AGREEMENT AND GENERAL RELEASE

            THIS AGREEMENT made and entered as of this 12th day of September, 2005, by and between Synalloy Corporation (hereinafter referred to as the "Employer") and Ralph Matera (hereinafter, the "Employee").

            WHEREAS, Employee is currently employed by the Employer in the position of President and Chief Executive Officer,

            WHEREAS, Employee has decided that he will terminate his employment with Employer effective September 30, 2005, and thereafter render consulting services to Employer for a period of three (3) months;

WHEREAS, Employee recognizes and agrees that it shall be in the best interest of Employee and of the Employer that the terms and conditions of their agreements be expressly set forth.

NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter made by Employee and the Employer, and for other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged by Employee and the Employer, it is agreed that:

1. 1. Effective September 30, 2005 (hereinafter referred to as the "Effective Date"), the employment relationship between Employee and the Employer shall be terminated. Until the Effective Date, Employee shall continue to be an employee of the Employer and participate in all benefit and other plans in which he is presently participating. After the Effective Date, Employee will only be obligated to perform further services for the Employer in accordance with Paragraph 2 below. Employee and the Employer further agree that the relationship created by this Agreement for the period of time after September 30, 2005, is purely contractual and that no employer-employee relationship is intended, nor shall such be inferred, from the performance of the Employee or the Employer under this Agreement.
   2. From October 1, 2005 through December 31, 2005 (the "Consulting Period"), Employee will perform such consulting services as may be reasonably requested by the Employer; provided, however, such services shall not require Employee to perform services during such period which exceed four hundred eighty (480) hours in the aggregate. The Employer shall have sole discretion on whether or not to request or use the Employee as a consultant. The Employer agrees to provide reasonable notice to Employee when such consulting services are needed.
   3. During the Consulting Period, the Employer shall pay to Employee, as payment for the consulting services which may be required under Paragraph 2 above, the releases contained herein and the non-compete agreement, the equivalent of three (3) months of Employee's regular base rate of pay which was in effect during September 2005. Such payments shall be made in monthly increments on the last day of the calendar months of October, November and December 2005..
   4. Employee's participation in all employee benefit plans will cease as of the Effective Date unless otherwise provided pursuant to federal law. Employee acknowledges that on the day following the Effective Date, Employee will no longer be an employee of the Employer for purposes of all option plans and all options, not previously vested and exercised, will terminate as provided for in the applicable plans.
   5. It is agreed that except as set forth in this Agreement the Employer owes Employee no additional amounts for wages, bonuses, back pay, retirement, sick or other leave benefits, profit-sharing benefits, benefits under any other benefits plans, or any other amounts for any other reason. Employee's company car benefit will terminate on Effective Date. Employee shall be entitled, at Employee's option, by giving notice prior to the Effective Date, to purchase his Company vehicle at its current market value.
   6. The parties agree that Employee shall be responsible for any and all federal or state tax liability (including, but not limited to taxes, fines, penalties, and interest) which could arise as a result of any of the monetary payments set forth in Paragraph 3 above.
   7. In consideration of the Employer's payment as set forth above, and for other good and valuable consideration, Employee on his own behalf and behalf of his heirs, legal representatives, agents, successors-in-interest, and assigns hereby