CHANGE IN CONTROL, SEVERANCE AND NON-COMPETITION AGREEMENT

EXHIBIT 10.53

CONFIDENTIAL

CHANGE IN CONTROL, SEVERANCE
AND NON-COMPETITION AGREEMENT

          AGREEMENT, dated as of 3-23-01 and effective as of March 1, 2001 by and between Wolverine Tube, Inc., a Delaware corporation ("Wolverine" or "Company"), and John Van Gerwen, an individual residing at 116 Elm Street, Hollidaysburg, Pennsylvania 16648 (the "Executive").

W I T N E S S E T H:

          WHEREAS, Wolverine recognizes the Executive’s expertise in connection with his employment by Wolverine or its subsidiaries or affiliates (collectively, the "Company"); and

          WHEREAS, the Company desires to provide the Executive with severance benefits or the opportunity for continued employment in a different position if the Executive’s employment is terminated for the reasons set forth herein and the Executive refrains from engaging in certain activities in the event his employment is terminated, upon the terms and conditions hereinafter set forth; and

          WHEREAS, the Company and the Executive have therefore agreed to enter into this Agreement effective on the date above;

          NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto hereby agree as follows:

          (i) If the Executive’s employment is terminated by the Company for Cause, as defined in Section l(a)(ii) hereof, or if the Executive resigns from his employment hereunder, other than for Good Reason, as defined in Section l(a)(iii) hereof unless said resignation comes within two (2) years of a Change in Control, as discussed in Section l(b)(i) below, the Executive shall be entitled to only (A) severance benefits as provided by the Company’s general procedures and practices, if any, (B) payment of the pro rata portion of the Executive’s salary through and including the date of termination or resignation, and (C) such employee benefits as may be due to Executive pursuant to the provisions of the benefit plans which govern such issues.

          (ii) For purposes of this Agreement, termination for "Cause" shall mean termination of the Executive’s employment by the Company because of (A) the Executive’s conviction for, or guilty plea to, a felony or a crime involving moral turpitude, (B) the Executive’s commission of an act of personal dishonesty in connection with his employment by the Company, (C) a breach of fiduciary duty in connection with his employment with the Company which shall include, but not be limited to, (1) investment in any person or organization with the knowledge that such person or organization has or proposes to have dealings with the Company, such person or organization competes with the Company, or the Company is considering an investment in such person or organization (the reference to "organization" excludes federal credit unions, publicly owned insurance companies and corporations the stock of which is

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listed on a national securities exchange or quoted on NASDAQ if the direct and beneficial stock ownership of the Executive, including members of his immediate family, is not more than one percent (1%) of the total outstanding stock of such corporation); (2) a loan (including a guaranty of a loan) from or to any person or organization having or proposing any dealings with the Company or in competition with the Company; (3) participation directly or indirectly in any transaction involving the Company other than as a director or as an officer or employee of the Company; (4) acceptance from any person or organization having or proposing any dealings with the Company or in competition with the Company of any gratuity, gift, entertainment or favor which exceeds either nominal value or common courtesies which are generally accepted business practice; or (5) service as an officer, director, partner or employee of, or consultant to, any person or organization having or proposing dealings with the Company or in competition with the Company; (D) the Executive’s failure to execute or follow the written policies of the Company, including, but not limited to, the Company’s policy against discrimination or harassment, or (E) the Executive’s refusal to perform the essential functions of the job, following written notice thereof. Termination of the Executive’s employment as a result of his death or disability (if such Executive is eligible for benefits under the Company’s long-term disability plan or would be eligible for such benefits were the Executive a participant in said plan) shall constitute a termination by the Company with Cause for purposes of this Agreement.

          (iii) For purposes of this Agreement, resignation for "Good Reason" shall mean the resignation of the Executive within a period of six (6) months after a reduction in the Executive’s benefits or pay in an amount in the aggregate in excess of five percent (5%) thereof, unless all individuals at the same managerial level as the Executive experience a similar reduction in benefits or pay.

          (iv) The date of termination for Cause shall be the date of receipt by the Executive of written notice of such termination, or such later date as may be contained in said notice. The date of resignation without Good Reason shall be the date of receipt by the Company of a written notice of such resignation.

          (i) If the Executive’s employment is terminated by the Company without Cause, or if the Executive resigns from his employment for any reason within two (2) year’s following a Change in Control, the Executive shall be entitled to receive the benefits described in subparagraphs (A), (B), (C) and (D) below. If the Executive resigns for Good Reason (unless said resignation is within two (2) years following a Change in Control, in which event his benefits are described in the preceding sentence), he shall be entitled to those benefits described in (A) and (B) below only. In either case, said benefits will only be paid if the Executive executes an Agreement and General Release, which shall be drafted by the Company, and if the Executive complies with Section 2 of this Agreement.

               (A) The Company shall pay to the Executive either (x) during the two years immediately following a Change in Control, in the event of (i) termination by the Company without Cause, or (ii) resignation by the Executive for any reason, an amount equal to one (1) year’s salary; or (y) at any other time, in the event of (i) termination by the Company without Cause or (ii) resignation by the Executive for Good Reason, an amount equal to one (1) years’ salary; in either case to be paid at the rate in effect immediately prior to the Severance Date (as defined in Section l(b)(iv)) plus pay at the same rate

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               for all vacation time accrued during the calendar year in which the Severance Date occurs, with such payment to be made at the Company’s option either:

                    (X) as a lump sum within 30 days after the Severance Date, or

                    (Y) as a series of payments in accordance with the Company’s normal payroll procedures following the Severance Date;

               (B) the Company shall reimburse the Executive for any costs incurred by the Executive in electing COBRA continuation coverage under only the Company’s medical plan and maintaining life insurance coverage comparable to that maintained for him by the Company for the period from the Severance Date until the earlier to occur of:

                    (X) the date which follows the Severance Date by the lesser of (1) 18 months or (2) the number of months of salary which is being paid to Executive pursuant to subparagraph (i)(A)(x) or (y) above, or

                    (Y) the date on which the Executive is covered under any other medical plan;

               (C) in lieu of any benefit otherwise due to him under the Company’s annual bonus plan, the Company shall pay the Executive, an amount equal to (i) a lump sum equal to 20% of his annual base salary multiplied by (ii) the number of years for which the Executive is entitled to pay under paragraph (b)(i)(A) above; provided, however, that in the event that the Severance Date occurs after the first six (6) full months of the Company’s then current fiscal year, the Company shall pay the Executive an additional amount equal to the actual bonus which would have been paid to the Executive for said year had he remained employed throughout said year less the amount of the above-described lump sum paid to him pursuant to this subparagraph (C) for the first of the years for which he is entitled to be paid under paragraph (b)(i)( A).

               (D) the Company shall reimburse the Executive for any reasonable costs actually incurred by the Executive for outplacement services provided by an outplacement consultant mutually agreeable to the Executive and the Company for a period not to exceed six (6) months.

          (ii)