AGREEMENT AND PLAN OF MERGER OF MINERAL SPECIALTIES, INC. AND IRVINE FLY ASH, INC. WITH AND INTO ISG RESOURCES, INC. This Agreement and Plan of Merger is dated July _____, 1999, by and among ISG Resources, Inc., a Utah corporation ("ISG"), Mineral...

                               AGREEMENT AND PLAN
                                  OF MERGER OF
                          MINERAL SPECIALTIES, INC. AND
                              IRVINE FLY ASH, INC.
                                  WITH AND INTO
                               ISG RESOURCES, INC.

         This  Agreement  and Plan of Merger is dated July _____,  1999,  by and
among ISG Resources,  Inc., a Utah  corporation  ("ISG"),  Mineral  Specialties,
Inc.,  a Montana  corporation  ("Mineral"),  and Irvine Fly Ash,  Inc.,  an Ohio
corporation ("Irvine") (Mineral and Irvine) may in the alternative be referenced
individually as the "Subsidiary" or collectively as the  "Subsidiaries")  and is
effective on July 31, 1999 (the "Effective Date").

         ISG is a corporation  duly organized and existing under the laws of the
state of Utah.

         Mineral is a corporation  duly organized and existing under the laws of
the state of Montana,  having 630 common shares,  par value of $10.00 per share,
issued and outstanding.

         Irvine is a corporation  duly  organized and existing under the laws of
the state of Ohio, having 500 common shares,  par value $1.00 per share,  issued
and outstanding.

         WHEREAS,  ISG owns each  issued and  outstanding  share of the stock of
each Subsidiary; and

         WHEREAS,  the Board of  Directors  of ISG deems it  advisable,  for the
general welfare and advantage of ISG and each  Subsidiary,  that each Subsidiary
merge with and into ISG;

         NOW THEREFORE,  the parties agree, in accordance with the provisions of
the Revised Business  Corporation Act of the state of Utah, the Montana Business
Corporation Act and the Ohio General Corporation Law, that each Subsidiary shall
be, and hereby is, merged with and into ISG (the  "Merger"),  and that the terms
and conditions of the Merger and the mode of carrying the Merger into effect and
the manner of canceling the shares of each of the Subsidiaries,  shall be as set
forth.

                                   ARTICLE I.

                  Corporate Existence of Surviving Corporation

         Except  as  otherwise  specifically  set forth in this  agreement,  the
identity, existence,  purposes, powers, franchises, rights and immunities of ISG
shall  continue  unaffected  and  unimpaired  by the Merger,  and the  corporate
identity, existence, purposes, powers, franchises, rights and immunities of each
Subsidiary  shall  be  merged  into  ISG and ISG  shall  become  the  "Surviving
Corporation."  The organization of each Subsidiary,  except insofar as it may be
continued by statute, shall cease on the Effective Date.

                                   ARTICLE II.

                  Articles and Bylaws of Surviving Corporation

         The Articles of Incorporation and bylaws of ISG, as they shall exist on
the Effective  Date,  shall be the Articles of  Incorporation  and bylaws of the
Surviving Corporation until they shall be amended or repealed.

                                  ARTICLE III.

                 Directors and Officers of Surviving Corporation

         The directors of ISG as of the Effective Date shall be the directors of
the Surviving Corporation until their successors are elected and qualified.

         The officers of ISG as of the  Effective  Date shall be the officers of
the Surviving  Corporation  until their successors are appointed by the board of
directors of the Surviving Corporation.

                                   ARTICLE IV.

           Manner of Converting Shares of the Subsidiary Corporations
                    into Shares of the Surviving Corporation

         ISG waives any right to receive shares of common stock of the Surviving
Corporation  in  substitution  or  exchange  for shares of common  stock of each
Subsidiary owned by ISG. Accordingly,  the Surviving Corporation shall not issue
any shares in  substitution  or exchange  for any shares of common stock of each
Subsidiary  owned by ISG on the effective  date of this  agreement and plan. The
shares of each Subsidiary held by ISG shall be cancelled on the Effective Date.

                                   ARTICLE V.

                            Miscellaneous Provisions

         A. In  accordance  with the  provisions of Section  16-10a-1104  of the
Revised  Business  Corporation  Act of the state of Utah and applicable  foreign
statutes,  ISG  shall  not  submit  this  agreement  and plan to the  respective
shareholders of the Constituent  Corporations.  The President of ISG shall sign,
acknowledge,  file and record this  agreement and plan,  in accordance  with the
Revised Business  Corporation Act of the state of Utah, the Business Corporation
Act of the state of  Montana  and the  General  Corporation  Law of the state of
Ohio.  This  agreement  and plan shall take effect and be deemed and taken to be
the agreement and act of Merger of ISG and each  Subsidiary and the Merger shall
be and become effective  immediately upon the start of business on the Effective
Date, every  shareholder  having duly waived the mailing  requirement of Section
16-10a-1104(5) of the Business Corporation Act of the state of Utah.

         B.   Anything  in  this   agreement   or   elsewhere  to  the  contrary
notwithstanding, this agreement may be abandoned at any time prior to its filing
and recording by the resolution under the authority of the board of directors of
ISG.

         C. If at any time the  Surviving  Corporation  shall deem or be advised
that any further  assignments  or  assurances  in law or things are necessary or
desirable  to vest or to  perfect or  confirm,  of record or  otherwise,  in the
Surviving  Corporation the title to any property of the Subsidiaries acquired or
to be acquired by reason of or as a result of the Merger,  each  Subsidiary  and
its proper officers and directors shall and will execute and deliver any and all
such proper deeds, assignments and assurances in law and do all things necessary
or proper so to vest, perfect or confirm title to such property in the Surviving
Corporation and otherwise to carry out the purposes of this agreement.

         D. The Surviving  Corporation agrees that it may be served with process
in the states of  Montana  and Ohio in any  proceeding  for  enforcement  of any
obligation of a Subsidiary or for enforcement of any obligation of the Surviving
Corporation arising from the Merger, and appoints the respective  Secretaries of
State of the  states  of  Montana  and Ohio as its agent to  accept  service  of
process  in any such suit or other  proceeding.  The  address to which a copy of
such  process  shall be  mailed  by said  Secretary  of State is 000 Xxxx  Xxxxx
Xxxxxx, Xxxxx 0000, Xxxx Xxxx Xxxx, Xxxx 00000.

         E. The  Surviving  Corporation  shall pay all the  expenses of carrying
this agreement into effect and of accomplishing the Merger.

         F. For the  convenience  of the parties and to facilitate the filing or
recording of this  agreement,  any number of counterparts  may be executed,  and
each such executed counterpart shall be deemed to be an original instrument.

         The boards of  directors of ISG and the  Subsidiaries  have duly caused
this agreement to be signed by their President.

ISG RESOURCES, INC.



By:
    ---------------------------------
Xxxxx X. Xxxxxxx, Senior Vice President
and Secretary

IRVINE FLY ASH, INC.                          MINERAL SPECIALTIES, INC.



By:                                           By:
   -----------------------------------           ----------------------------
Xxxxx X. Xxxxxxx, Senior Vice President       Xxxxx X. Xxxxxxx, Senior Vice
and Secretary                                          President and Secretary