation.

13.7 Any pro rata vacation shall be computed as outlined in Section
13.4 of this Article.

13.8 Vacations may be taken at any time at the employee's
convenience, provided ample notice is given the Company and
provided previous arrangements with the Company

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have been made and approved. Vacation requests must be made
by January 15. Where requested vacation periods conflict,
seniority will have preference. Such seniority can only be
used once prior to February 1, when the schedule is posted.
Vacation periods not scheduled prior to February 1, may be
scheduled on a first come, first serve basis until April 1.
After April 1, vacations may be scheduled whenever they do not
cause scheduling or operational problems. Vacations shall
include (without pay) regular days off prior, and subsequent
to the paid days of the vacation periods. No employee may take
more than two (2) consecutive weeks vacation during the months
of June, July and August.

13.9 Vacations must be taken during the calendar year. Employees
entitled to vacations shall be permitted to take such
vacations in separate periods of not less than five (5)
consecutive workdays each. However, one (1) week of vacation
can be used one day at a time provided:

1) The employee makes a request at least seventy-two (72)
hours in advance, and;

2) The request is granted by the Company,

3) Employees may use the days vacation to cover an illness or
injury provided the Company is notified as soon as
possible but no later than 30 minutes before the start of
the shift. The Company will require the employee make a
request for a one day vacation for illness/injury in
writing before payment will be authorized.

4) Any employee with a current disciplinary warning for
absenteeism on file will be ineligible for one day
vacations under paragraph 3 of this section.

The intent is to arrange absences so that the Company will not
incur penalties and, as such, the Company may disallow
specific requests for a personal leave.

13.10 An employee may request vacation pay, up to a maximum of two
(2) weeks per year, in lieu of time off provided it is
approved by the Company.

ARTICLE 14 - JURY DUTY - WITNESS PAY

14.1 It is agreed that the Company shall make up the wage loss
incurred by a regular employee (as distinguished from a
probationary employee) because of jury service by payment of
the difference between the amount received for such jury
service on the day such employee would have been regularly
scheduled to work and his regular rate of pay computed on the
same basis as daily vacation pay. Any employee reporting for
jury duty will not be required to work his regular shift that
calendar day or with the Company's approval an adjoining day
may be substituted for third shift employees. The employee
will be excused for the entire day without loss of pay. Hours
spent on jury service and paid for hereunder shall be
considered as time actually worked for all overtime purposes.
Further as outlined above, the Company

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shall make up the wage loss incurred by an employee when
subpoenaed as a witness in an action when the employee is
neither the plaintiff nor defendant or in a matter to which
the Company has no detrimental interest.

14.2 To receive pay from the Company under this provision, the
employee must provide the Company with a statement signed by
an official of the court certifying as to the employee's
service as a juror or court witness or appearance in court for
such purposes, the date or dates of attendance, and the
compensation paid him exclusive of any transportation and/or
subsistence allowance.

ARTICLE 15 - FUNERAL LEAVE

15.1 An employee (as distinguished from a probationary employee)
upon notification to the Company of the death of his or her
father, mother, spouse, son, daughter, son-in-law,
daughter-in-law, brother, sister, stepfather, stepmother,
stepson, stepdaughter, half-sister, half-brother,
mother-in-law, father-in-law, brother-in-law, sister-in-law,
employee's grandparents, spouse's grandparents, or
grandchildren, shall be granted up to and including his or her
next three (3) scheduled working days off with pay (up to four
(4) days off with pay if the employee is required to travel
beyond a radius of 500 miles). Payment by the Company for
such time lost shall be on the basis of eight (8) hours per
day at the employee's regular straight time hourly rate,
including shift differential. To be eligible for benefit
under this Article, the employee must supply reasonable
documentary evidence of the covered death, family
relationship, and attendance at the funeral or service.

15.2 As used herein, brother-in-law is defined to mean (1) the
brother of one's husband or wife, (2) the husband of one's
sister, (3) the husband of the sister of one's spouse, and
sister-in-law is defined to mean (1) the sister of one's
husband or wife, (2) the wife of one's brother, (3) the wife
of the brother of one's spouse.

15.3 The above clause shall not apply to an employee who is laid
off, except that when an employee is notified to return to
work effective on or before the date of the funeral, he shall
be granted full funeral leave with pay.

ARTICLE 16 - MILITARY RESERVE SUMMER CAMP

16.1 Active employees with one (1) year seniority and who are in
the Reserve of any branch of the military service, including
the National Guard, who are required to attend a summer
encampment as part of their reserve obligation shall receive
from the Company the difference between the amount of pay
received for such summer encampment and his regular straight
time hourly rate of pay for up to a maximum of two (2) weeks
per calendar year.

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ARTICLE 17 - SAFETY AND HEALTH

17.1 A Joint Safety and Health Committee shall be established
consisting of four (4) members, two (2) appointed by the
Company and two (2) appointed by the Local Union. In the
event that a member is absent from a meeting of the Committee,
his alternate may attend and when in attendance shall exercise
the duties of the member.

17.2 The Joint Committee shall meet as often as necessary, but not
less than once each month, at a regularly scheduled time and
place for the purpose of jointly considering, inspecting,
investigating, and reviewing health and safety conditions and
practices and investigating accidents, and for the purpose of
jointly and effectively making constructive recommendations
with respect thereto, including but not limited to the
implementation of corrective measures to eliminate unhealthy
and unsafe conditions and practices and to improve existing
health and safety conditions and practices. All matters
considered and handled by the Committee shall be reduced to
writing, and joint minutes of all meetings of the Committee
shall be made and maintained. One Union representative to the
Committee will accompany a Federal or State investigator on a
walk-around inspection or investigation and will attend any
pre or post inspection conferences.

17.3 All time spent in connection with the work of the Committee by
a Union representative including all time spent in pre or post
inspection conferences and walk-around time spent in relation
to Federal and State inspection and investigations as provided
for above, shall be compensated at the employee's regular
straight-time hourly wage rate. Any time spent during the
hours the employee is scheduled to work shall count toward the
calculation of any penalty or premium pay section of this
Agreement including, but not limited to daily or weekly
overtime. Any time spent outside the hours the employee is
scheduled to work shall not count toward the calculation of
any penalty or premium pay section of this Agreement. No time
spent outside of the hours the employee is scheduled to work
shall be compensated at a rate greater than one (1) times the
employee's straight-time hourly wage rate.

17.4 Any employee who believes his job presents a hazard to his
safety or health may request through his immediate supervisor,
an immediate review of his job by the Joint Safety and Health
Committee.

17.5 No employee shall be disciplined or discharged for refusing to
work on a job if his refusal is based on a bona fide claim
that said job is not safe or might unduly endanger his health
or safety.

17.6 The Company will furnish prescription ground safety glasses to
bargaining unit employees, including the cost of the
prescription. Glasses will not be replaced more frequently
than one (1) per year, unless damaged or broken during the
performance of duties.

17.7 (1) Should the Company require an employee to wear foot
protection, the Company will reimburse the employee for
the purchase of safety shoes for use by the

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employee. The annual reimbursement for active employees
shall be up to $170 per calendar year. Employees must
provide the Company with a written proof of purchase if
not purchased through a Company authorized safety shoe
supplier.

(2) In instances where the safety shoes are damaged on the
job, those shoes will be turned in and the employee may
purchase another pair of shoes as above.

ARTICLE 18 - LEAVES OF ABSENCE

18.1 Upon request, leave of absence from work may be granted by the
Company on account of sickness, death, or for sufficient
reason personal to such employee for a period not to exceed
ninety (90) calendar days on such occasions when the Company's
business will not suffer because of such absence. Upon proper
showing of reason therefore, this period may be extended with
the consent of both the Company and the Union.

18.2 Any employee elected or appointed to a full time position with
the International Brotherhood of Boilermakers, Cement, Lime,
Gypsum, and Allied Workers, or Local Union or the AFL-CIO or
any of its subordinate bodies, shall be granted an indefinite
leave of absence, providing thirty (30) days notice is given
the Company prior to the beginning of such leave. During such
leave seniority shall accumulate. Insurance benefits shall be
suspended after thirty (30) days of such leave and will again
be in effect the first day of returning to work with the
Company. Upon returning to work, such employee will be
reinstated on his former job, providing it is still in
existence; if not, he shall be eligible to apply for any job
within the Bargaining Unit by means of the existing bidding
procedure, or by bumping. The Company agrees to consent to
the absence of no more than one (1) employee at any time under
Paragraph 18.2.

18.3 No employee covered by this Agreement shall accept wages or
salary while on leave of absence. Any employee absent from
work in accordance with the foregoing provisions shall not
lose seniority, wage rate, or position, if physically fit upon
return to work. Should an employee accept a position for
wages or salary while on leave of absence, such employee will
terminate employment, and if re-employed, must be treated as a
new employee.

18.4 The Company agrees to consent to the absence of no more than
four (4) employees at any time from work, upon proper notice,
on account of business appertaining to the business of the
Local Union or International Union on such occasions when the
Company's business will not suffer because of such absence.
Any employee absent from work in accordance with the foregoing
provisions shall not lose his seniority, wage rate, or
position.

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ARTICLE 19 - INFORMATION

19.1 The Company shall, twice each year, upon written request by
the Union, furnish a seniority list based upon the first day
of the last continuous employment of each employee, setting
forth payroll number, name, date employed, classification,
rate of pay, department, date of birth, and address as shown
on the Company's records.

19.2 The Company will notify the recording secretary of the Union
promptly as to names and dates of employment of new employees,
birth dates, job classifications, severances, transfers, and
temporary transfers extending beyond fifteen (15) days.

19.3 The Company will notify the Union as to leaves of absences of
over thirty (30) days.

19.4 The Company will furnish a bulletin board for the exclusive
use of the Union at each time clock location.

19.5 The Company will notify the Union in writing when an employee
terminates employment due to disability or retirement.

ARTICLE 20 - INCAPACITATED EMPLOYEES

20.1 Any employee who becomes incapacitated and, on the basis of
competent medical opinion, cannot perform the essential job
functions of their regular job may, with mutual agreement
between the Company and the Union,
a. elect to exercise their plant seniority through the
bumping procedure,
b. be placed in a temporary assignment,
c. be placed in a vacant job, or
d. be placed in another job,
provided the employee can perform the job within a reasonable
amount of time. In placing an incapacitated employee under
this provision, the parties will take into consideration
seniority and fair placement of any other employee who may be
displaced by such assignment.

20.2 Any employee who is displaced by an incapacitated employee
pursuant to paragraph 20.1 of this Section may exercise their
plant seniority to bump into another position within the
bargaining unit at the plant for which they are qualified in
the same manner as provided for in the job bidding procedures.

20.3 The Company may require a second medical opinion regarding the
employee's incapacitation. Such examination will be at
Company expense.

ARTICLE 21 - FURNISHING OF TOOLS

21.1 The Company shall furnish all tools and equipment for its
employees, except to maintenance employees, in which case
these employees shall furnish their own hand tools. In case
of breakage or loss, the Company will replace or repair such
tools;

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such breakage or loss shall be reported immediately to the
Company. "Hand Tools" as used herein shall not include socket
sets, wrenches more than twelve (12) inches long, and all
other specialized tools related to the work of the mechanical,
maintenance, and skilled trades.

ARTICLE 22 - COPIES

22.1 The Labor Agreement, Pension Plan, and Insurance Plan will be
printed at Company expense. The Company will provide each
member with a copy of the booklet.

ARTICLE 23 - GRIEVANCE PROCEDURE

23.1 Should differences arise between the Company and the Union, or
an individual employed by the Company, as to the meaning and
application of the provisions of this Agreement, an xxxxxxx
effort shall be made by the parties to settle such differences
promptly and in the following manner:

(1) STEP I. The complaint, within fifteen (15) days of its
occurrence, or the occurrence of the matter out of which
the complaint arises, may be taken up by the employee
involved, with or without Union representation, with his
Team Leader. If the issue is not resolved verbally, the
matter shall be reduced to writing, stating specific
article(s) and paragraph(s) of the Contract that are
alleged to have been violated. This will be presented to
the employee's Team Leader within 10 days for the
grievance to be considered and processed. The grievance
will be answered in writing within five (5) days.

(2) STEP II. If no satisfactory settlement is reached in Step
I, the matter shall be presented to the Plant Manager
and/or Designee within five (5) days from the date of
answer by the Team Leader. The Plant Manager and/or the
Director of Industrial Relations will meet with the
Grievance Committee to hear and discuss the grievance at
the monthly grievance meeting unless the matter requires
immediate attention. The Company shall answer the
grievance in writing within five (5) days after said
meeting.

(3) STEP III. If no agreement is reached in Step II, the
Committee may, within five (5) days of the receipt of the
above answer, refer the matter to higher officials of the
Company and the Union, who may attend a meeting to be held
within thirty (30) days upon request.

(4) STEP IV.

a. Any grievance not settled in Step III above may be
referred to arbitration. Notice to refer a grievance
to arbitration shall be given in writing within
fifteen (15) days after being notified of the
decision rendered in Step III or the

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matter will be considered closed. Only one (1)
grievance (Arbitrability and grievance to be
considered as a single grievance) may be submitted to
or under review by any one (1) Arbitrator at any one
(1) time unless by the prior mutual written consent
of the parties.

b. In the event the parties are unable to agree upon an
Arbitrator within seven (7) days after arbitration is
invoked, then they shall jointly petition the Federal
Mediation and Conciliation Service, which shall
submit a panel of seven (7) qualified arbitrators,
and the parties shall select a single arbitrator from
such panel. The Arbitrator shall be appointed by
mutual consent of the parties hereto. If the
arbitrators included in this panel are unacceptable
to either party, a second panel shall be requested
from the Federal Mediation and Conciliation Service
and a single arbitrator selected from this panel.

c. Any grievance referred to arbitration shall be heard
as soon as possible and a decision rendered within
thirty (30) days of the hearing or the date of
postmark of the post hearing briefs. The arbitrator
shall have no power to add to or subtract from or
change, modify or amend any of the provisions of this
Agreement. The decision rendered by the Arbitrator
will be final and binding upon the Union, the
Company, the grievant, and all the employees covered
by this Agreement. The Arbitrator selected pursuant
to this Article shall interpret and apply the terms
of this Agreement; he/she shall not substitute
his/her discretion and judgment for that of the
Company. If the Arbitrator finds that a
dischargeable offense was committed by the employee,
he/she shall not substitute his/her judgment for that
of the Company as to whether discharge or a more
lenient penalty was appropriate in a particular case.

d. It is expressly agreed that no Arbitrator shall have
the authority to decide any matter involving the
exercise of a right reserved to management under this
Agreement.

e. Each party hereto shall pay the expense incurred in
the presentation of its own case, and the expenses
incidental to the services of the Arbitrator,
including the cost of the transcript, shall be shared
equally by the Company and the Union.

23.2 Any grievance growing out of a discharge or suspension must be
submitted in writing by the aggrieved employee directly to the
Union and from the Union to the Plant Manager or his designee
within forty-eight (48) hours of the discharge or suspension
or it will not be recognized and action taken shall be final.

23.3 The time limits referred to in the foregoing paragraphs
exclude Saturdays, Sundays, and holidays.

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23.4 Any grievance not presented or appealed within the time limits
provided, unless mutually agreed to extend the time, shall be
considered settled on the basis of the decision which was not
appealed and shall be final and binding on the parties
involved.

23.5 Grievances presented in any of the regular steps set forth and
not answered within the time specified or as the same may be
extended by mutual agreement shall be considered appealed to
the next step of the grievance procedure.

23.6 Disciplinary letters issued to employees will remain in the
Company's employee file. At the end of the twelve (12) month
period, the disciplinary letters will not be held against the
employee.

ARTICLE 24 - STRIKES AND LOCKOUTS

24.1 The Union agrees that there shall be no picketing (organized
and intentional) or strikes by the Union, or by its members,
of any kind or degree whatsoever, or walkout, suspension of
work, slowdowns, limiting of production, or any other
interference or stoppage, total or partial, of the Company's
Fairborn, Ohio operations for any reason whatsoever, such
reasons including, but not limited to, unfair labor practices
by the Company or any other Employer. It is further agreed
that neither the Union nor its members shall engage in the
above prohibited conduct in support of picketing, strikes or
any labor dispute actions engaged in by any other organization
or person. In addition to any other recourse or remedy
available to the Company for violation of the terms of this
Article by the Union and/or any Union member, the Company may
discharge or otherwise discipline any employee who authorizes,
causes, engages in, sanctions, recognizes, or assists in any
violation of this Article. The Company will not engage in any
lockouts during the term of this Agreement.

ARTICLE 25 - LEGISLATION

25.1 In the event laws are passed which conflict with any
provisions of this Agreement, or any provision or provisions
of this Agreement shall be declared void in whole or in part,
or shall be declared not to affect any employee or employees
by law or final decision by competent authority, then such
provisions or parts thereof shall be eliminated here from and
the matter covered by such eliminated provisions may be
reopened for negotiation, but the remaining provisions of the
Agreement shall remain in full force and effect.

ARTICLE 26 - OVERTIME LUNCH

26.1 Any employee who works more than ten (10) consecutive hours,
regardless of whether such hours are scheduled or unscheduled,
shall be given a lunch or lunch allowance. Any employee who
works in excess of fourteen (14) consecutive hours

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shall be provided with an additional lunch or lunch allowance.
Such option will be available at the end of every four (4)
consecutive hours worked thereafter.

26.2 Any employee who is called out and works more than four (4)
consecutive hours on the callout shall be given a lunch or
lunch allowance. In addition, said employee shall be provided
with an additional lunch or lunch allowance every four (4)
consecutive hours worked thereafter.

26.3 There shall be no duplication of lunches or lunch allowances
under the foregoing sections 26.1 and 26.2. Any lunch
allowance(s) earned under the foregoing shall be paid weekly
on the employee's paycheck.

26.4 Overtime lunch periods, not to exceed thirty (30) minutes,
will be assigned by the Team Leader.

26.5 Lunch allowance will be $7.00.

ARTICLE 27 - DUES CHECK-OFF

27.1 Check-off: During the term of this Agreement, the Company
will continue to check off monthly dues, and initiation fees,
each as designated by the Treasurer of the Local Union, as
membership dues in the Union on the basis of and for the term
of individually signed voluntary check-off authorization
cards, a copy of which is reproduced below, or hereafter
submitted to the Company. The Company shall promptly remit
any and all amounts so deducted to the Treasurer of the Local
Union with a list of the employees from whom the deduction was
checked off.

27.2 On or before the last Friday of each calendar month the Union
shall submit to the Company a summary list of cards
transmitted in each month.

27.3 Dues for a given month shall be deducted from the last payday
in that month; deductions on the basis of authorization cards
submitted to the Company shall commence with respect to dues
for the month in which the Company receives such authorization
cards.

27.4 Unless the Company is otherwise notified, the only Union
membership dues to be deducted for payment to the Union from
the pay of the employee who has furnished an authorization
shall be the monthly Union dues. The Company will deduct
initiation fees when notified, by notation on the list
referred to in 27.1 above, and assessments as designated by
the Treasurer of the Local Union.

27.5 The Union shall indemnify the Company and hold it harmless
against any and all suits, claims, demands and liabilities
that shall arise out of or by reason of any action that shall
be taken or not taken by the Company for the purpose of
complying with the foregoing provisions of this Article, or in
reliance on any list or certificate which shall have been
furnished to the Company by the Union under any such
provisions.

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27.6
Date:
--------------------

I, _________________________________, do hereby authorize and
direct the Company to deduct from my earnings, accumulated to
my credit during the first pay period ending in the calendar
month, initiation fees and membership dues charged against me
by the INTERNATIONAL BROTHERHOOD OF BOILERMAKERS, CEMENT,
LIME, GYPSUM AND ALLIED WORKERS DIVISION AFL-CIO LOCAL LODGE
D357, and remit the amount so deducted to said Union upon
presentation of a formal demand by the proper authorities of
said Union.

This assignment and authorization shall be irrevocable for one
(1) year from the above date, or termination of the current
collective bargaining agreement between SOUTHDOWN, INC. and
the INTERNATIONAL BROTHERHOOD OF BOILERMAKERS, CEMENT, LIME,
GYPSUM AND ALLIED WORKERS DIVISION AFL-CIO LOCAL LODGE D357,
whichever is the shorter period, and shall remain in effect
thereafter until revoked by me in writing.

Signed:
-------------------------
Employee Clock Number:
-----------

Witness:
--------------------------
Southdown, Inc.

ARTICLE 28 - SCOPE OF AGREEMENT

28.1 During the term of this Agreement the Company will provide
employees with participation in the Southdown, Inc. Medical
Network Plan, the Southdown, Inc. Group Dental Benefit Plan,
the Southdown, Inc. Life Insurance and Accidental Death and
Dismemberment Plan, the Southdown, Inc. Long Term Disability
Plan, the Southdown, Inc. Pension Plan, the Southdown Inc.
Retirement Savings Plan and the Southdown, Inc. Voluntary Life
Insurance Plan, including all amendments and modifications to
said plans during the life of this Agreement, on the same
basis as the benefits and eligibility requirements are
provided to Southdown, Inc.'s salaried employees.

28.2 During the life of and for the term of this agreement dated
March 1, 1998, the Company will provide post retirement
medical insurance coverage to all eligible

26
30
employees covered under this bargaining unit who retire after
having achieved the age of 62 with at least 15 years of
company service. The provisions of this coverage will be the
same as the benefits and eligibility requirements provided for
in the Southdown Inc. Retiree Medical Insurance Plan which are
subject to modification.

28.3 SICKNESS AND ACCIDENT BENEFITS

If a permanent employee (non-probationary/non temporary) is
absent from work due to disability, sickness and accident
benefits are payable. The disability must prevent the
employee from performing the duties of the job because of a
non-occupational sickness or injury. This benefit is payable
if confined to a hospital or home.

After a waiting period of one (1) week (waived if the employee
is hospitalized as an in-patient), the disability benefits are
payable at a rate of fifty-five dollars ($55) per day for a
maximum of five days per week. A disabled employee may receive
weekly sickness and accident benefits during the period of
disability not to exceed five (5) months. It is the
employee's responsibility to make application for this benefit
and the attending physician must document the nature of the
disability and expected date of return to work. While an
employee is off work due to a disability and receiving weekly
sickness and accident benefits, that employee will not be
required to pay the contribution for group medical/dental
insurance for those weeks he is receiving S & A benefits.

No benefits shall be payable for the following:

1. disability which you are not under the direct care of a
licensed physician.
2. sickness or injury which is purposefully self-inflicted
while sane or insane.
3. disability due to an injury arising out of the course of
employment.
4. disability due to disease which benefits are payable under
Worker's Compensation, Occupational Disease or similar
law.

This benefit terminates upon retirement or upon termination
of employment.

Any active employee currently not participating in the long
term disability (LTD) plan and who applies for LTD and is
rejected, will be eligible for up to fifty-two (52) weeks of
short term disability benefits.

ARTICLE 29 - PAST PRACTICE

29.1 All previous side letters, ad hoc agreements and informal
understandings or past practices are hereby revoked, withdrawn
and canceled and none shall survive the execution of this
contract and no provision shall have any force or effect
whatsoever either as past practice, special written agreement,
oral agreement, informal understanding or otherwise unless
expressly contained herein.

27
31
ARTICLE 30 - SKILLS TRAINING

30.1 The Company is committed to providing employees with both
formal and informal training to improve their job skills.

ARTICLE 31 - TERMS OF AGREEMENT

31.1 After ratification by the members of the respective Local
Union, this Agreement shall become effective and remain in
force and effect and be binding upon the parties hereto from
March 1, 1998, to and including February 28, 2003, and it
shall continue to be in full force and effect thereafter from
year to year until either party on or before January 31, of
any year, beginning 2003, gives written notice to the other
party of its desire or intention either to alter and modify or
terminate the same. If such notice is given, the parties
hereto shall begin negotiations not later than February 15 in
such year.

IN WITNESS WHEREOF, the Union has caused this Agreement to be executed in its
name, after due authorization by a vote of a majority of its members, and the
Company has caused it to be executed in its name, by its duly authorized
representatives.

INTERNATIONAL BROTHERHOOD SOUTHDOWN, INC.
OF BOILERMAKERS, CEMENT,
LIME, GYPSUM AND ALLIED
WORKERS, DIVISION LOCAL
LODGE NO. D-357

By: By:
--------------------------------------------- -------------------------------------------------
Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxxxx

By: By:
--------------------------------------------- -------------------------------------------------
Xxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxx

By: By:
--------------------------------------------- -------------------------------------------------
Xxxx X. Xxxxxx Xxxxx X. Xxxxxx

By: By:
--------------------------------------------- -------------------------------------------------
Xxxxxx X. Day Xxxxxx X. Xxxxxx

By:
----------------------------------------
Xxxxxxx X. Xxxxxx

28
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SCHEDULE A

WAGE GROUP TRAINING REQUIREMENTS

WAGE GROUP ONE TESTING REQUIREMENTS
-------------- --------------------

Laborer No Testing

WAGE GROUP TWO TESTING REQUIREMENTS

General Equipment Demonstration of ability to perform after
Operator training

Assistant Stockroom Demonstration of ability to perform after training

Entry Level Testing and regular evaluation before
Training Program advancement

Dust Collector
Garage
Maintenance
Electrical
Instrument

WAGE GROUP THREE TESTING REQUIREMENTS

Second Level Testing and regular evaluation before
Training Program advancement

Dust Collector
Garage
Maintenance
Electrical
Instrument

General Plant Maintenance Demonstration of ability to perform

WAGE GROUP FOUR TESTING REQUIREMENTS

Packhouse Operator Fork lift training and demonstration of ability to perform
after training

Material Operators Completion of approved driver's training program and
demonstration of ability to perform after training

Process Material Handler Completion of approved driver's training program and
demonstration of ability to perform after training

Storekeeper Demonstration of ability to perform after training

29
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SCHEDULE A
(Continued)

WAGE GROUP FOUR TESTING REQUIREMENTS
--------------- --------------------

Dust Collector Specialist Testing as required in Training Program

Third Level Testing and regular evaluation before
Training Program advancement

Garage
Maintenance
Electrical
Instrument

WAGE GROUP FIVE TESTING REQUIREMENTS

Fourth Level Testing and regular evaluation before
Training Program advancement

Garage
Maintenance
Electrical
Instrument

WAGE GROUP SIX TESTING REQUIREMENTS

Utility Equipment Completion of approved driver's training
Operators A program and demonstration of ability to perform after
training

Inventory Specialist Demonstration of ability to perform after training and
testing after orientation period

Process Utility Demonstration of ability to perform after training and
testing after orientation period

Physical Tester Demonstration of ability to perform after training and
testing after orientation period

Laboratory Technician Demonstration of ability to perform after training and
testing after orientation period

Journeyman Completion of Training Program
and demonstration of ability to perform all
tasks of Journeyman

Maintenance
Garage
Electric
Instrument

WAGE GROUP SEVEN TESTING REQUIREMENTS

Process Controller Demonstration of ability to perform after training

30
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SCHEDULE B

WAGE RATES

Wage Rates and Lump Sum Bonuses

3/1/98 3/1/99 3/1/00 3/1/01 3/1/02
------- ------ ------ ------ ------

Wage increase +50c. $1,400 +40c. $1,400 +40c.
or bonus per hour bonus per hour bonus per hour

Lump sum bonuses will be paid to active employees and will be included as base
earnings for pension calculations.

For years starting 3/1/98 3/1/00 3/1/02
------ ------ ------

Wage Group One $12.00 $12.40 $12.80

Wage Group Two $13.92 $14.32 $14.72

Wage Group Three $15.21 $15.61 $16.01

Wage Group Four* $16.26 $16.66 $17.06

Wage Group Five $17.04 $17.44 $17.84

Wage Group Six $17.56 $17.96 $18.36

Wage Group Seven $17.97 $18.37 $18.77

*While the Packhouse Operator, included in Wage Group Four, performs work in
Richcolor process, a 25c. premium per hour worked is paid.

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