FLAG INTERMEDIATE HOLDINGS Corp Watch

from 10-K 30 pages Amended and Restated Investors Rights Agreement

from 8-K 29 pages Whereas, the Company and Goncalves Are Parties to Certain Ancillary Agreements, Including an Amended and Restated Investor Rights Agreement Dated April 8, 2010 (The “Investor Rights Agreement”), an Amended Subscription Agreement Dated September 29, 2005, and Amended Non-Qualified Stock Option Agreement Dated September 29, 2005, a Second Amended Non-Qualified Stock Option Agreement Dated September 29, 2005, a Restricted Stock Agreement Dated September 29, 2005, a Third Non-Qualified Stock Option Agreement Dated March 17, 2006, and Any Award Agreement Hereafter Granted to Goncalves Under the Metals USA Holdings Corporation 2010 Long Term Incentive Plan (The “2010 Ltip”) (Collectively, the “Ancillary Agreements”); and Whereas, Pursuant to Section 1 of the Prior Employment Agreement, Goncalves Provided Written Notice to the Company Dated July 23, 2010 of His Intention Not to Renew the Prior Employment Agreement for an Additional Term After November 30, 2010; and Whereas, the Company Desires to Continue to Employ Goncalves as the Company’s Chief Executive Officer and Goncalves Desires to Continue in That Capacity, All on the Terms and Conditions Set Forth in This Agreement; Now Therefore, in Consideration of the Mutual Covenants Contained Herein and Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Parties Hereto Agree as Follows: Section 1. Employment Period. the Term of Goncalves’ Employment Under This Agreement Shall Commence on the Date Hereof (The “Effective Date”) and End on December 31, 2014 (The “Expiration Date”), Unless Terminated Earlier Pursuant to Section 3 of This Agreement (The “Employment Period”)

from 10-K 6 pages Metals USA Holdings Corp. 2006 Deferred Compensation Plan

from S-4/A 5 pages Apollo and the Company Agree That It Is in Their Respective Best Interests to Enter Into This Agreement Whereby, for the Consideration Specified Herein, Apollo Has Provided and Shall Provide Services as Independent Consultant to the Company in Connection With the Transactions Contemplated by the Merger Agreement (As Defined Below). Now, Therefore, in Consideration of the Mutual Covenants Hereinafter Set Forth, the Company and Apollo Agree as Follows: Section 1. Transaction Services

from S-4/A 6 pages Each of Flag Holdings and the Company Desires to Avail Itself of Apollo’s Expertise and Consequently Has Requested That Apollo Make Such Expertise Available From Time to Time in Rendering Certain Management Consulting and Advisory Services Related to the Business and Affairs of the Company and Its Subsidiaries and Affiliates and the Review and Analysis of Certain Financial and Other Transactions. Apollo, Flag Holdings and the Company Agree That It Is in Their Respective Best Interests to Enter Into This Agreement Whereby, for the Consideration Specified Herein, Apollo Shall Provide Such Services as Independent Consultant to the Company. Now, Therefore, in Consideration of the Mutual Covenants Hereinafter Set Forth, the Company, Flag Holdings and Apollo Agree as Follows: Section 1. Retention of Apollo. the Company Hereby Retains Apollo, and Apollo Accepts Such Retention, Upon the Terms and Conditions Set Forth in This Agreement. Section 2. Term

from S-4/A 16 pages Flag Holdings Corporation Amended and Restated 2005 Stock Incentive Plan

from S-4 2 pages $50,000 Annual Retainer for Director $ 2,000 Director’s Fee for Attendance in Person or by Phone at a Board Meeting $10,000 Annual Fee for Chairman of Audit Committee $ 2,000 Director’s Fee for Attendance in Person or by Phone at a Committee Meeting (Unless on Same Day as Board Meeting) All Reasonable Out of Pocket Expenses, Including, Without Limitation, Travel Expenses Will Be Reimbursed Upon Submission of Support Documentation

from S-4 7 pages Each of Flag Holdings and the Company Desires to Avail Itself of Apollo’s Expertise and Consequently Has Requested That Apollo Make Such Expertise Available From Time to Time in Rendering Certain Management Consulting and Advisory Services Related to the Business and Affairs of the Company and Its Subsidiaries and Affiliates and the Review and Analysis of Certain Financial and Other Transactions. Apollo, Flag Holdings and the Company Agree That It Is in Their Respective Best Interests to Enter Into This Agreement Whereby, for the Consideration Specified Herein, Apollo Shall Provide Such Services as Independent Consultant to the Company. Now, Therefore, in Consideration of the Mutual Covenants Hereinafter Set Forth, the Company, Flag Holdings and Apollo Agree as Follows: Section 1. Retention of Apollo. the Company Hereby Retains Apollo, and Apollo Accepts Such Retention, Upon the Terms and Conditions Set Forth in This Agreement. Section 2. Term

from S-4 17 pages Flag Holdings Corporation Amended and Restated 2005 Stock Incentive Plan

from S-4 9 pages Severance Agreement - Joe Longo

from S-4 9 pages Severance Agreement - David Martens

from S-4 9 pages Severance Agreement - Roger Krohn

from S-4 15 pages Whereas, Pursuant to an Agreement and Plan of Merger (The “Merger Agreement”) Made and Entered Into as of the 18th Day of May, 2005, by and Among Flag Holdings Corporation, a Delaware Corporation (“Parent”), the Merger Sub, a Wholly Owned Subsidiary of Parent, and Metals USA, Inc. (The “Company”), Parent Will Acquire All of the Capital Stock of the Company by Merging (The “Merger”) Merger Sub With and Into the Company (The “Transaction”); Whereas, as a Further Inducement to Parent’s and the Merger Sub’s Entry Into the Merger Agreement, the Merger Sub Is Entering Into This Agreement; Whereas, in Connection With the Transaction, the Company Desires, as the Surviving Corporation (As That Term Is Defined in the Merger Agreement) in the Merger, to Employ McPherson and McPherson Desires to Be Employed by the Company; and Whereas, McPherson, as a Condition of His Employment, Will Make a Substantial Investment in Parent Concurrently With the Closing of the Transaction by Purchasing 27,000 Shares of Common Stock of Parent, Par Value $0.01, at a Price of $10 Per Share; Now Therefore, in Consideration of the Mutual Covenants Contained Herein and Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Parties Hereto Agree as Follows: Section 1. Employment Period

from S-4 15 pages Whereas, Pursuant to an Agreement and Plan of Merger (The “Merger Agreement”) Made and Entered Into as of the 18th Day of May, 2005, by and Among Flag Holdings Corporation, a Delaware Corporation (“Parent”), the Merger Sub, and Metals USA, Inc. (The “Company”), Parent Will Acquire All of the Capital Stock of the Company by Merging (“The Merger”) Merger Sub With and Into the Company (The “Transaction”); Whereas, Concurrently With the Execution of the Merger Agreement, as a Condition and Inducement to Parent’s and the Merger Sub’s Willingness to Enter Into the Merger Agreement, the Merger Sub Is Entering Into This Agreement; Whereas, in Connection With the Transaction, the Company, as the Surviving Corporation (As That Term Is Defined in the Merger Agreement) in the Merger, Desires to Employ Hageman and Hageman Desires to Be Employed by the Company; and Whereas, Hageman, as a Condition of His Employment, Will Make a Substantial Investment in Parent Concurrently With the Closing of the Transaction by Purchasing 37,500 Shares of Common Stock of Parent, Par Value $0.01, at a Price of $10 Per Share; Now Therefore, in Consideration of the Mutual Covenants Contained Herein and Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Parties Hereto Agree as Follows: Section 1. Employment Period

from S-4 16 pages Whereas, Pursuant to an Agreement and Plan of Merger (The “Merger Agreement”) Made and Entered Into as of the 18th Day of May, 2005, by and Among Flag Holdings Corporation, a Delaware Corporation (“Parent”), the Merger Sub, a Wholly Owned Subsidiary of Parent, and Metals USA, Inc. (The “Company”), Parent Will Acquire All of the Capital Stock of the Company by Merging (The “Merger”) the Merger Sub With and Into the Company (The “Transaction”); Whereas, Concurrently With the Execution of the Merger Agreement, as a Condition and Inducement to Parent’s and the Merger Sub’s Willingness to Enter Into the Merger Agreement, the Merger Sub Is Entering Into This Agreement; Whereas, in Connection With the Transaction, the Company, as the Surviving Corporation (As That Term Is Defined in the Merger Agreement) in the Merger, Desires to Employ Goncalves and Goncalves Desires to Be Employed by the Company; Whereas, the Company and Goncalves Are Parties to That Certain Employment Agreement Dated February 18, 2003 (The “Prior Agreement”); and Whereas, Goncalves, as a Condition of His Employment, Will Make a Substantial Investment in Parent Concurrently With the Closing of the Transaction by Purchasing 188,000 Shares of Common Stock of Parent, Par Value $0.01, at a Price of $10 Per Share; Now Therefore, in Consideration of the Mutual Covenants Contained Herein and Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Parties Hereto Agree as Follows: Section 1. Employment Period