EMPLOYMENT AGREEMENT

 

CONFIDENTIAL                                                      EXECUTION COPY
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                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT
                              --------------------

          THIS AMENDED AND RESTATED AGREEMENT, made effective as of July 22,
1994, by and between Northwestern Steel and Wire Company, an Illinois
corporation ("COMPANY"), with its principal office in Sterling, Illinois, and
Robert N. Gurnitz ("EXECUTIVE"), an individual residing in Rockford, Illinois;

          WHEREAS, the Company and the Executive entered into an Employment
Agreement ("ORIGINAL AGREEMENT") dated November 29, 1990; and

          WHEREAS, the Company wishes to retain the services of the Executive as
its Chairman, President and Chief Executive Officer for the remainder of, and
beyond, the period provided in the Original Agreement, and the Executive is
willing to continue to so serve.

          NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, and intending to be legally
bound hereby, the parties hereto amend and restate the Original Agreement,
effective as stated above, as follows:

          1.  EMPLOYMENT.  The Company agrees to employ the Executive and the
Executive agrees to serve in the employ of the Company, for the period stated in
Section 3 hereof and upon the other terms and conditions herein provided.

          2.  POSITION.  The Company employs the Executive and the Executive
agrees to serve as its Chairman, President and Chief Executive Officer.

          3.  TERM AND DUTIES.

          (a) TERM OF EMPLOYMENT.  The period of the Executive's employment
under the Original Agreement commenced as of January 1, 1991 and, unless earlier
terminated

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in accordance with Section 5 hereof, was to (and shall) continue for a period of
sixty (60) months thereafter.  After the end of the period described in the
immediately preceding sentence, the Executive's employment shall continue
without a fixed term under the provisions of this Amended and Restated
Employment Agreement ("AGREEMENT"), unless earlier terminated in accordance with
Section 5 hereof.

          (b) DUTIES.  During the period of his employment hereunder and except
for illness, reasonable vacation periods, and reasonable leaves of absence, the
Executive shall devote substantially all of his business time, attention, skill,
and efforts to the faithful performance of his duties hereunder.  The Executive
shall perform such duties as are necessary to carry out his responsibilities as
Chairman, President and Chief Executive Officer, including such duties as may be
assigned to him from time to time by the Board of Directors of the Company.

          4.  COMPENSATION AND REIMBURSEMENT OF EXPENSES.

          (a) COMPENSATION.  For all services rendered by the Executive in any
capacity during his employment under this Agreement, including, without
limitation, services as an executive, officer, director, or member of any
committee of the Company or of any subsidiary, affiliate or division thereof,
the Company shall pay the Executive base salary at the annual rate of at least
Three Hundred Five Thousand Dollars ($305,000) per calendar year.  Such base
salary shall be payable in accordance with the customary payroll practices of
the Company, but in no event less frequently than monthly.

          (b) INCENTIVE COMPENSATION.  In addition to the base salary provided
in Section 4(a), the Executive shall be entitled to receive annual performance
bonuses in accordance with target awards established for the Executive under the
Northwestern Steel and Wire Company Management Performance Incentive Plan
("PERFORMANCE INCENTIVE PLAN"),

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subject to the achievement of performance goals and other terms and conditions
applicable to the Executive under such plan.  The annual target bonus from time
to time established for the Executive under the Performance Incentive Plan shall
be at least One Hundred Ninety-Five Thousand Seven Hundred Dollars ($195,700)
per calendar year.  In addition, the Executive shall be entitled to participate
in the Northwestern Steel and Wire Company 1992 Management Stock Option Plan, in
the Northwestern Steel and Wire Company 1994 Long-Term Incentive Plan and in any
other incentive compensation and bonus programs maintained by the Company from
time to time for the benefit of the senior executives of the Company, in each
case subject to the terms and conditions of the particular plan.

          (c) WELFARE BENEFITS.  The Executive shall be eligible for and shall
participate in any welfare or fringe benefit program or plan maintained from
time to time by the Company upon the same terms and subject to the same
conditions upon which participation in such plans is generally made available to
other key executives of the Company.

          (d) REIMBURSEMENT OF EXPENSES.  The Company shall pay or reimburse the
Executive for all reasonable travel and other expenses incurred by the Executive
in the performance of his obligations under this Agreement.

          (e) EMPLOYMENT STOCK OWNERSHIP PLAN.  The Executive acknowledges that
he is not now and will not become eligible to participate in or receive benefits
under the Northwestern Steel and Wire Company Employee Stock Ownership Plan
("ESOP").

          (f) SUPPLEMENTAL FUNDS FOR RETIREMENT ANNUITY.  The Company previously
agreed to apply, on each of the first five anniversary dates of the Executive's
commencement of employment under the Original Agreement, the sum of Fifteen
Thousand Dollars ($15,000) to the purchase of a joint and survivor retirement
annuity for the benefit of the Executive to provide the Executive with a
supplemental retirement benefit commencing on

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the Executive's 65th birthday and continuing for the remainder of the
Executive's life with 50% of such benefit continuing for the life of the
Executive's surviving spouse.  Pursuant to an understanding of the parties, such
amounts instead have been paid directly to the Executive for use in establishing
his own retirement program.  Since a nonqualified supplemental retirement
program will be established for the Executive (in accordance with Section 4(g)
below), no additional amounts shall accrue for the Executive under this Section
4(f) after the effective date of this Agreement.  The portion of the fourth
installment (due on January 1, 1995 under the above terms of this Section 4(f))
that had accrued through the effective date of this Agreement shall be
determined (as provided below in this Section 4(f)) and paid to the Executive on
January 1, 1995 as provided above.  The amount of such fourth installment shall
be Eight Thousand Three Hundred Forty Two Dollars ($8,342), which amount is the
result of multiplying Fifteen Thousand Dollars ($15,000) by a fraction, the
numerator of which is the number of days elapsed in calendar year 1994 through
the effective date of this Agreement and the denominator of which is the total
number of days in such year.

          (g) SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN.  The Company shall
establish a nonqualified supplemental executive retirement plan ("SERP") for the
benefit of the Executive which SERP (described in the document attached as
Exhibit A) shall provide (x) the additional benefits which would have been
payable to the Executive under Pension Plan B of Northwestern Steel and Wire
Company ("PENSION PLAN") and (y) amounts equal to the additional matching
contributions and employer nonelective contributions which would have been made
by the Company under the Northwestern Steel and Wire Company 401(k) Salary
Deferral Plan ("401(k) PLAN"), if:

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         (i)   in each case, the limitations placed on compensation, benefits
               and contributions by Sections 401(a)(17), 402(g) and 415 of the
               Internal Revenue Code of 1986, as amended ("CODE"), did not
               apply;

         (ii)  in the case of the 401(k) Plan, the Executive were entitled to a
               matching contribution (on the same basis as the matching
               contributions provided on the Executive's pre-tax contributions
               under the 401(k) Plan) on his after-tax contributions, and to the
               extent that the after-tax contributions which the Executive is
               permitted to make for a plan year under the 401(k) Plan do not
               provide matching contributions at least equal to two percent (2%)
               of the Executive's compensation in excess of the then applicable
               Code Section 401(a)(17) limit, the Executive also shall be
               credited with such difference as additional amounts under the
               Plan; and

         (iii) the Executive were credited with his prior industrial service
               which shall be deemed to be equivalent to an additional 1-1/2
               years of service (credited as "continuous service" for purposes
               of the Pension Plan and as "Benefit service" for purposes of the
               401(k) Plan) for each year of his actual service on or after the
               effective date of this Agreement through his attainment of age
               65.

The additional benefits and contributions that the Company agrees under this
Section 4(g) to provide the Executive under the SERP shall not be affected by
(A) the termination or freeze of either the Pension Plan or the 401(k) Plan, (B)
the reduction of benefits under the Pension Plan or (C) the reduction of
contributions under the 401(k) Plan.

          (h) SUPPLEMENTAL DISABILITY BENEFITS.  The Company shall purchase for
the benefit of the Executive a standard disability income policy which will
provide the

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Executive, when fully integrated with social security, with a disability income
benefit of $100,000 per annum commencing one hundred eighty (180) days after the
Executive becomes permanently disabled and continuing until the Executive's 65th
birthday.

          (i) SUPPLEMENTAL LIFE INSURANCE.  The Company shall pay to the
Executive as additional compensation an amount equal to the annual premium with
respect to National Life Insurance Company Policy #2078081 that is paid by the
Executive on each policy anniversary date which occurs while this Agreement
shall be in effect.  Such life insurance policy provides life insurance in the
amount of One Million Dollars ($1,000,000) on the life of the Executive.

          (j) COUNTRY CLUB.  While this Agreement shall be in effect, the
Company shall pay on behalf of the Executive all membership fees, including bond
and annual dues, necessary for the Executive to remain a member in good standing
in a country club located in Rock Falls, Illinois.

          (k) SUPPLEMENTAL MAJOR MEDICAL COVERAGE.  The Company shall purchase
for the benefit of the Executive and his spouse a supplemental major medical
policy which wraps around the Company's general hospitalization and major
medical coverage and provides, while this Agreement shall be in effect, for
additional maximum lifetime major medical coverage of at least One Million
Dollars ($1,000,000).

          (l) AUTOMOBILE.  While this Agreement shall be in effect, the
Executive will receive use of a Company car, in accordance with current Company
practices.

          5.  TERMINATION OF EMPLOYMENT AND COMPENSATION UPON TERMINATION.

          (a) NOTICE OF TERMINATION.  Any termination by the Company or by the
Executive shall be communicated by written Notice of Termination to the other
party thereto in accordance with Section 14 hereof.  For purposes of this
Section 5, (i) the Executive's annual

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base salary as then in effect or annualized base salary as then in effect shall
at all times be deemed to be at least Three Hundred Five Thousand Dollars
($305,000) and (ii) the Executive's annual target bonus as then in effect shall
at all times be deemed to be at least One Hundred Ninety-Five Thousand Seven
Hundred Dollars ($195,700).

          (b) DATE OF TERMINATION, ETC.  "DATE OF TERMINATION" shall mean the
date specified in the Notice of Termination (which shall not be less than thirty
(30) nor more than sixty (60) days from the date such Notice of Termination is
given).

          (c) TERMINATION BY COMPANY OTHER THAN FOR CAUSE OR DISABILITY OR BY
THE EXECUTIVE FOR GOOD REASON.  If the Executive's employment hereunder is
terminated by the Company other than for Cause (as hereinafter defined) or
Disability (as hereinafter defined), or if the Executive terminates his
employment hereunder for Good Reason (as hereinafter defined), the Company shall
provide for the termination benefits described below in this Section 4(c).

          The Company shall (i) pay to the Executive in a single lump sum on the
Date of Termination an amount equal to the sum of (y) the Executive's annualized
base salary as then in effect plus (z) the Executive's annual target bonus as
then in effect, (ii) continue to provide the Executive with all benefits
described in Sections 4(c), (h), (i) and (k) as (and to the extent) then in
effect for a period of one year (through the first anniversary of the
Executive's Date of Termination) and (iii) make payments of the benefits
described in Sections 4(f), 4(g) and 5(k) in accordance with the terms thereof.

          (d) OCCURRENCE OF A CHANGE IN CONTROL.  If the Executive's employment
hereunder is terminated by the Company for any reason within the two-year period
beginning on the date as of which a Change in Control (as hereinafter defined)
is determined to have occurred, or if the Executive terminates his employment
hereunder for Good Reason within

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the two-year period beginning on the date as of which a Change in Control is
determined to have occurred, the Company shall provide for the termination
benefits described below in this Section 5(d).

          The Company shall (i) pay to the Executive in a single lump sum an
amount equal to the greater of (A) One Million One Thousand Four Hundred Dollars
($1,001,400) and (B) two times the sum of (y) the Executive's annualized base
salary as then in effect plus (z) the Executive's annual target bonus as then in
effect, (ii) continue to provide the Executive with all benefits described in
sections 4(c), (h), (i) and (k) as (and to the extent) then in effect for a
period of two years (through the second anniversary of the Executive's Date of
Termination) and (iii) make payments of the benefits described in Sections 4(f),
4(g) and 5(k) in accordance with the terms thereof.  Any legal fees and related
expenses incurred by the Executive to enforce the terms of this Section 5(d)
shall be paid or reimbursed by the Company within sixty (60) days of the
presentation to the Company of appropriate invoices and receipts for such
amounts.

          (e) TERMINATION BY COMPANY FOR CAUSE OR TERMINATION BY THE EXECUTIVE
OTHER THAN FOR GOOD REASON.  If the Executive's employment hereunder is
terminated by the Company for Cause or by the Executive other than for Good
Reason, the Company shall pay to the Executive his base salary as then in effect
through the Date of Termination at the rate in effect at the time the Notice of
Termination is given.  Except as described in the immediately preceding
sentence, the Company shall have no further obligations to the Executive under
this Agreement, subject to making payments of the benefits described in Sections
4(f), 4(g) and 5(k) in accordance with the terms thereof.

          (f) TERMINATION BY REASON OF DISABILITY.  If, as a result of the
Executive's incapacity due to physical or mental injury or illness, the
Executive shall be unable for a continuous period of one hundred and eighty
(180) days or more to perform a substantial

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portion of his duties hereunder, and the Executive is eligible for the
commencement of disability benefits pursuant to the disability income policy
referred to in Section 4(h) of this Agreement, the Company may terminate the
Executive's employment for "DISABILITY."  If the Executive's employment
hereunder is terminated by reason of Disability,

         (i)   the Company shall pay to the Executive his base salary as then
               in effect through the Date of Termination at the rate in effect
               at the time that the Notice of Termination is given;

         (ii)  the Company shall continue to provide the Executive and his
               spouse with health insurance benefits, including hospitalization,
               major medical, dental and vision, consistent with that provided
               by the Company for key employees generally and the supplemental
               major medical policy provided for in Section 4(k), for the
               remainder of the Executive's life and his spouse's life; and

         (iii) the Company shall continue to pay on the Executive's behalf
               or reimburse the Executive for the annual premium with respect to
               the life insurance policy described in Section 4(i) through
               December 31, 1995, or, if longer, for a period of one year after
               such Date of Termination of the Executive's employment for
               Disability, to the extent such premium is not waived by operation
               of the disability waiver provision currently contained in such
               life insurance policy.

Except as described in the immediately preceding sentence, the Company shall
have no further obligations to the Executive under this Agreement, subject to
making payments of the benefits described in Sections 4(f), 4(g) and 5(k) in
accordance with the terms thereof.

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               (g) TERMINATION BY REASON OF DEATH.  If the Executive's
employment hereunder is terminated by reason of his death,

          (i)  the Company shall pay to the Executive's estate his base salary
               as then in effect through the date of his death at the rate in
               effect at the time of death; and

          (ii) the Company shall continue to provide the Executive's spouse
               with health related insurance benefits, including (A)
               hospitalization, major medical, dental and vision consistent with
               that provided by the Company from time to time for key employees
               generally and (B) the supplemental major medical policy provided
               for in Section 4(k), for the remainder of the life of the
               Executive's surviving spouse.

Except as described in the immediately preceding sentence, the Company shall
have no further obligations to the Executive or his estate under this Agreement,
subject to making payments of the benefits described in Sections 4(f), 4(g) and
5(k) in accordance with the terms thereof.

          (h) CAUSE.  For purposes of this Agreement, "CAUSE" shall mean
termination upon (i) the repeated and demonstrable failure by the Executive to
substantially perform his duties as Chairman, President and Chief Executive
Officer hereunder (other than any such failure resulting from the Executive's
incapacity due to physical or mental illness) continued after (A) a written
demand for substantial performance (a "DEMAND FOR PERFORMANCE") is delivered to
the Executive by the Board, which demand specifically and reasonably identifies
the manner in which the Board believes that the Executive has not substantially
performed his duties and the manner in which the Executive may remedy the
situation and (B) the Executive has had a reasonable opportunity to conform his
performance to such demand; (ii) the engaging by the Executive in an act or acts
of material dishonesty affecting

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the Company; (iii) the engaging by the Executive in conduct which is
intentionally materially injurious to the Company, monetarily or otherwise; or
(iv) the violation by the Executive in any material respect of the noncompete or
confidential information provisions of Sections 7 and 8 of this Agreement.

          (i) GOOD REASON.  For purposes of this Agreement, "GOOD REASON" shall
mean, without the express written consent of the Executive, the occurrence of
any of the following circumstances unless such circumstances are fully corrected
prior to the Date of Termination specified in the Notice of Termination given in
respect thereof:

         (i)   any assignment to the Executive of any duties materially
               inconsistent with his status as Chairman, President and Chief
               Executive Officer of the Company, or any material diminution in
               the Executive's responsibility and authority to supervise and
               control the general management and operation of the Company's
               business; provided, however, that no such material diminution
               shall be deemed to occur by reason of the appointment of a
               President and Chief Operating Officer reporting to the Chairman
               and Chief Executive Officer of the Company; or

         (ii)  a reduction by the Company in the annual base salary of the
               Executive as provided in Section 4(a) hereof; or

         (iii) a reduction by the Company in the annual target bonus of the
               Executive from the amount set forth in Section 4(b) hereof; or

         (iv)  any reduction or failure to provide the benefits described in
               Sections 4(c), (f), (g), (h), (i), (j), (k) or (l) or;

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         (v)   the Executive is not elected to the Board of Directors of the
               Company other than by reason of the Executive's refusal to stand
               for nomination or election.

          (j) CHANGE IN CONTROL.  For purposes of this Agreement, a "CHANGE
IN CONTROL" shall occur if:

         (i)   a majority of the seats (other than vacant seats) on the Board
               of Directors of the Company at any time shall be occupied by
               persons who were neither (A) nominated by Kohlberg & Co.,
               together with its affiliates, nor (B) appointed by directors so
               nominated; or

         (ii)  any person or group other than Kohlberg & Co., together with
               its affiliates, shall otherwise directly or indirectly possess
               the power to direct or cause the direction of the management or
               policies of the Company, whether through the ownership of voting
               securities, by contract or otherwise.

The affiliates of Kohlberg & Co. include KNSW Acquisition Company, L.P., a
Delaware limited partnership.

          (k) OTHER BENEFITS.  In addition to all other amounts payable to the
Executive under this Section 5, the Executive shall be entitled to receive all
benefits payable to him under any of the Company's employee benefit plans (other
than the ESOP referenced in Section 4(e)).

          6.   SOURCE OF PAYMENTS.  All payments provided pursuant to this
Agreement shall be paid from the general funds of the Company, and no special or
separate fund shall be established and no other segregation of assets shall be
made to assure payment; provided, however, that an irrevocable grantor trust
subject to claims of the Company's general creditors

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(the so-called "rabbi trust" described in the document attached as Exhibit B)
shall be established as a means of accumulating assets which may be used to
satisfy the Company's obligation under the SERP established pursuant to Section
4(g).

          7.   NONCOMPETITION.

          (a) COVENANT.  During the Executive's employment hereunder and, for a
two-year period following the termination of the Executive's employment
hereunder unless such termination is by reason of (i) a termination by the
Company without Cause, (ii) a termination by the Company within the two-year
period beginning on the date as of which a Change in Control is determined to
have occurred, or (iii) a termination by the Executive for Good Reason, the
Executive shall not, directly or indirectly, own, manage, operate, join,
control, or participate in or be connected with, as an officer, employee,
partner, stockholder, or otherwise, (y) any business, individual, partnership,
firm, or corporation (collectively "ENTITY"), or (z) any division, subsidiary or
other part of an Entity which is engaged principally in a business which in a
material way is at the time in direct competition in the continental United
States with the business of the Company, or any subsidiary or affiliate (as
defined in General Rules and Regulations promulgated under the Securities
Exchange Act of 1934) thereof.  Nothing herein, however, shall prohibit the
Executive from acquiring or holding any issue of stock or securities of any
Entity which has any securities listed on a national securities exchange or
quoted in the daily listing of over-the-counter market securities, provided that
at any one time he and members of his immediate family do not own more than one
percent (1%) of any voting securities of any such Entity.

          Notwithstanding any other provision of this Agreement, if the
Executive violates the foregoing paragraph after the expiration of twelve (12)
months following the Date of

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Termination, the Company's only remedy will be to cease the continuation of the
benefits in Sections 4(c), (h), (i) and (k) as provided for in Section 5(c).

          (b) REPRESENTATIONS OF THE EXECUTIVE.  The Executive acknowledges,
represents and warrants that (i) in his position as Chairman, President and
Chief Executive Officer of the Company he has ready access to confidential
information as to the Company's manufacturing processes and techniques,
marketing methods and plans, current and potential product lines and customer
lists, and knowledge of the present or potential future specific requirements of
the Company's major clients, (ii) if he were to directly or indirectly, own,
manage, operate, join, control, or participate in or be connected with, as an
officer, employee, partner, stockholder, or otherwise, (y) any Entity or (z) any
division, subsidiary or other part of an Entity which is engaged principally in
a business which in a material way is at the time in direct competition in the
continental United States with the business of the Company, or any subsidiary or
affiliate (as defined in Section 7(a) above) thereof during a period when the
restrictions contained in Section 7(a) are applicable to him, the Company would
be materially injured thereby and (iii) he would be fully able to earn an
adequate livelihood if this Section 7 were to be enforced against him.

          8.   CONFIDENTIAL INFORMATION.  The Executive shall not during the
term of this Agreement or at any time thereafter except in the performance of
his duties hereunder disclose or reveal to any unauthorized person any
confidential information of the Company relating to the Company, its
subsidiaries or affiliates (as defined in Section 7(a) above), or to any of the
businesses operated by them, and the Executive confirms that such information
constitutes the exclusive property of the Company.

          9.   ARBITRATION.  In the event of any controversy, claim or dispute
arising out of or relating to Section 5 or the breach thereof, such controversy,
claim, dispute or failure shall

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be submitted to arbitration in accordance with the rules of the American
Arbitration Association, in Illinois.  The decision of the arbitrator(s) shall
be final.  The costs and expenses of the arbitrator hereunder and the
apportionment of the same between the parties hereto shall be determined by the
arbitrator(s) in his award or decision.  If any party shall fail, neglect or
refuse to appear at any hearing appointed by the arbitrator, the arbitrator may
act in the absence of such party.

         10.   COMPANY'S REMEDIES UPON BREACH.  The Executive acknowledges that
the Company's remedy at law for a breach by him of the provisions of Sections 7
and 8 hereof will be inadequate.  Accordingly, in the event of the breach or
threatened breach by the Executive of Sections 7 or 8 hereof, the Company shall
be entitled to injunctive relief in addition to any other remedy it may have.
If any of the provisions of or covenants contained in Section 7 or 8 or this
Section 10 are hereafter construed to be invalid or unenforceable in any
jurisdiction, the same shall not affect the remainder of the provisions or the
enforceability thereof in any other jurisdiction, which shall be given full
effect, without regard to the invalidity or unenforceability in such other
jurisdiction.  If any of the provisions of or covenants contained in Sections 7
or 8 or in this Section 10 are held to be unenforceable in any jurisdiction
because of the duration or geographical scope thereof, the parties agree that
the court making such determination shall have the power to reduce the duration
or geographical scope of such provision or covenant and, in its reduced form,
said provision or covenant shall be enforceable; provided, however, that the
determination of such court shall not affect the enforceability of Section 7 or
8 or this Section 10 in any other jurisdiction.

         11.   INCOME TAX WITHHOLDING.  The Company may withhold from any
benefits payable under this Agreement all federal, state, city or other taxes as
shall be required pursuant to any law or governmental regulation or ruling.
This includes without limitation the right of

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the Company to withhold from the Executive's current cash compensation described
in Sections 4(a) and (b) hereof sufficient cash to satisfy any obligation on the
part of the Company to withhold taxes as a result of (i) the payment to the
Executive of the supplemental funds for the retirement annuity provided in
Section 4(f) and (ii) the establishment and maintenance of the SERP described in
Section 4(g).

         12.   GENERAL PROVISIONS.

          (a) NO ATTACHMENT OR ASSIGNMENT.  Except as required by law, no right
to receive payments under this Agreement shall be subject to anticipation,
commutation, alienation, sale, assignment, encumbrance, charge, pledge, or
hypothecation or to execution, attachment, levy, or similar process or
assignment by operation of law, and any attempt, voluntary or involuntary, to
effect any such action shall be null, void and of no effect.

          (b) BINDING AGREEMENT.  This Agreement shall be binding upon, and
inure to the benefit of, the Executive and the Company and their respective
permitted successors and assigns.

         13.   MODIFICATION AND WAIVER.

          (a) AMENDMENT OF AGREEMENT.  This Agreement may not be modified or
amended except by an instrument in writing signed by the parties hereto.

          (b) WAIVER.  No term or condition of this Agreement shall be deemed to
have been waived, nor shall there be any estoppel against the enforcement of any
provision of this Agreement, except by written instrument of the party charged
with such waiver or estoppel.  No such written waiver shall be deemed a
continuing waiver unless specifically stated therein, and each such waiver shall
operate only as to the specific term or condition waived and shall not
constitute a waiver of such term or condition for the future or as to any act
other than that specifically waived.

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         14.   NOTICE.  For the purpose of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid, addressed to the
address set forth on the signature page of the Agreement in the case of the
Executive and, in the case of the Company, to the attention of the Board with a
copy to the Secretary of the Company at the principal executive offices of the
Company, or to such other address as either party may have furnished to the
other in writing in accordance herewith, except that notice of change of address
shall be effective only upon receipt.

         15.   SEVERABILITY.  If, for any reason, any provision of this
Agreement is held invalid, such invalidity shall not affect any other provision
of this Agreement not held so invalid, and each such other provision shall to
the full extent consistent with law continue in full force and effect.  If any
provision of this Agreement shall be held invalid in part, such invalidity shall
in no way affect the rest of such provision not held so invalid, and the rest of
such provision, together with all other provisions of this Agreement, shall to
the full extent consistent with law continue in full force and effect.

         16.   HEADINGS.  The headings of Sections and paragraphs herein are
included solely for convenience of reference and shall not control the meaning
or interpretation of any of the provisions of this Agreement.

         17.   COMPLETE AGREEMENT.  This Agreement and the documents referred to
herein set forth all the covenants, promises, agreements, conditions and
understandings among the parties hereto, and there are no other covenants,
promises, agreements, conditions or understandings, whether oral or written,
among the parties hereto.

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          18.  GOVERNING LAW.  This Agreement has been executed and delivered in
the State of Illinois and its validity, interpretation, performance, and
enforcement shall be governed by the laws of said State.

          IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed and its seal to be affixed hereunto by its officers thereunto duly
authorized, and the Executive has signed this Agreement, this 31st day of
Oct., 1994, effective as of the day and year first written above.

ATTEST:                             NORTHWESTERN STEEL AND WIRE
                                    COMPANY

/s/ Janet Ohmstead                       /s/ William F. Andrews
_________________________           By:  ____________________________________
                                           Chairman Comp Committee 10-31-94
                                    Title: __________________________________

WITNESS:                            EXECUTIVE

/s/ Ellen L. Conner                 /s/ Robert N. Gist
_________________________           _________________________________________
                                    _________________________________________
                                    Executive's Address
                                     5011 Parliament Place
                                     Rockford, IL 61107

                                      -18- 

Basic Info X:

Name: EMPLOYMENT AGREEMENT
Type: Employment Agreement
Date: March 16, 1995
Company: NORTHWESTERN STEEL & WIRE CO
State: Illinois

Other info:

Date:

  • July 22 , 1994
  • November 29 , 1990
  • January 1 , 1991
  • January 1 , 1995
  • 65th birthday
  • December 31 , 1995
  • 31st day of Oct. , 1994

Organization:

  • Wire Company Management Performance Incentive Plan
  • Wire Company 1992 Management Stock Option Plan
  • Fifteen Thousand Dollars
  • National Life Insurance Company Policy #
  • Three Hundred Five Thousand Dollars
  • Date of Termination
  • Notice of Termination
  • Board of Directors of the Company
  • Kohlberg & Co.
  • KNSW Acquisition Company
  • General Rules and Regulations
  • American Arbitration Association
  • State of Illinois
  • Address 5011 Parliament Place Rockford

Location:

  • Sterling
  • Rockford
  • L.P.
  • Delaware
  • Illinois
  • United States

Money:

  • $ 8,342
  • $ 15,000
  • $ 100,000
  • One Million Dollars
  • $ 1,000,000
  • $ 305,000
  • $ 195,700
  • $ 1,001,400

Person:

  • Robert N. Gurnitz
  • Janet Ohmstead
  • William F. Andrews
  • Ellen L. Conner
  • Robert N. Gist

Percent:

  • 50 %
  • two percent
  • 2 %
  • one percent 1 %