WOLVERINE TUBE INC
EX-10.2  AMENDMENT TO DEFERRED COMPENSATION TRUST
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<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>g82789exv10w2.txt
<DESCRIPTION>EX-10.2  AMENDMENT TO DEFERRED COMPENSATION TRUST
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                                                                    EXHIBIT 10.2

                             AMENDMENT NUMBER ONE TO
                      DEFERRED COMPENSATION TRUST AGREEMENT

         WHEREAS, the Company desires to amend the Deferred Compensation Trust
Agreement dated February 13, 2001, to clarify how payments will be made if the
Trust does not have sufficient assets to fund all benefits due participants
under the Arrangements and if benefits are funded on an individual participant
basis;

         WHEREAS, the Company and the Trustee in Section 14(a) reserved the
right to amend the Trust Agreement;

         NOW, THEREFORE, the parties hereto agree that the Trust Agreement is
amended as of February 5, 2003 as follows:

         1. Section 4. PAYMENTS WHEN A SHORT-FALL OF THE TRUST ASSETS OCCURS is
hereby deleted in its entirety and the following Section 4 shall be substituted
in lieu thereof:

         Section 4.   PAYMENTS WHEN A SHORT-FALL OCCURS OR WHERE THERE IS
                      INDIVIDUAL OR PARTIAL FUNDING OF VESTED BENEFITS.

         (a)      If there are not sufficient assets for the payments pursuant
                  to Section 2 or Section 3(c) hereof and the Company does not
                  otherwise make such payments within a reasonable time after
                  demand from the Trustee, the Trustee shall make said payments
                  from the Trust under the Arrangements in a pro rata manner.
                  Upon receipt of a contribution from the Company necessary to
                  make up for a short-fall in the payments due, the Trustee
                  shall resume payments under the Arrangements.

         (b)      Notwithstanding the provisions of (a) above, in the event that
                  the Company shall elect to fund for benefits under one or more
                  supplemental executive retirement plans through this Trust on
                  an individual participant basis, then the benefits payable to
                  a participant shall be funded solely from the Trust assets (as
                  adjusted to reflect the earnings and losses attributable to
                  such assets) allocated to fund the participant's benefits and
                  the Trust assets (as adjusted to reflect the earnings and
                  losses attributable to such assets) allocated to fund the
                  benefits of other participants shall not be applied to satisfy
                  such benefit liabilities.

         (c)      Notwithstanding the provisions of (a) above, in the event that
                  the Company shall have elected to fund for benefits under one
                  or more supplemental executive retirement plans through this
                  Trust but without earmarking such funding on an individual
                  participant basis as contemplated in paragraph (b) above, and
                  a participant or participants under such plan(s) shall apply
                  for a lump sum payment(s) from such plan(s), and the Trust
                  assets allocated to such plan(s) are less than the present
                  value of all vested accrued benefits for all participants
                  under such plan(s), then the Trustee shall limit such lump sum
                  payment to each participant to an amount equal to the Trust
                  assets allocated to fund benefits





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                  under such plan(s) multiplied by a fraction having (i) a
                  numerator equal to the present value that the participant's
                  vested accrued benefit and (ii) a denominator equal to the
                  present value of the vested accrued benefits of all
                  participants in the plan(s). For purposes of this paragraph
                  (c), the present value of vested accrued benefits shall be
                  calculated using the same interest and mortality assumptions
                  that are used to calculate lump sum payments under the
                  Wolverine Tube, Inc. 2002 Supplemental Executive Retirement
                  Plan.

         (d)      Following a Change of Control, the Trustee shall have the
                  right to compel a contribution to the Trust from the Company
                  to make-up for any short-fall needed to provide benefits
                  pursuant to Section 2.

         2.       All other terms of the Agreement shall remain in full force
                  and effect.

         IN WITNESS WHEREOF, this Amendment Number One has been executed on
behalf of the parties hereto on this the 7th day of May, 2003.

ATTEST:                             WOLVERINE TUBE, INC.



James E. Deason                     By: Johann R. Manning, Jr.
--------------------------------        ----------------------------------------
Secretary                           Its: Senior Vice President & General Counsel
                                         ---------------------------------------
[Corporate Seal]


ATTEST:                             AMSOUTH BANK



Donna K. Savage                     By: David Bates
--------------------------------        ----------------------------------------
Secretary                           Its: Vice President and Trust Officer
                                         ---------------------------------------
[Corporate Seal]




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