-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PHcg5RFEIxkkuKG3O4ADc0A95GiomqCFO7kRRv/U4S+2aZ0FDGa9bye6jzgoJTrg fQG+0uP7vuNazmoTyNT3sQ== 0000084581-01-500012.txt : 20010402 0000084581-01-500012.hdr.sgml : 20010402 ACCESSION NUMBER: 0000084581-01-500012 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROCK OF AGES CORP CENTRAL INDEX KEY: 0000084581 STANDARD INDUSTRIAL CLASSIFICATION: CUT STONE & STONE PRODUCTS [3281] IRS NUMBER: 030153200 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 000-29464 FILM NUMBER: 1586384 BUSINESS ADDRESS: STREET 1: 369 NORTH STATE STREET CITY: CONCORD STATE: NH ZIP: 03301 BUSINESS PHONE: 6032258397 MAIL ADDRESS: STREET 1: 369 NO STATE STREET CITY: CONCORD STATE: NH ZIP: 03301 10-K405 1 deck.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(MARK ONE)

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM __________ TO __________

COMMISSION FILE NO. 000-29464

ROCK OF AGES CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	030153200
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
772 GRANITEVILLE ROAD, GRANITEVILLE, VERMONT	05654
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (802) 476-3121

Securities registered pursuant to Section 12(b) of the Act:

TITLE OF EACH CLASS	NAME OF EACH EXCHANGE ON WHICH REGISTERED
None

Securities registered pursuant to Section 12(g) of the Act:

CLASS A COMMON STOCK, PAR VALUE $0.01

(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [ x ] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [x]

As of March 23, 2001, the aggregate market value of the registrant's voting stock (including Class B Common Stock, par value $.01 per share ("Class B Common Stock"), which is convertible on a share-for-share basis into Class A Common Stock, par value $.01 per share ("Class A Common Stock" and, and together with Class B Common Stock, "Common Stock"), held by non-affiliates of the registrant was $31,516,825. As of March 23, 2001, there were outstanding 4,751,219 shares of Class A Common Stock and 2,816,438 shares of Class B Common Stock.

TABLE OF CONTENTS
			PAGE
			------
PART I
ITEM	1.	BUSINESS	1
ITEM	2.	PROPERTIES	6
ITEM	3.	LEGAL PROCEEDINGS	8
ITEM	4.	SUBMISSION OF MATTERS TO A VOTE OF THE SECURITY HOLDERS	8
PART II
ITEM	5.	MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	9
ITEM	6.	SELECTED FINANCIAL DATA	10
ITEM	7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	14
ITEM	7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	14
ITEM	8.	FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA	14
ITEM	9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	14
PART III
ITEM	10.	DIRECTORS AND EXECUTIVE OFFICERS	15
ITEM	11.	EXECUTIVE COMPENSATION	16
ITEM	12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	20
ITEM	13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	21
PART IV
ITEM	14.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K	22
		SIGNATURES	24
		INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE	25

PART I

ITEM 1. BUSINESS

GENERAL

Rock of Ages Corporation ("Rock of Ages" or the "Company") was founded in 1885 and is an integrated granite quarrier, manufacturer and retailer whose principal product is granite memorials used primarily in cemeteries. The Company believes that it is the largest quarrier, manufacturer and retailer of finished granite memorials and granite blocks for memorial use in North America, based on revenues. The Company owns and operates 13 active quarry properties and 10 manufacturing and sawing facilities in North America, principally in Vermont, Georgia and the Province of Quebec. The Company markets and distributes its memorials on a retail basis through approximately 110 Company-owned retail sales outlets (including sales outlets located at certain cemeteries owned by the Company located in the state of Kentucky) as of March 23, 2001 in the states indicated in Item 2 below. The Company also sells memorials wholesale to approximately 1,200 independent memorial retailers in the United States and Canada, including approximately 400 independent authorized Rock of Ages retailers that, in addition to the Company's owned retail sales outlets, are the primary outlet for the Company's branded memorials. The Company markets its memorials at four quality and price points under four separate brand names: Rock of Ages Signature, Rock of Ages Sealmark, Golden Rule by Rock of Ages and Stone Eternal by Rock of Ages. The Company also sells non-branded memorials. The Company believes the Rock of Ages trademark is one of the oldest and best known brand names in the granite memorialization industry. The Company actively promotes its brand names and places a seal bearing the brand name on each branded memorial. All Rock of Ages branded memorials are supported by a perpetual warranty with varying levels of coverage depending on the brand.

The Company estimates that 80% or more of all granite memorials manufactured in North America are made in one of four regions: Barre, Vermont; Beebe, Quebec; Elberton, Georgia, and an area encompassing Milbank, South Dakota, Cold Spring, Minnesota, and Wausau, Wisconsin known in the industry as the "Northwest." The Company has solidified its leading position in the granite memorial business primarily through acquisitions of quarries and major granite memorial manufacturers, principally in three of these four regions.

In 2000, the Company acquired 2 memorial retailers in 2 separate and independent transactions, thereby acquiring 3 retail sales outlets in the states of Connecticut and Iowa (the "2000 Acquisitions). The Company also acquired 16 cemetery properties and 1 memorial retailer located in the state of Kentucky as of January 2, 2001. The Company paid a total aggregate purchase price in the 2000 Acquisitions of approximately $655,000, all of which was paid in cash; and approximately $6.8 million for the Kentucky cemeteries and retailer acquired in January 2001, all of which was paid in cash.

See Item 13 - "Certain Relationships and Related Transactions" for more information regarding the Kentucky cemeteries and retailer acquisitions.

The Company has operations in three business segments: Quarrying, Manufacturing and Retailing. Included within the business segments are operations that are unincorporated divisions of Rock of Ages and others that are separately incorporated subsidiaries. Financial information by business segment and geographic area is incorporated herein by reference to note 14 of the Consolidated Financial Statements of the Company. In addition, information regarding the revenues of each business segment is incorporated herein by reference to Item 7 - "Management's Discussion and Analysis of Financial Condition and Results of Operations." Additional information regarding each business segment and Rock of Ages in general is set forth below.

GROWTH STRATEGY

The Company seeks to expand the scope and profitability of its operations through a growth strategy that focuses on forward vertical integration into retailing, thereby enabling the Company to move closer to the ultimate customer. The principal elements of the growth strategy include the following:

Expansion of Company-Owned Retail Network. Although the primary focus during fiscal 2000 was to integrate the retail acquisitions made during the prior three years, the Company anticipates that it will continue to acquire independent granite memorial retailers in selected markets in North America in order to further develop its network of Company-owned Rock of Ages retailers, thereby capturing the higher margins (relative to quarrying and manufacturing margins) that have historically existed at the retail level. Where appropriate, the Company may also acquire cemetery properties that have the potential of expanding sales of its granite memorials.

Increased Emphasis on Independent Authorized Dealers. The Company will seek to increase sales to independent authorized Rock of Ages retailers that are current or potential customers of the Company in furtherance of its efforts to build an integrated retail network consisting of Company-owned and independent authorized Rock of Ages retail outlets that sell the Company's brands.
Brand Enhancement. The Company believes that the Rock of Ages brand is one of the best known brand names in the memorial industry. The Company anticipates that it will, as part of building its integrated network of Company-owned retailers, continue to increase promotion of and advertising expenditures on the Rock of Ages brand and other proprietary brands sold at its Company-owned retail outlets and independent authorized Rock of Ages dealers.

Pre-Need Selling Program. The Company is in the process of initiating an active pre-need selling program for granite memorials at its Company-owned retail locations and to assist its independent Rock of Ages authorized retailers in developing similar programs. Currently, the best estimate of the Company is that less than 10% of granite memorials are sold pre-need.
Strategic Alliances with Funeral Homes and Cemeteries. The Company has formed and anticipates that it will continue to pursue strategic alliances with funeral home and cemetery owners, including consolidators, to sell granite memorials in cooperation with them, in order to increase both pre-need and at-need sales of granite memorials.
Selected Acquisitions of Quarriers and Manufacturers. While the Company owns or controls many of the highest quality memorial grade granite quarries in North America, the Company will continue to explore the possibility of acquiring selected memorial grade granite quarriers and manufacturers in North America and internationally to assure that it will continue to have the colors and grades of granites sought by retail purchasers of granite memorials in North America.
Other Product Line Enhancements. The Company intends to continue to expand and enhance its memorial product lines in color, design and style. The Company's objective is to provide a full-range of memorials available at various price ranges.

PRODUCTS

The Company's principal products may be classified into three general product lines: granite quarry products, manufactured granite products and non-granite memorials. The principal raw material for both granite product lines is natural granite as it comes from the ground with the primary difference between the product lines being the extent of the processing or manufacturing of the granite.

Granite Quarry Products. The principal quarry product sold by the Company is granite blocks, the raw material of the dimension granite industry. These blocks are extracted from quarries in various sizes through a drilling, blasting and wire sawing process in the quarry. The range of block sizes is large, but most manufacturers of granite memorials and other products generally require minimum dimensions of height, width and length to maximize the efficiency of their block sawing equipment in meeting the required dimensions of the finished product. Granite blocks are normally sold in heights from 2'6" to 5', widths of 3' to 5', and lengths from 7' to 10'. These blocks typically weigh between 20 and 30 tons.

Granite differs from deposit to deposit by color, grade and/or quality, Rock of Ages owns, quarries and sells blocks of (i) gray granites from its Barre, Vermont; Elberton, Georgia; and Stanstead, Quebec quarries, (ii) black granite from its American Black quarry in Pennsylvania, (iii) pink granites from its Laurentian Pink quarry in Quebec and its Salisbury Pink quarry in North Carolina, (iv) white granite from its Bethel White quarry in Vermont and its Gardenia White quarry in North Carolina, (v) brownish red granite from its Autumn Rose quarry in Oklahoma and (vi) grayish pink granites from its Kershaw and Coral Gray quarries in South Carolina.

The Company sells granite blocks for memorial, building and other uses. While each of the quarries owned by the Company sells granite for memorial use and for building use, the output of Bethel White quarry, the Gardenia White quarry, and the Salisbury Pink quarry are primarily sold and used for building granite use outside North America and the output of the other quarries is primarily used for memorial use in North America. The Company distributes Salisbury Pink, Bethel White, Gardenia White and other owned granites outside North America using its own sales personnel, commissioned agents and stock distributors.

Granite blocks sold by the Company in North America are sold by a quarry sales force. The Company's quarry sales force markets and advertises its granite blocks in various trade publications and by attending various trade shows in North America. Outside of North America, the Company generally sells to the user or independent distributors who buy blocks from the Company and resell them. This includes Rock of Ages Asia, a Company-owned corporation.

Other quarry products include waste pieces not of a shape or size suitable for manufacturing which are sold for rip rap for embankments, bridges or piers, and for other uses. In various quarries, the Company has arrangements with crusher operators who operate on or near the Company's quarries and sell crushed stone. The revenues and profits of these operations are not material. The Company has no marketing and advertising programs for these other quarry products.

Manufactured Products. The principal manufactured product of Rock of Ages is granite memorials, which are sold to retailers of granite memorials, including Company-owned outlets, and substantially all of which are placed in cemeteries in remembrance of the life of a person or persons. The memorials sold by the Company encompass a wide-range of granites, including granite blocks purchased from others, as well as a wide-range of sizes, styles and shapes ranging from small, inexpensive markers set flush to the ground, to very elaborate and expensive personal mausoleums of larger sizes available at various price ranges. The broad classifications of granite memorials used by the industry are generally markers, hickeys, slants, standard uprights, estate uprights, pre-assembled mausoleums and conventional mausoleums. From time to time memorial retailers or others order granite products such as benches, steps and other products that may or may not be for cemetery use. These are classified by the Company as memorial sales.

The Company is widely recognized for the personalized granite memorials it produces and the very large memorials it can produce. It has made memorials as large as thirty-five feet in length from one block of granite, including a full size granite replica of a Mercedes Benz automobile.

The Company's granite memorials are sold to retailers by the Company's memorial sales force which regularly speaks with customers by phone and makes personal visits to customers. The Company provides various point of sale materials to its owned and independent authorized Rock of Ages dealers. The Company also advertises in various trade publications.

The Company also manufactures certain precision granite products, which are made along with memorials at one of the Company's Barre, Vermont plants. These products include surface plates, machine bases, coordinate measuring devices, and other products manufactured to exacting dimensions. These products are sold to the manufacturers of precision measuring devices or end users. Precision products are sold by a precision products sales force which phones or visits customers. The Company does little or no advertising of its precision products.

Retail Products. The Company's retail division markets and sells granite, bronze and marble memorials primarily to consumers. The Company currently owns and operates approximately 110 retail outlets in 15 states. The granite memorials sold at retail also vary widely and are of the same types as those manufactured by the Company. The Company's retail operations utilize a retail sales force which markets and sells memorials through phone calls and direct meeting with customers in their homes and at retail sales offices. The Company advertises and promotes retail sales through direct mail material, yellow page listings and newspaper advertising. The Company's retail sales outlets are positioned to sell branded and unbranded memorials at all price points and qualities.

MANUFACTURING AND RAW MATERIALS

The Company quarries and manufactures granite in the United States and Canada at the locations detailed in Item 2 "Properties." In 2000, the Company acquired new equipment for certain of its quarries and plants. There were no plants acquired or material additions to plants in 2000. Management believes that the Company's manufacturing and quarrying capacity is generally sufficient to meet anticipated production requirements for the foreseeable future.

The most significant raw material used by the Company in its manufacturing operations is granite blocks primarily from the Company's quarries. The Company has an adequate supply from its quarries to supply its manufacturing operations. The Company also purchases certain colors of granite, primarily red and black, from other quarriers. The Company believes there is an adequate supply of memorial granite available from its quarries and quarries owned by others for the foreseeable future.

Significant supplies used by the Company in its manufacturing operations include industrial diamond segments for saw blades and wires, drill steel, drill bits and abrasives. There are a number of sources for these supplies at competitive prices.

The Company had manufacturing backlogs of $8.5 million as of December 31, 2000 and $9.5 million as of December 31, 1999. These backlogs occurred in the normal course of business. The Company does not have a material backlog in its quarrying operations. The Company had retail backlogs of $12.4 million as of December 31, 2000 and $11.1 million as of December 31, 1999. The Company expects that substantially all of the backlog order will be filled during the 2001 fiscal year.

The Company does not normally maintain a significant inventory of finished manufactured products in anticipation of future orders in its manufacturing operations. The Company does maintain a significant inventory of memorials for display and delivery purposes at its retail operations. Approximately 75% of the Company's manufactured product orders and retail orders are delivered within two to twelve weeks, as is customary in the granite memorial industry. The delivery time depends on the size and complexity of the memorial. The Company does accumulate inventory of granite blocks from September from December in preparation for the winter months when its northern quarries are inactive.

Because the Company's Barre quarries are closed from mid-December through mid-March, in December each year the Company provides special 90-day payment terms at these quarries for all blocks purchased in the month of December. Customers' manufacturing plants generally remain open during most of this period, and most customers prefer to assure they own blocks of a size and quality selected to them prior to closure. All blocks purchased from the Company's Barre quarries in December on deferred payment terms are invoiced on or about December 31 and removed from the Company's inventory with title passing to the buyer. Payment terms are one-third of the invoice amount on January 15, one-third on February 15, and one-third on March 15. This program provides essentially the normal 30-day payment terms during the months when the Barre quarries are closed, notwithstanding the customer's purchase of a three month supply in December. Customers need not use these terms and may buy from inventory during the closure period on a first come first served basis with normal 30-day terms.

RESEARCH AND DEVELOPMENT

The Company does not have a research and development department for any of its products. The Company regularly conducts market research, as well as research on new product designs and on equipment to improve the Company's technology. These activities are not separately accounted for as research, and the Company had no expenditures classified for financial reporting purposes as research in 1998,1999 or 2000.

COMPETITION

The granite memorial industry is highly competitive. The Company competes with other granite quarriers and manufacturers in the sale of granite blocks on the basis of price, color, quality, geographic proximity, service, design availability and availability of supply. All of the Company's colors of granite are subject to competition from granite blocks of similar color supplied by quarriers located throughout the world. There are approximately 140 manufacturers of granite memorials in North America. There are also manufacturers of granite memorials in India, South Africa, China and Portugal that sell finished memorials in North America. The Company competes based upon price, breadth of product line and design availability as well as production capabilities and delivery options. The Company's quarrying and manufacturing competitors include both domestic and international companies, some of which may have greater financial, technical, manufacturing, marketing and other resources than the Company. Additionally, foreign competitors of the Company may have access to lower cost labor and better commercial deposits of memorial grade granite, and may be subject to less restrictive regulatory requirements than the Company. Companies in South Africa, India, China and Portugal also manufacture and export finished granite memorials into North America.

The competition for retail sales of granite memorials faced by the Company's retail outlets is also intense and is based on price, quality, service, design availability and breadth of product line. Competitors include funeral home and cemetery owners, including consolidators, which have greater financial resources than the Company, as well as approximately 3,000 independent retailers of granite memorials located outside of cemeteries and funeral homes.

PATENTS, TRADEMARKS AND LICENSES

The Company holds a number of domestic and foreign patents, trademarks and copyrights, including the original registered trademark "Rock of Ages" which the Company first registered in 1913. The Company believes the loss of a single patent, trademark or copyright, other than the "Rock of Ages" trademark, would not have a material adverse effect on the Company's business, financial condition or results of operations.

EMPLOYEES

As of December 31, 2000, the Company had approximately 940 employees.

The Company's collective bargaining agreements with the Granite Cutters Association and the United Steelworkers of America, respectively, which together represent approximately 322 of the Company's employees, expire on April 25, 2003.

SEASONALITY

Historically, the Company's operations have experienced certain seasonal patterns. Generally, the Company's net sales are highest in the second quarter and lowest in the first quarter of each year due primarily to weather. See Item 7 - "Management's Discussion and Analysis of Financial Conditions and Results of Operations - Seasonality."

REGULATION AND ENVIRONMENTAL COMPLIANCE

The Company's quarry and manufacturing operations are subject to substantial regulation by federal and state governmental statutes and agencies, including OSHA, the Mine Safety and Health Administration and similar state and Canadian authorities. The Company's operations are also subject to extensive laws, and regulations administered by the EPA and similar state and Canadian authorities for the protection of the environment, including those relating to air and water quality, and solid and hazardous waste handling and disposal. These laws and regulations may require the Company to fund remedial action or to pay damages regardless of fault. Environmental laws and regulations may also impose liability with respect to divested or terminated operations even if the operations were divested or terminated many years ago. In addition, current and future environmental or occupational health and safety laws, regulations or regulatory interpretations may require significant expenditures for compliance which could require the Company to modify its operations. The Company cannot predict the effect of such laws, regulations or regulatory interpretations on its business, financial condition or results of operations. The Company expects to be able to continue to comply, in all material respects, with existing laws and regulations.

FORWARD-LOOKING STATEMENTS

Certain statements in this Annual Report on Form 10-K, and other oral and written statements made by the Company from time to time, are "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, including those that discuss strategies, goals, outlook or other nonhistorical matters, or projected or anticipated revenues, income, returns or other financial measures. These forward-looking statements are subject to numerous risks and uncertainties that may cause actual results to differ materially from those contained in such statements. These risks and uncertainties include the ability of the Company to continue to identify suitable retail acquisition candidates, to consummate additional retail acquisitions on acceptable terms and to successfully integrate the operations of such acquired entities.

Other factors and assumptions that could generally cause the Company's actual results to differ materially from those included in the forward-looking statements made herein include the effects of general economic conditions in the United States or abroad, changes in competitive market conditions, changes in the Company's business strategy or an inability of the Company to implement its growth strategy due to unanticipated changes in general economic conditions, the Company's ability to negotiate collective bargaining agreements, competitive market conditions or other factors, demand for the Company's products and the sufficiency of the Company's production capacity to meet future demand for its products. Other factors and assumptions not identified above were also involved in the derivation of the forward-looking statements contained in this Annual Report on Form 10-K, and such other factors and the failure of such other assumptions to be realized, may also cause actual results to differ materially from those projected. The Company assumes no obligation to update these forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements.

ITEM 2. PROPERTIES

The Company owns the following quarry and manufacturing properties:

PROPERTY	FUNCTION
----------------	----------------
VERMONT
BARRE:
----------
Quarry Properties
----------------------
E. L. Smith Quarry	Quarrying of dimensional Barre Gray granite blocks
Adam-Pirie Quarry	Quarrying of dimensional Barre Gray granite blocks
Manufacturing Properties
-------------------------------
Associated Saw Plant	Finished product storage
Rock of Ages Manufacturing Plant	Manufacturing of memorials
Press Roll Production Plant	Manufacturing of granite press rolls
Rock of Ages Saw Plant #1	Slabbing of granite blocks
Lawson Production Plant	Slabbing of granite blocks and memorials production facility
BETHEL:
-----------
Quarry Properties
-----------------------
Bethel Quarry	Quarrying of dimensional Bethel White granite blocks
GEORGIA
MADISON COUNTY:
--------------------------
Quarry Properties
----------------------
Royalty/Berkeley Quarries	Quarrying of dimensional Royalty Blue and Berkeley Blue granite blocks
OGLETHORPE COUNTY:
---------------------------------
Quarry Properties
----------------------
Millstone Quarry	Quarrying of dimensional Millstone Gray
ELBERTON
----------------
Manufacturing Properties
-------------------------------
Southern Mausoleum Plant	Manufacturing of mausoleums
Childs & Childs Plant	Manufacturing of memorials
CANADA
STANSTEAD, QUEBEC:
-------------------------------
Quarry Properties
----------------------
Stanstead Quarry	Quarrying of dimensional Stanstead Gray granite blocks
GUENETTE, QUEBEC:
-----------------------------
Quarry Properties
----------------------
Laurentian Quarry	Quarrying of dimensional Laurentian Rose granite blocks
BEEBE PLAIN, QUEBEC:
---------------------------------
Manufacturing Properties
-------------------------------
Rock of Ages Manufacturing Plant	Manufacturing of memorials
Adru Manufacturing Plant	Manufacturing of memorials
PENNSYLVANIA
ST. PETERS:
----------------
Quarry Properties
-----------------------
American Black Quarry	Quarrying of dimensional American Black granite blocks
Manufacturing Properties
-------------------------------
Saw Plant	Slabbing of granite blocks
NORTH CAROLINA
SALISBURY:
----------------
Quarry Properties
----------------------
Salisbury Pink Quarry	Quarrying of dimensional Salisbury Pink granite blocks
ROCKWELL:
-----------------
Quarry Properties
-----------------------
Gardenia White Quarry	Quarrying of dimensional Gardenia White granite blocks
OKLAHOMA
MILL CREEK:
-------------------
Quarry Properties
----------------------
Autumn Rose Quarry	Quarrying of dimensional Autumn Rose granite blocks
SOUTH CAROLINA
KERSHAW COUNTY:
----------------------------
Quarry Properties
----------------------
Kershaw Quarry	Quarrying of dimensional Kershaw granite blocks
LANCASTER COUNTY:
------------------------------
Quarry Properties
-----------------------
Coral Gray Quarry	Quarrying of dimensional Coral Gray granite blocks

In addition, the Company owns 110 retail sales outlets and 6 associated sand-blasting facilities in the states of Georgia, Iowa, Illinois, Minnesota, Connecticut, Massachusetts, Rhode Island, Nebraska, New Jersey, Pennsylvania, Ohio, South Dakota, Kentucky, Wisconsin and Missouri. In certain cases, the Company leases, under customary lease arrangements, the land or other real estate associated with these outlets and facilities.

The following table sets forth certain information relating to the Company's quarry properties. Each of the quarries listed below: (i) is owned by the Company (other than the Kershaw quarry, which is leased with 38 years remaining on the lease); (ii) is an open-pit quarry; (iii)contains granite that is suitable for extraction as dimension granite for memorial or other use; (iv) is serviced by electricity provided by local utility companies (other than the Bethel quarry which is serviced by internal generators); and (v) has adequate and modern extraction and other equipment. The Company presently has no exploration plans.

QUARRY	APPROXIMATE DATE OF COMMENCEMENT OF OPERATIONS	PRIOR OWNER (DATE ACQUIRED)	MEANS OF ACCESS	TOTAL ORIGINAL COST OF EACH PROPERTY	NET SALEABLE RECOVERABLE RESERVES(1) (CUBIC FEET)	SALEABLE RECOVERABLE RESERVES (YEARS) (2)
-----------------	--------------------	------------------	----------------	--------------------	--------------------	------------------
E. L. Smith	1880	E.L. Smith Quarry Co. (1948)	Paved road	$7,562,676	2,459,534,000	4,918
Adam-Pirie	1880	J.K. Pirie Quarry (1955)	Paved road	$4,211,363	948,886,000	6,559
Bethel	1900	Woodbury Granite Company, Inc. (1957)	Dirt road	$174,024	76,529,000	382
Royalty/Berkeley	1923	Coggins Granite (1991)	Paved road	$2,794,500	6,691,000	67
Millstone	1985	Coggins Granite (1991)	Paved road	$1,195,900	5,599,000	55
Stanstead	1920	Brodies Limited and Stanstead Granite Company (1960)	Paved road	$505,453	32,563,000	216
Laurentian Pink	1944	Brodies Limited (1960)	Paved road	$860,115	3,864,000	51
American Black	1973	Pennsylvania Granite Inc. (1997)	Paved road	$2,900,000	14,615,000	97
Salisbury	1918	Pennsylvania Granite Inc. (1997)	Paved road	$3,886,592	19,344,000	86
Autumn Rose	1969	Autumn Rose Quarry Inc. (1997)	Paved road	$200,000	708,000	21
Kershaw	1955	Pennsylvania Granite Inc. (1997)	Paved road	$200,000	591,000	21
Coral Gray	1955	Pennsylvania Granite Inc. (1997)	Paved road	$200,000	No estimate	No estimate
Gardenia White	1995	J. Greg Faith	Dirt road	$4,633,000	2,602,000	37
		Thomas E. Ebans, Sr.
		David S. Hooker
		William L. Comolli (1998)

(1) Net saleable reserves are based on internal Company estimates, except for reserves for the E.L. Smith, Adam-Pirie and Bethel quarries, which are based on independent assessments by CA Rich Consultants, Inc. and for the Gardenia White quarry, which are based on an independent assessment by Geomapping Associates.

(2) Based on internal Company estimates using current production levels.

The estimates of saleable reserves of Company are based on historical quarry operations, workable reserves in the existing quarries and immediately adjacent areas, current work force sizes and current demand. While quarry operations decrease the granite deposits, the size of the granite deposits in which the Company's quarries are located are large and extend well beyond existing working quarry perimeters. The Company has historically expanded quarry perimeters or opened other quarries in the deposit as necessary to utilize reserves and the Company believes it has adequate acreage for expansions as and when necessary. The Company has no reason to believe that it will deplete its granite reserves at any time in the foreseeable future.

Dimension granite is not considered a valuable mineral or commodity such as gold, nor is it traded on any commodities exchange. The prices charged by the Company to third parties for granite blocks depend on the characteristics such as color of and costs to quarry each granite block. The price per cubic food currently charged by the Company for its granite blocks is generally comparable to other granite suppliers and typically does not exceed $30.

ITEM 3. LEGAL PROCEEDINGS

The Company is a party to legal proceedings that arise from time to time in the ordinary course of its business. While the outcome of these proceedings cannot be predicted with certainty, management does not expect these matters to have a material adverse effect on the Company.

The Company carries insurance with coverages that it believes to be customary in its industry. Although there can be no assurance that such insurance will be sufficient to protect the Company against all contingencies, management believes that its insurance protection is reasonable in view of the nature and scope of the Company's operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of the Company's security holders, through the solicitation of proxies or otherwise, during the fourth quarter of the fiscal year covered by this Annual Report on Form 10-K.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Class A Common Stock is traded on the NASDAQ National Market under the symbol "ROAC." There is currently no established public trading market for the Class B Common Stock. The Class A Common Stock commenced public trading on October 21, 1997. The table below sets forth the quarterly high and low sales quotations for the Class A Common Stock for each full quarterly period during fiscal years 1999 and 2000 compiled from information supplied by NASDAQ. All prices represent inter dealer quotations without retail mark ups, mark downs or commissions, and may not necessarily represent actual transactions.

	1999
	HIGH	LOW
	---------	--------
First Quarter	14 15/16	10 3/8
Second Quarter	12	9 3/4
Third Quarter	11	6 1/16
Fourth Quarter	7 1/8	4 1/4

	2000
	HIGH	LOW
	--------	-------
First Quarter	9 1/2	4 1/4
Second Quarter	5 3/4	4 3/16
Third Quarter	6 1/4	3 19/20
Fourth Quarter	6 1/8	4

As of March 23, 2001, based upon information provided by the Company's transfer agent, there were 278 record holders of Class A Common Stock and 28 record holders of Class B Common Stock, which numbers do not include stockholders who beneficially own shares held in street name by brokers.

The Company has not declared or paid a cash dividend since the Class A Common Stock commenced public trading. The Company does not anticipate paying cash dividends in the foreseeable future, but intends to retain any future earnings for reinvestment in its business. Any future determination to pay cash dividends will be at the discretion of the Board of Directors and will be dependent upon the Company's financial condition, results of operations, capital requirements, contractual restrictions and such other factors as the Board of Directors deems relevant.

RECENT SALES OF UNREGISTERED SECURITIES

The Company made no sales of unregistered securities during fiscal 2000.

ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA

The selected consolidated historical financial data presented below under the captions "Statement of Operations Data" and "Balance Sheet Data" for and as of the end of each years in the five-year period ended December 31, 2000 are derived from the consolidated financial statements of the Company, which financial statements have been audited by KPMG LLP, independent certified public accountants ("KPMG"). The following selected consolidated financial data should be read in conjunction with Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations," and the Consolidated Financial Statements of the Company, including the notes thereto, referred to in Item 8.

	YEAR ENDED DECEMBER 31,
	-------------------------------------------
	1996	1997	1998	1999	2000
	-------	-------	--------	---------	--------
STATEMENT OF OPERATIONS DATA:
Net Revenues:
Quarrying	$12,083	$14,090	$19,225	$22,181	$22,887
Manufacturing	32,586	38,336	44,294	37,414	27,183
Retailing	-	1,781	18,597	36,933	40,622
Total net revenues	44,669	54,207	82,746	96,527	90,693
Gross Profit:
Quarrying	5,158	5,606	8,780	9,973	9,871
Manufacturing	8,248	9,302	10,842	7,791	6,801
Retailing	-	1,198	10,799	19,579	22,389
Total gross profit	13,406	16,106	30,421	37,344	39,061
Selling, general and administrative expenses	9,131	11,036	20,371	32,086	33,164
Income from operations	4,275	5,070	10,049	6,103	5,897
Interest expense	1,723	1,576	511	2,034	2,143
Income before provision for income taxes	2,552	3,494	9,539	3,224	3,754
Provision for income taxes	643	849	2,303	1,395	1,291
Net income before cumulative effect of a change in accounting principle	$1,909	$2,645	$7,236	$1,829	$2,463
Net income per share	$0.55	$0.62	$0.98	$0.22	$0.33
Net income per share assuming dilution	$0.45	$0.53	$0.91	$0.21	$0.33
Weighted average number of shares outstanding	3,500	4,290	7,349	7,509	7,447
Weighted average number of shares outstanding assuming dilution	4,208	4,997	7,984	7,826	7,576

AS OF DECEMBER 31,

------------------------------------

1996 1997 1998 1999 2000

------- -------- -------- ------- -------

BALANCE SHEET DATA:

Cash and cash equivalents $763 $8,637 $4,701 $4,877 $9,501

Working capital 13,286 28,737 26,520 18,386 28,875

Total assets 47,995 93,137 121,893 130,669 135,554

Long-term debt, net of current maturities 13,054 975 12,880 12,620 18,527

Stockholders' equity 17,371 77,844 85,837 86,382 88,720

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

GENERAL

Rock of Ages is an integrated quarrier, manufacturer, distributor and retailer of granite and products manufactured from granite. The quarry division sells granite blocks both to the manufacturing division and to outside manufacturers, as well as to distributors in Europe and Japan. The manufacturing division's principal product is granite memorials used primarily in cemeteries, although it also manufactures some specialized granite products for industrial applications. The retail division primarily sells granite memorials directly to consumers.

In June 1997, the Company acquired the successor to Keystone Memorials, Inc. ("Keystone") and in October 1997, acquired Childs & Childs Granite Company, Inc. ("C&C"), both granite memorial manufacturers in Elberton, Georgia. In connection with the Keystone and C&C acquisitions, the Company also acquired Southern Mausoleums, Inc. (collectively referred to as the "Acquired Manufacturing Operations"). Also in connection with the Keystone and C&C acquisitions, the Company acquired three granite quarrying companies operating quarries located in Georgia, Pennsylvania, North Carolina, South Carolina and Oklahoma. In November 1998, the Company acquired another quarry company (the "White Gardenia Quarry") in North Carolina. In October 1997, the Company acquired the Keith Monument Company and related companies that are engaged in the retail sales of granite memorials to consumers in the State of Kentucky. During the year ended December 31, 1998, the Company acquired 13 more retail monument companies, thereby expanding its retail presence to locations in Georgia, Iowa, Illinois, Minnesota, Nebraska, New Jersey, Pennsylvania, Ohio and South Dakota (the "1998 Retail Acquisitions"). During the year ended December 31, 1999, the Company acquired an additional 13 retail monument companies and in so doing strengthened its existing retail presence in certain states while expanding its retail presence to Connecticut, Rhode Island, Massachusetts and Missouri (the "1999 Retail Acquisitions"). In 2000, the Company acquired 2 memorial retailers in 2 separate and independent transactions, thereby acquiring 3 retail sales outlets in the states of Connecticut and Iowa (the "2000 Acquisitions"). The Company also acquired 16 cemetery properties and 1 memorial retailer located in the state of Kentucky as of January 2, 2001. The Company paid a total aggregate purchase price in the 2000 Acquisitions of approximately $655,000, all of which was paid in cash; and approximately $6.8 for the Kentucky cemeteries and retailer acquired in January 2001, all of which was paid in cash.

In May 1999, the Company sold certain Keystone assets back to the original owners from whom it had purchased them in June 1997 (the "Keystone Sale"). In exchange for these assets, the Company received 263,441 shares of its Class B common stock held by the Keystone owners. These shares were then retired. In connection with this transaction, the Company recognized a loss on disposal of assets of approximately $845,000 or $.11 per diluted share, during the 1999 fiscal year. This nonrecurring charge had no impact on the Company's tax liability or overall cash position.

The Company records revenues from quarrying, manufacturing and retailing. The granite quarried by the Company is sold both to outside customers and used by the Company's manufacturing division. The Company records revenue and gross profit related to the sale of granite sold to an outside customer either when the granite is shipped or when the customer selects and identifies the blocks at the quarry site. The Company does not record a sale, nor does the Company record gross profit, at the time granite is transferred to the Company's manufacturing division. The Company records revenue and gross profit related to internally transferred granite only after the granite is manufactured into a finished product and sold to an outside customer. Manufacturing revenues related to outside customers are recorded when the finished product is shipped from Company facilities. Manufacturing revenues related to internally transferred finished products are recorded when ultimately sold at retail to an outside customer. Retailing revenues are recorded when the finished monument is placed in the cemetery. For a more detailed description of the Company's revenue recognition, please see Footnote 1(n) of the Consolidated Financial Statements.

The following table sets forth certain historical statement of operations data as a percentage of net revenues with the exception of quarrying, manufacturing and retailing gross profit, which are shown as a percentage of quarrying, manufacturing and retailing revenues, respectively.

	YEAR ENDED DECEMBER 31,
	-------------------------------------------
	1998	1999	2000
	---------	---------	--------
STATEMENT OF OPERATIONS DATA:
Net Revenues:
Quarrying	23.2%	23.0%	25.2%
Manufacturing	54.3%	38.8%	30.0%
Retailing	22.5%	38.3%	44.8%
Total net revenues	100.0%	100.0%	1000%
GROSS PROFIT:
Quarrying	45.7%	45.0%	43.1%
Manufacturing	24.1%	20.8%	25.0%
Retailing	58.1%	53.0%	55.1%
Total gross profit	36.7%	38.7%	43.1%
Selling, general & administrative expenses	24.6%	33.2%	36.6%
Income from operations	12.1%	6.3%	6.5%
Interest expense	0.6%	2.1%	2.4%
Income before provision for income taxes	11.5%	3.3%	4.1%
Provision for income taxes	2.8%	1.4%	1.4%
Net income	8.7%	1.9%	2.7%
	=====	=====	======

YEAR ENDED DECEMBER 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 1999

Revenues for the fiscal year ended December 31, 2000 decreased 6.0% to $90.7 million from $96.6 million for the year ended December 31, 1999. Quarrying revenues increased $.7 million, mostly due to a greater percentage of its shipments being made to outside customers. Manufacturing revenues declined $10.2 million, primarily a result of the Keystone Sale and increased shipments to the Company's owned retailers. Retailing revenues increased $3.7 million due to the positive impact of a full year's revenue from the 1998 Retail Acquisitions and revenues generated by the 1999 Retail Acquisitions.

Gross profit dollars for the fiscal year ended December 31, 2000 increased 4.6% to $39.0 million from $37.3 million for the fiscal year ended December 31, 1999. Quarrying gross profit decreased $100,000. The quarrying gross profit percentage decreased to 43.1% in 2000 from 45.0% in 1999, primarily as a result of slightly lower gross profit margin at the Company's Barre and Bethel quarries.

Manufacturing gross profit decreased $1.0 million, which was attributable to lower manufacturing revenues as described above. The manufacturing gross profit increased to 25.0% in 2000 from 20.8% in 1999, as a result of significantly stronger gross profit margins at the Company's Barre, Beebe, and Industrial Products operations.

Retailing gross profit increased $2.8 million in 2000 as a result of owning and operating the 1999 Retail Acquisitions for the full 2000 fiscal year. The retailing gross profit percentage increased from 53.0% to 55.1% primarily due to a slightly stronger performance by the 1998 Retail Acquisitions.

Selling, general and administrative expenses for 2000 increased 3.4% to $33.1 million from $32.1 million. As a percentage of net sales, these expenses for 2000 increased to 36.6% from 33.2%. The absolute increase in selling, general and administrative expenses was primarily caused by the Company's increase in retail sales, which carry substantially higher selling costs than the Company's other sources of revenue; the relative decrease in selling, general and administrative expenses was primarily caused by the Company's ability to begin to leverage its investment in retail as the size of that segment increases.

Interest expense for the fiscal year ended December 31, 2000 increased to $2.1 million from $2.0 million for the fiscal year ended December 31, 1999. This increase was due to higher interest rates during the first half of the year.

Income taxes as a percentage of earnings before taxes decreased to 34.4% in 2000 from 43.3% in 1999. This was primarily the result of the $845,000 loss from the Keystone Sale in 1999 which was not deductible for tax purposes.

YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998.

Revenues for the fiscal year ended December 31, 1999 increased 16.7% to $96.6 million from $82.7 million for the year ended December 31, 1998. Quarrying revenues increased $3.0 million, of which $1.1 million was due to owning and operating the White Gardenia Quarry for the full year and the remaining $1.9 million from stronger sales at existing quarry operations. Manufacturing revenues declined $7.5 million, primarily as a result of the Keystone Sale. Retailing revenues increased $18.4 million due to the positive impact of a full year's revenue from the 1998 Retail Acquisitions and revenues generated by the 1999 Retail Acquisitions.

Gross profit for the fiscal year ended December 31, 1999 increased 22.7% to $37.3 million from $30.4 million for the fiscal year ended December 31, 1998. Quarrying gross profits increased $1.2 million as a result of the increase in quarry sales. The quarrying gross profit percentage decreased to 45.0% in 1999 from 45.7% in 1998.

Manufacturing gross profit decreased $3.1 million, which was attributable to lower manufacturing revenues and inadequate pricing in the Company's monumental operations. The manufacturing gross profit percentage decreased to 20.8% in 1999 from 24.1% in 1998.

Retailing gross profit increased $8.8 million in 1999 as a result of the 1999 Retail Acquisitions and owning and operating the 1998 Retail Acquisitions for the full 1999 fiscal year. However, the retailing gross profit percentage declined from 58.1% to 53.0% due to operating the 1998 Retail Acquisitions during the first quarter of fiscal year 1999, which is historically a poor quarter due to seasonality, and delays in fully implementing the Company's branding strategy and pricing policy at its retail locations. See Item 7 - "Management's Discussion and Analysis of Financial Condition and Results of Operations - Seasonality."

Selling, general and administrative expenses for 1999 increased 57.5% to $31.2 million from $20.4 million. As a percentage of net sales, these expenses for 1999 increased to 33.2% from 24.6%. The absolute increase in selling, general and administrative expenses was primarily caused by the Company's increase in retail sales, which carry substantially higher selling costs than the Company's other sources of revenue; the relative increase in selling, general and administrative expenses was primarily caused by the Company's continued investment in people to support and foster the growth in its retail operations.

Interest expense for the fiscal year ended December 31, 1999 increased to $2.0 million from $.5 million for the fiscal year ended December 31, 1998. This increase was due to increased borrowings by the Company to support its retail acquisition growth strategy.

Income taxes as a percentage of earnings before taxes increased to 43.3% in 1999 from 24.1% in 1998. This was primarily the result of three factors: (1) the $845,000 loss from the Keystone Sale which was not deductible for tax purposes; (2) an increase in the relative effect of state taxes; and (3) an increase in the effect of Canadian taxes due to a relatively high proportion of the Company's profits being generated by its Canadian subsidiary.

YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997.

Revenues for the fiscal year ended December 31, 1998 increased 52.6% to $82.7 million from $54.2 million for the year ended December 31, 1997. Quarrying revenues increased $5.1 million, of which $.7 million was from existing quarry operations and the remaining $4.4 million from Acquired Quarrying Operations, primarily due to strong exports from the Salisbury quarry. Manufacturing revenues increased $6.6 million primarily from the Acquired Manufacturing Operations. Monument manufacturing revenue increases of $1.0 million from existing operations were more than offset by a reduction of $2.7 million in precision products revenues. The Company's Acquired Retailing Operations accounted for the entire increase of $16.8 million in revenues for the retailing segment.

Gross profit for the fiscal year ended December 31, 1998 increased 88.9% to $30.4 million from $16.1 million for the fiscal year ended December 31, 1997. Quarrying gross profit from existing operations increased $1.2 million reflecting increased productivity at all major quarry locations. The Company's Acquired Quarrying Operations reported an increase in gross profit of $2.0 million for a total increase of $3.2 million from quarrying operations. The quarrying gross profit percentage increased to 45.7% in 1998 from 39.8% in 1997.

Manufacturing gross profit increased $1.5 million, which was attributable to the Acquired Manufacturing Operations. Monumental manufacturing gross profit increases of $2.2 million were offset by reductions in precision products gross profit of $.7 million. The manufacturing gross profit percentage decreased from 24.3% in 1997 to 24.1% in 1998 due to a decrease in sales of higher margin precision products.

The Company's Acquired Retailing Operations accounted for all of the 1998 gross profit of $10.8 million as prior to the Keith Monument acquisition in October 1997 the Company had no retailing presence. The gross profit percentage for these operations decreased to 58.1% in 1998 from 67.3% in 1997 principally because 1997 results for these operations reflected the Company's highest margin sales (by Keith Monument) and only for a partial year which did not include the low seasonal first quarter.

Selling, general and administrative expenses for 1998 increased 84.6% to $20.4 million from $11.0 million in 1997. Acquired operations accounted for all of this increase as the existing operations reported a reduction in selling, general and administrative expenses of $.6 million. As a percentage of net sales, these expenses for 1998 increased 24.6% from 20.3% in 1997. This increase is attributable to the introduction of retailing activities, which have a higher level of selling, general and administrative expenses, and the Company's investment in people in anticipation of continued growth.

Interest expense for the fiscal year ended December 31, 1998 decreased to $.5 million from $1.6 million for the fiscal year ended December 31, 1997. This decrease is the result of the reduction of debt levels from the net proceeds of the IPO. Debt levels did increase during the final two quarters of 1998 due to the implementation of the retail acquisition strategy.

Income taxes as a percent of earnings before taxes decreased from 24.3% in 1997 to 24.1% in 1998. The Company's taxable income exceeded alternative minimum tax ("AMT") levels in 1998; however, available AMT credits resulted in the Company's effective tax rate remaining at historical levels.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity. The Company considers its liquidity to be adequate to meet its long and short-term cash requirements. Historically the Company has met these requirements from cash generated by operating activities and periodic borrowings under commercial credit facilities. The Company's recent acquisitions have increased its requirements for external sources of liquidity, and the Company anticipates that this trend will continue as it further implements its growth strategy.

Cash Flow. For 2000, net cash provided by operating activities was $4.7 million. This result was primarily attributable to depreciation, depletion and amortization of $4.7 million, net income of $2.5 million, and a decrease in inventories of $500,000. These were partially offset by an increase in trade receivables of $1.3 million. Net cash used in investing activities was $2.8 million, used primarily for acquisitions and capital expenditures. Net cash provided by financing activities was $2.9 million, most of which was from net borrowings under commercial credit facilities.

Capital Resources. The Company has a credit facility with the CIT Group/Business Credit ("CIT"). The facility consists of an acquisition term loan line of credit of up to $30.0 million and a revolving credit facility of up to another $20.0 million based on eligible accounts receivable and inventory. As of December 31, 2000, the Company had $18.5 million outstanding and $11.5 million available under the term loan line of credit and $10.3 million outstanding and $7.4 million available under the revolving line of credit facility.

The Company has a multi-tiered interest rate structure on its outstanding debt with CIT. As of December 31, 2000, the interest rate structure was as follows:

	Amount	Formula	Effective Rate
Revolving Credit Facility	$3.0 million	LIBOR + 1.75%	8.57%
	7.3 million	Prime - .50%	9.00%
Term Loans	12.0 million	LIBOR +1.75%	8.57%
	6.0 million	Prime - .25%	9.25%
	.5 million	Prime - .50%	9.00%

The Company's primary need for capital will be to maintain and improve its manufacturing, quarrying, and retail facilities and to finance acquisitions as part of its growth strategy. The Company has approximately $3.0 million budgeted for capital expenditures in 2001. The Company believes that the combination of cash flow from operations and its existing credit facilities will be sufficient to fund its operations for at least the next twelve months.

SEASONALITY

Historically, the Company's operations have experienced certain seasonal patterns. Generally the Company's net sales have been highest in the second quarter and lowest in the first quarter of each year due primarily to weather. Cemeteries in northern areas generally do not accept granite memorials during winter months when the ground is frozen because they cannot be properly set. In addition, the Company typically closes certain of its Vermont and Canadian quarries during these months because of increased operating costs attributable to adverse weather conditions. As a result, the Company has historically incurred a net loss during the first three months of each calendar year.

INFLATION

The Company believes that the relatively moderate rates of inflation experienced in recent years have not had a significant effect on its results of operations.

YEAR 2000

The Company did not experience any interruption to its business or operations as a result of the transition to the year 2000. Costs association with year 2000 remediation were not material to the Company's financial position.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company has financial instruments that are subject to interests rate risk, principally debt obligations under its credit facilities. Historically, the Company has not experienced material gains or losses due to interest rate changes. Based on the Company's current variable rate debt obligations, the Company believes its exposure to interest rate risk is not material.

The Company is subject to foreign currency exchange rate risk primarily from the operations of its Canadian subsidiary. Based on the size of this subsidiary and the Company's corresponding exposure to changes in the Canadian/U.S. dollar exchange rate, the Company does not consider its market exposure relating to currency exchange to be material.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

The information required for this item is included in this Annual Report on Form 10-K on Pages i through xxix, inclusive, and is incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS

Certain information concerning directors and executive officers of the Company is set forth below:

NAME OF DIRECTORS AND EXECUTIVE OFFICERS(1)	AGE	POSITIONS WITH THE COMPANY
------------------------------------------------------------------------------------	-------	--------------------------------------------------------
George R. Anderson	61	Director
John L. Forney	39	Director, President and Chief Operating Officer/Memorials Division; Chief Financial Officer, Treasurer
James L. Fox	49	Director
Jon M. Gregory	51	President and Chief Operating Officer/Quarries Division, Director
Richard C. Kimball	59	Chief Strategic and Marketing Officer, Vice Chairman of the Board of Directors
Kurt M. Swenson	56	President and Chief Executive Officer, Chairman of the Board of Directors
Charles M. Waite	68	Director
Frederick E. Webster Jr.	63	Director
------------------------------

(1) Each executive officer serves for a term of one year (and until his successor is chosen and qualified).

George R. Anderson has been a director of the Company since 1984. From 1984 until February 1999, Mr. Anderson was also Chief Financial Officer and Treasurer. Mr. Anderson joined the Company in 1969 as Chief Accountant and subsequently held the position of Controller. He has been a director of the Barre Granite Association and a trustee of the Granite Group Insurance Trust and the Barre Belt Multi-Employer Pension Plan. Mr. Anderson's current term as a director will expire in 2002.

John L. Forney has been President and Chief Operating Officer/Memorials Division since January 2001 and Chief Financial Officer and Treasurer of the Company since February 1999. He has been a director of the Company since February 2001. Prior to assuming these position and since 1996, Mr. Forney was Senior Vice President of Finance at Raymond James & Associates, Inc. From 1994 to 1996, Mr. Forney was a Vice President at Morgan Stanley & Company. Mr. Forney's current term as director will expire in 2002.

James L. Fox has been Executive Vice President and General Manager of First Data Investor Services Group, a division of First Data Corporation, since 1989. Mr. Fox has been a director of the Company since October 1997. Mr. Fox's current term as a director of the Company will expire at the 2001 annual shareholders meeting.

Jon M. Gregory has been President and Chief Operating Officer/Quarries Division of the Company since 1993. Mr. Gregory was elected by the Board of Directors to his current directorship in October 1998. Since joining the Company in 1975, Mr. Gregory has served in various positions including Senior Vice President - Memorials Division, Manager of Manufacturing and line production supervisor. Mr. Gregory's current term as a director will expire in 2003.

Richard C. Kimball has been Chief Strategic and Marketing Officer of the Company since January 2001 and Vice Chairman of the Company's Board of Directors since 1993. From 1993 to January 2001, he was Chief Operating Officer/Wholesale Division. He has been a director of the Company since 1986. Prior to joining the Company, Mr. Kimball served as a director, principal and President of The Bigelow Company, Inc., a strategic planning and investment banking firm from 1972 until 1993. Mr. Kimball's current term as a director will expire in 2003.

Kurt M. Swenson has been President, Chief Executive Officer and Chairman of the Board of Directors of the Company since 1984. Prior to the IPO, Mr. Swenson had been the Chief Executive Officer and a director of Swenson Granite Company, Inc. since 1974, and currently serves as non-officer Chairman of the Board of Swenson Granite Company, LLC, a Delaware limited liability company engaged in the granite curb and landscaping business. He is also a director of the American Monument Association, the National Building Granite Quarries Association and Group Polycor International and its subsidiaries. Mr. Swenson's current term as a director will expire in 2003.

Charles M. Waite has been a director of the Company since 1985. Since 1989, Mr. Waite has been managing partner of Chowning Partners, a financial consulting firm that provides consulting services to New England companies. Mr. Waite's current term as a director will expire at the 2001 annual shareholders meeting.

Frederick E. Webster Jr., Ph.D. has been a Professor of Management at the Amos Tuck School of Business Administration of Dartmouth College since 1965. He is also a management consultant and lecturer. Mr. Webster has been a director of the Company since October 1997. Mr. Webster's current term as a director will expire in 2002.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth information with respect to the Chief Executive Officer of the Company and each of the four other most highly compensated executive officers of the Company (the "Named Executive Officers") for the years ended December 31, 2000, December 31, 1999 and December 31, 1998.

SUMMARY COMPENSATION TABLE
				LONG-TERM
				COMPENSATION
		SALARY	BONUS	SECURITIES	ALL OTHER
NAME AND PRINCIPAL POSITION	YEAR	ANNUAL COMPENSATION		UNDERLYING OPTIONS (#)	COMPENSATION (1)
Kurt M. Swenson	2000	$340,080	$0	- 0 -	$1,200
Chief Executive Officer and Chairman of the Board of Directors	1999	$340,080	$ 0	- 0 -	$1,150
	1998	$310,320	$36,000	- 0 -	$1,150
Richard C. Kimball (2)	2000	$240,000	$0	- 0 -	$1,200
Chief Strategic and Marketing Officer and Vice Chairman of	1999	$240,000	$ 0	25,000	$1,150
the Board of Directors	1998	$210,360	$33,000	- 0 -	$1,150
John L. Forney (3)	2000	$192,000	$0	75,000	$1,200
President and Chief Operating Officer/Memorials Division and	1999	$185,040	$ 0	- 0 -	$1,150
Chief Financial Officer and Treasurer and Director	1998	-	-	-	-
Jon M. Gregory	2000	$192,000	$0	75,000	$1,200
President and Chief Operating Officer/Quarries Division, Director	1999	$185,040	$ 0	- 0 -	$1,150
	1998	$171,920	$22,000	- 0 -	$1,150
John E. Keith (4)	2000	$192,000	$0	75,000	$1,200
Chief Operating Officer/Keith Business Unit	1999	$170,040	$0	- 0 -	$1,150
	1998	$165,000	$17,500	- 0 -	$1,150

(1) In each case, represents a matching contribution under the Company's 401(k) Plan.

(2) Mr. Kimball has been Chief Strategic and Marketing Officer since January 1, 2001.

(3) Mr. Forney has been the President and Chief Operating Officer/Memorials Division of the Company since January 1, 2001.

(4) Mr. Keith served as President/Memorials Division until December 31, 2000 and is currently service as Chief Operating Officer/Keith Business Unit.

STOCK OPTION GRANTS

The following table sets forth information concerning options to purchase Class A Common Stock granted by the Company to Named Executive Officers during the 2000 fiscal year. Except as set forth below, the Company did not grant options to purchase its Class A or Class B Common Stock to any Named Executive Officer.

OPTION GRANTS IN LAST FISCAL YEAR


					Potential Realizable Value
	Number of Securities	Percent of Total Options	Exercise		At Assumed Annual Rates
	Underlying	Granted to Employees	Price	Expiration	of Stock Price Appreciation
Name	Options Granted	in Fiscal year	($/Sh)	Date	for Option Term
					5%($)	10%($)
John L. Forney	75,000 (1)	19%	$4.94	07/20/2004	$79,500	$171,750
John E. Keith	75,000 (1)	19%	$4.94	07/20/2004	$79,500	$171,750

(1) The options vest in 1/3 increments on July 20, 2001, 2002 and 2003, respectively.

The following table sets forth information concerning options to purchase Class A and Class B Common Stock held by the Named Executive Officers. The Class B Common Stock is convertible on a share-for-share basis into Class A Common Stock. The Company has not granted any stock appreciation rights.

AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES


NAME			EXERCISABLE	UNEXERCISABLE	EXERCISABLE	UNEXERCISABLE
	SHARES		NUMBER OF SECURITIES		VALUE OF UNEXERCISED
	ACQUIRED ON	VALUE	UNDERLYING UNEXERCISED		IN-THE-MONEY OPTIONS
	EXERCISE	REALIZED	OPTIONS AT DECEMBER 31, 2000		AT DECEMBER 31, 2000 (1)
Kurt M. Swenson	-	-	5,000	-	$1,900	-
Richard C. Kimball	-	-	15,000 (2)	10,000	$3,800	-
Jon M. Gregory	-	-	50,000	-	$38,000	-
John L. Forney	-	-	-	75,000	-	-
John E. Keith	-	-	-	75,000	-	-

(1) These values are calculated using the $4.50 per share closing price of the Class A Common Stock on the NASDAQ National Market on December 31, 2000.

(2) Includes options to purchase 5,000 shares of Class B Common Stock and 10,000 shares of Class A Common Stock.

PENSION PLANS

The Company maintains a qualified pension plan (the "Pension Plan"), and has entered into non-qualified salary continuation agreements (the "Salary Continuation Agreements") with certain officers of the Company, including the Named Executive Officers listed in the table on the next succeeding page. The Company's Pension Plan is noncontributory and provides benefits based upon length of service and final average earnings. Generally, employees age 21 with one year of continuous service are eligible to participate in the Pension Plan. The annual pension benefits shown for the Pension Plan assume a participant attains age 65 during 2001 and retires immediately. The Employee Retirement Income Security Act of 1974 places limitations on the compensation used to calculate pensions and on pensions which may be paid under federal income tax qualified plans, and some of the amounts shown on the following table may exceed the applicable limitations. Such limitations are not currently applicable to the Salary Continuation Agreements.

The following table shows the total estimated annual retirement benefits payable upon normal retirement under the Pension Plan for the Named Executive Officers at the specified executive remuneration and years of continuous service.

PENSION PLAN TABLE

FINAL AVERAGE
COMPENSATION	15 YEARS	20 YEARS	25 YEARS	30 YEARS	35 YEARS
$125,000	$39,098	$52,078	$65,097	$78,117	$78,117
$150,000	$47,308	$63,078	$78,847	$94,617	$94,617
$175,000	$55,558	$74,078	$92,597	$111,117	$111,117
$200,000	$63,808	$85,078	$106,347	$127,617	$127,617
$225,000	$72,058	$96,078	$120,097	$144,117	$144,117
$250,000	$80,308	$107,078	$133,847	$160,617	$160,617
$275,000	$88,558	$118,078	$147,597	$177,117	$177,117
$300,000	$96,808	$129,078	$161,347	$193,617	$193,617
$325,000	$105,058	$140,078	$175,097	$210,117	$210,117
$350,000	$113,308	$151,078	$188,847	$226,617	$226,617

These calculations are based on the retirement formula in effect as of December 31, 2000, which provides an annual life annuity at age 65 equal to 1.8% of a participant's final five-year average compensation (excluding bonus) plus .4% of a participant's final five-year average compensation in excess of social security covered compensation times years of service to a maximum of 30 years. Estimated years of continuous service for each of the Named Executive Officers, as of December 31, 2000 and rounded to the full year, are: Mr. Forney, 2 years; Mr. Gregory, 25 years; Mr. Kimball, 8 years; and Mr. Swenson, 27 years.

In addition, the Company's Salary Continuation Agreements provide for supplemental pension benefits to certain officers of the Company, including the Named Executive Officers listed in the table below. The following table sets forth the supplemental pension benefits for the specified Named Executive Officers under their respective Salary Continuation Agreements.

			ANNUAL
		TOTAL YEARS	RETIREMENT
	ANNUAL BASE	OF SERVICE	BENEFIT
NAME	COMPENSATION	AT AGE 65	AT AGE 65
R. Kimball	$240,000	12	28,800
K. Swenson	$340,080	26	97,263
J. Gregory	$192,000	39	44,928

These calculations are based on individual Salary Continuation Agreements, which provide a 100% joint and survivor annuity at age 65 equal to a percentage, ranging from .6% to 1.1%, of a participant's highest annual base compensation times full years of service. The percentage range has been determined by the Board of Directors. There are no compensation increases assumed in these calculations.

COMPENSATION OF DIRECTORS

Directors who are not also officers of the Company are paid annual directors' retainers of $10,000 and $500 for each meeting of the Board, including committee meetings. Directors are also eligible for stock option grants under the Company's Amended and Restated 1994 Stock Plan.

EMPLOYMENT AGREEMENTS

The Company has an employment agreement with Kurt M. Swenson (the "Swenson Employment Agreement") for retention of his services as President and Chief Executive Officer of the Company. The term of the Swenson Employment Agreement commenced on October 24, 1997, the date of consummation of the IPO (the "Commencement Date"), and continues until the fifth anniversary thereof, provided that on the third and each subsequent anniversary of the Commencement Date such term will automatically be extended for one additional year, unless, not later than ninety days prior to the expiration of the term, the Company or Mr. Swenson gives notice that the term will not be extended. The Swenson Employment Agreement provides for continued payment of salary and benefits over the remainder of the term if Mr. Swenson's employment is terminated by the Company without Cause (as defined in the Swenson Employment Agreement) or as a result of death or disability or by Mr. Swenson for Good Reason (as defined in the Swenson

Employment Agreement). The Swenson Employment Agreement also provides for a lump sum payment to Mr. Swenson equal to the sum of (i) accrued but unpaid salary, and a prorated bonus amount equal to the greater of the largest annual bonus paid to Mr. Swenson during the prior three years and the annual bonus payable in respect of the most recently completed fiscal year (the "Highest Annual Bonus"), through the date of termination and (ii) three times the sum of (A) his then annual salary and (B) Highest Annual Bonus, and for continuation of benefits for three years, if Mr. Swenson's employment is terminated by the Company (other than for Cause, death or disability) during the twelve-month period following, or prior to but in connection with, or by Mr. Swenson during the twelve-month period following, a Change in Control (as defined in the Swenson Employment Agreement). In the event of a termination related to a Change in Control, Mr. Swenson may elect in lieu of the lump sum payment described above, to receive in a lump sum or over the then remaining term of the Swenson Employment Agreement, an amount equal to the total amount he would have been entitled to receive if his employment had been terminated by the Company without Cause or by Mr. Swenson for Good Reason. If any payment or distribution by the Company to or for the benefit of Mr. Swenson under the Swenson Employment Agreement would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by Mr. Swenson with respect to such excise tax, then Mr. Swenson will generally be entitled to receive an additional payment such that after payment by Mr. Swenson of all taxes, Mr. Swenson retains an amount of the additional payment equal to the excise tax imposed.

The Company also has employment with each of the other Named Executive Officers (such employment agreements being referred to collectively as the "Other Employment Agreements"), each of which provides for an initial five-year employment term commencing on October 24, 1997, with the exception of the Company's agreement with John L. Forney, which has a five-year term commencing on January 22, 1999. In addition, Mr. Keith's original employment agreement has been amended and restated to extend his term of employment to December 31, 2004. The Other Employment Agreements provide for benefits of the type generally provided to key executives of the Company, and for continued payment of salary and benefits over the remainder of the term if the employee's employment is terminated by the Company without Cause (as defined in the Other Employment Agreements). The Other Employment Agreements or related undertakings generally prohibit the employee from competing with the Company during the term of employment and for two years thereafter, and contain customary confidentiality provisions in favor of the Company.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 23, 2001, certain information with respect to the beneficial ownership of the Common Stock by each (i) director, (ii) executive officer and (iii) beneficial owner of more than 5% of either class of the outstanding Common Stock known to the Company, based on Securities and Exchange Commission filings and other available information and (iv) by all directors and executive officers of the Company as a group. The Class B Common Stock is convertible on a share-for-share basis into Class A Common Stock. The Class B Common Stock is entitled to ten votes per share and the Class A Common Stock is entitled to one vote per share. Unless otherwise indicated, each person has sole voting and investment power with respect to the shares listed opposite such person's name.

		PERCENT OF		PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER (1)	NUMBER	CLASS	NUMBER (2)	CLASS (2)
	SHARES OF CLASS B		SHARES OF CLASS A
	COMMON STOCK		COMMON STOCK
	BENEFICIALLY OWNED		BENEFICIALLY OWNED
Wellington Management Company, LLP (3)
75 State Street
Boston, MA 02109	-	-	808,000	17.0%
Douglas M. Schair (4)
PO Box 402
Portland, ME 04112	-	-	385,173	8.1%
Dimensional Fund Advisors (5)
1299 Ocean Avenue, 11^th Floor
Santa Monica, CA 90401	-	-	333,700	7.0%
Kurt M. Swenson (6) **	1,005,000	35.7%	1,135,000	19.7%
Kevin C. Swenson (7)	1,023,489	36.3%	1,023,489	17.7%
Robert L. Pope	161,375	5.7%	161,375	3.3%
Richard C. Kimball (8) **	34,126	1.2%	130,426	2.7%
John E. Keith**	-	-	40,540	*
George R. Anderson (9) **	25,000	*	75,000	1.6%
Jon M. Gregory (10) **	40,000	1.4%	79,126	1.7%
Charles M. Waite**	29,126	1.0%	30,000	*
James L. Fox **	-	-	2,618	*
John L. Forney **	-	-	-	-
Frederick E. Webster Jr. **	-	-	-	-
All directors and executive officers as a group (9 persons)	1,133,252	40.2%	1,492,710	25.4%
7

**Executive Officer and/or Director

* Less than 1%

(1) The business address of each director and executive officer of the Company is c/o Rock of Ages Corporation, 772 Graniteville Road, Graniteville, Vermont 05654.

(2) For each beneficial owner (and directors and executive officers as a group), (i) the number of shares of Class A Common Stock listed includes (or is comprised solely of) a number of shares equal to the number of shares of Class B Common Stock, if any, listed as beneficially owned by such beneficial owner(s) and (ii) the percentage of Class A Common Stock listed assumes the conversion on March 23, 2001 of all shares of Class B Common Stock, if any, listed as beneficially owned by such beneficial owner(s) into Class A Common Stock and also that no other shares of Class B Common Stock beneficially owned by others are so converted.

(3) According to a Schedule 13G dated February 13, 2001, Wellington Management Company, LLP, in its capacity as an investment advisor, may be deemed to be the beneficial owner of the listed shares which are held of record its clients.

(4) Based solely on Mr. Schair's Schedule 13D dated December 22, 2000 and information provided by Mr. Schair as of March 9, 2001.

(5) According to a Schedule 13G dated February 2, 2001, Dimensional Fund Advisors Inc., in its capacity as an investment advisor or manager, may be deemed to be the beneficial owner of the listed shares which are held of record by certain investment companies, trusts or other accounts that it advises or manages.

(6) Kurt M. Swenson is the brother of Kevin C. Swenson. Includes 5,000 shares of Class B Common Stock subject to currently exercisable options. Includes 1,000,000 shares of Class B Common Stock and 130,000 shares of Class A Common Stock held by the Kurt M. Swenson Revocable Trust of 2000. Kurt M. Swenson, as the sole trustee of the Kurt M. Swenson Revocable Trust of 2000, beneficially owns such shares.

(7) Kevin C. Swenson is the brother of Kurt M. Swenson.

(8) Includes 10,000 shares of Class A Common Stock subject to currently exerciseable options and 5,000 shares of Class B Common Stock subject to currently exerciseable options.

(9) All 25,000 shares of Class B Common Stock listed are subject to currently exercisable stock options.

(10) All 40,000 shares of Class B Common Stock listed are subject to currently exercisable stock options.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In connection with and prior to its initial public offering in 1997, the Company effected a reorganization whereby, among other things, the Company's then parent corporation Swenson Granite Company, Inc. ("Swenson Granite") was merged with and into the Company, with the Company as the surviving corporation, and, immediately prior to such merger, Swenson Granite distributed its curb and landscaping business to its stockholders through a pro rata distribution of all of the member interests in a newly formed limited liability company named Swenson Granite Company LLC ("Swenson LLC"). Kurt M. Swenson, the Company's Chairman, President and Chief Executive Officer, and his brother Kevin C. Swenson, each own approximately 30.3% of Swenson Granite LLC. Certain other executive officers and directors of the Company collectively own approximately 9% of Swenson LLC. Kurt M. Swenson serves as a non-officer Chairman of the Board of Swenson LLC, but has no involvement with its day-to-day operations. Robert Pope, a holder of more than 5% of the Class B Common Stock, is the President and Chief Executive Officer, and owns approximately 5% of Swenson LLC. Neither Kurt M. Swenson nor any other officer of the Company receives salary, bonus, expenses or other compensation from Swenson LLC, except for any pro rata share of earnings attributable to their ownership interest in Swenson LLC.

Swenson LLC owns two granite quarries, one in Concord, New Hampshire and another in Woodbury, Vermont. Both have been owned by Swenson LLC (or its predecessor Swenson Granite) for more than 40 years. Because of the proximity of the Woodbury quarry to Barre, Vermont, the Company provides, and may continue to provide, certain maintenance services and parts to the Woodbury quarry and is reimbursed for the cost of such services. During 2000, the Company received approximately $127,000 for such maintenance service and parts. Both the Company and Swenson LLC have the right to terminate these services at any time and the Company has no obligation to purchase or continue to purchase Woodbury granite from Swenson LLC. The Company also purchases Concord blocks from Swenson LLC at market prices. The Company's purchases of granite provided by Swenson LLC in 2000 were approximately $55,000 . Swenson also purchases granite blocks and slabs from the Company. Such purchases amounted to approximately $40,000 in 2000. The Company believes these arrangements with Swenson LLC are as favorable, or more favorable, to the Company than would be available from an unrelated party for comparable granite blocks.

In connection with the acquisition of Keith Monument in 1997, the Company entered into a five-year triple-net lease agreement with John E. Keith, who was an executive officer of the Company during fiscal 2000, for office buildings and retail locations. The lease provides for, and in 2000 the Company paid, annual rental payments of $190,846.

In February and April 2000 the Company loaned $130,000 to Richard C. Kimball and $143,186 to Jon M. Gregory, in connection with the exercise of certain stock options by them. Mr. Kimball and Mr. Gregory are both directors and executive officers of the Company. The purpose of the loans was to assist Mr. Kimball and Mr. Gregory in paying certain taxes incurred in connection with the exercise of Company stock options and the resulting Alternative Minimum Tax imposed on the unrealized gain on the transactions. The loans are each evidenced by a demand promissory note and are secured by a pledge of the shares acquired in the option exercises. The notes are payable on demand and provide for annual interest of 5.88% on the outstanding principal balance. As of March 26, 2001, $130,000 remained outstanding on the loan to Mr. Kimball and $74,543 remained outstanding on the loan to Mr. Gregory.

On September 22, 2000, the Company repurchased 30,000 shares of Class B Common Stock from Mark A. Gherardi, a Senior Vice President of the Company, in connection with Mr. Gherardi's resignation from the Company. The purchase price for the shares was $5.9375 per share, the closing bid price of the Company's Common Stock on the date prior to the repurchase, for a total purchase price of $178,125.

On January 3, 2001, the Company acquired 16 cemeteries and one granite memorial retailer in Kentucky owned by the Loewen Group, Inc. ("Loewen") for $6.8 million. The Company acquired the cemeteries from Loewen as the designee of Keith & Keith Enterprises, LLC ("Keith"), a limited liability company owned by John E. Keith and Roy H. Keith Jr. John Keith is currently the Chief Operating Officer of Keith Monument Company LLC and Rock of Ages Kentucky Cemeteries LLC, both wholly owned subsidiaries of the Company. Roy Keith Jr. is a Vice President of Keith Monument Company LLC and Rock of Ages Kentucky Cemeteries LLC. Keith was the successful bidder in a bankruptcy auction of the combined package of 31 funeral homes and 19 cemeteries in Kentucky owned by Loewen. The Company agreed to purchase 16 of the cemetery properties and 1 memorial retailer which were a part of the combined package. The purchase price of $6.8 million paid by the Company was the result of arms-length negotiations with Keith and the transaction was approved by the Company's nonemployee directors. In connection with the transaction, John Keith entered into an amended and restated employment agreement with the Company, pursuant to which he receives $182,500 in annual base salary and a bonus based on the annual EBIT of combined cemetery and memorial sales operations in Kentucky and Southern Illinois. In addition, Keith agreed to extend the term of his employment agreement to December 31, 2004.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) The following documents are filed as part of or are included in this Annual Report on Form 10-K and are incorporated herein by reference:

1. The financial statements listed in the Index to Consolidated Financial Statements and Financial Statement Schedule, filed as part of this Annual Report on Form 10-K.

2. The financial statement schedule listed in the Index to Consolidated Financial Statements and Financial Statement Schedule, filed as part of this Annual Report on Form 10-K.

3. The exhibits listed in the Exhibit Index filed as part of this Annual Report on Form 10-K.

(b) Reports on Form 8-K: No reports on Form 8-K were filed by the Company during the last quarter of the fiscal year ended December 31, 2000.

ROCK OF AGES CORPORATION AND SUBSIDIARIES

Consolidated Financial Statements

December 31, 2000, 1999 and 1998

(With Independent Auditors' Report Thereon)

ROCK OF AGES CORPORATION AND SUBSIDIARIES

Table of Contents
	PAGE
Independent Auditors' Report	i
Consolidated Balance Sheets	ii
Consolidated Statements of Operations	iv
Consolidated Statements of Stockholders' Equity and Comprehensive Income	v
Consolidated Statements of Cash Flows	vi
Notes to Consolidated Financial Statements	viii
Supplementary Information:
Independent Auditors' Report on Supplementary Information	xxviii
Schedule II - Valuation and Qualifying Accounts and Reserves	xxix

INDEPENDENT AUDITORS' REPORT

The Board of Directors of Rock of Ages Corporation and Subsidiaries:

We have audited the accompanying consolidated balance sheets of Rock of Ages Corporation and Subsidiaries as of December 31, 2000 and 1999 and the related consolidated statements of operations, stockholders' equity and comprehensive income and cash flows for each of the years in the three-year period ended December 31, 2000. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Rock of Ages Corporation and Subsidiaries as of December 31, 2000 and 1999, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States.

As discussed in Note 1 to the financial statements, the Company adopted the provisions of Statement of Position 98-5, "Reporting the Costs of Start-Up Activities," in 1999.

KMPG LLP

/s/ KPMG LLP

March 2, 2001

Boston, Massachusetts

ROCK OF AGES CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2000 and 1999

ASSETS (note 6)	2000	1999
	--------	--------
Current assets:
Cash and cash equivalents	$9,501,365	$4,877,214
Trade receivables, less allowance for doubtful accounts of $1,303,054 in 2000 and $1,826,150 in 1999 (note 5)	15,486,560	14,127,848
Due from affiliates (note 11)	147,429	95,289
Inventories (notes 2 and 5)	22,910,377	23,291,807
Income taxes receivable	521,259	-
Deferred tax assets (note 8)	576,000	585,000
Other current assets	2,865,856	2,250,659
	--------------	--------------
Total current assets	52,008,936	45,227,817
Property, plant and equipment:
Granite reserves and development costs	16,570,984	16,549,564
Land	7,260,436	6,989,004
Buildings and land improvements	16,925,559	15,905,426
Machinery and equipment	32,045,754	34,564,968
Furniture and fixtures	1,544,710	1,150,355
Construction-in-process	203,717	156,937
	-----------------	--------------
	74,551,160	75,316,254
Less accumulated depreciation, depletion and amortization	30,104,619	30,537,131
	----------------	---------------
Net property, plant and equipment	44,446,541	44,779,123
	---------------	------------
Other assets:
Cash surrender value of life insurance, net loans of $95,412 in 2000 and 1999	1,599,487	1,525,132
Intangibles, less accumulated amortization of $3,326,578 in 2000 and $1,914,343 in 1999 (note 3)	36,083,403	37,786,935
Debt issuance costs, less accumulated amortization of $133,094 in 2000 and $90,469 in 1999	92,951	135,676
Due from affiliates (note 11)	219,874	-
Deferred tax assets (note 8)	-	292,377
Intangible pension asset (note 9)	119,483	-
Other	982,883	922,279
	---------------	---------------
Total other assets	39,098,081	40,662,399
	---------------	---------------
Total assets	$135,553,558	$130,669,339
	===========	==========

See accompanying notes to consolidated financial statements

ROCK OF AGES CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2000 and 1999

LIABILITIES AND STOCKHOLDERS' EQUITY	2000	1999
	--------------	------------
Current liabilities:
Borrowings under lines of credit (note 5)	$10,340,260	$13,619,846
Current installments of long-term debt	791,697	616,118
Deferred compensation payable (note 9)	163,907	163,907
Trade payables	1,687,420	1,991,930
Accrued expenses	3,429,512	2,404,988
Income taxes payable	-	843,780
Customer deposits	6,720,982	7,201,254
	---------------	---------------
Total current liabilities	23,133,778	26,841,823
Long-term debt, excluding current installments (note 6)	18,527,340	12,620,306
Deferred compensation (note 9)	3,381,305	3,494,136
Deferred tax liability (note 8)	151,000	-
Accrued pension cost (note 9)	438,597	501,190
Accrued post-retirement benefit cost (note 9)	705,537	634,805
Other	496,476	195,417
	----------------	---------------
Total liabilities	46,834,033	44,287,677
Commitments (note 4)
Stockholders' equity (note 10):
Preferred stock - $.01 par value;
2,500,000 shares authorized
No shares issued and outstanding
Common stock - Class A, $.01 par value; 30,000,000 shares authorized;
4,665,219 shares issued and outstanding in 2000
and 4,328,171 in 1999	46,652	43,282
Common stock - Class B, $.01 par value;
15,000,000 shares authorized;
2,826, 438 shares issued and outstanding in
2000 and 3,115,746 shares in 1999, convertible
into equivalent shares of Class A common stock	28,264	31,157
Additional paid-in capital	67,996,227	67,909,375
Retained earnings	21,040,703	18,577,207
Accumulated other comprehensive income	(392,321)	(179,359)
	----------------	---------------
	88,719,525	86,381,662
	-----------------	---------------
Total liabilities and stockholders' equity	$135,553,558	$130,669,339
	===========	===========

iii

ROCK OF AGES CORPORATION AND SUBSIDIARIES

Consolidated Statements of Operations

Years ended December 31, 2000, 1999 and 1998

	2000	1999	1998
	-----------	------------	-----------
Net revenues:
Quarrying	$22,886,916	$22,180,179	$19,224,906
Manufacturing	27,183,417	37,414,503	44,923,942
Retailing	40,622,169	36,932,655	18,596,932
	----------------	---------------	---------------
Total net revenues	90,692,502	96,527,337	82,745,780
	--------------	--------------	---------------
Cost of revenues:
Quarrying	13,015,779	12,206,442	10,445,029
Manufacturing	20,382,475	29,623,521	34,081,672
Retailing	18,233,141	17,353,072	7,798,111
	--------------	---------------	-------------
Total cost of revenues	51,631, 395	59,183,035	53,324,812
	----------------	---------------	---------------
Gross profit:
Quarrying	9,871,137	9,973,737	8,779,877
Manufacturing	6,800,942	7,790,982	10,842,270
Retailing	22,389,028	19,579,583	10,798,821
	----------------	---------------	---------------
Total gross profit	39,061,107	37,344,302	30,420,968
Selling, general and administrative expenses	33,163,621	32,086,245	20,371,776
	--------------	---------------	---------------
Income from operations	5,897,486	5,258,057	10,049,192
Interest expense	2,143,226	2,034,129	510,341
	--------------	---------------	---------------
Income before provision for income taxes and cumulative effect of a change in accounting principle	3,754,260	3,223,928	9,538,851
Provision for income taxes (note 8)	1,290,764	1,394,846	2,302,824
	---------------	---------------	---------------
Net income before cumulative effect of a change in accounting principle	2,463,496	1,829,082	7,236,027
Cumulative effect in prior years of a change in accounting principle (net of tax benefit of $47,559) (note 17)	-	(149,781)	-
	--------------	---------------	--------------
Net income	$2,463,496	$1,679,301	$7,236,027
	==========	=========	========
Net income per share - basic:
Net income before cumulative effect of a change in accounting principle	$0.33	$0.24	$0.98
Cumulative effect in prior year of a change in accounting principle (net of tax benefit of $47,559)	-	(0.02)	-
	---------------	---------------	--------------
Net income per share	$0.33	$0.22	$0.98
	==========	=========	========
Net income per share - diluted:
Net income before cumulative effect of a change in accounting principle	$0.33	$0.23	$0.91
Cumulative effect in prior year of a change in accounting principle (net of tax benefit of $47,559)	-	(0.02)	-
	---------------	-------------	--------------
Net income per share	$0.33	$0.21	$0.91
	=========	========	========
Weighted average number of common shares outstanding - basic	7,447,460	7,509,241	7,349,371
Weighted average number of common shares outstanding - diluted	7,575,839	7,825,589	7,984,094

See accompanying notes to consolidated financial statements

ROCK OF AGES CORPORATION AND SUBSIDIARIES

Consolidated Statements of Stockholders' Equity and Comprehensive Income

Years ended December 31, 2000, 1999 and 1998

	NUMBER OF SHARES
	ISSUED AND OUTSTANDING
	CLASS A	CLASS B					ACCUMULATED
	COMMON	COMMON	CLASS A	CLASS B	ADDITIONAL		OTHER	TOTAL
	STOCK	STOCK	COMMON	COMMON	PAID-IN	RETAINED	COMPREHENSIVE	STOCKHOLDERS'
	(SHARES)	(SHARES)	STOCK	STOCK	CAPITAL	EARNINGS	INCOME	EQUITY
	---------------	----------------	--------------	------------	--------------	----------------	----------------	--------------
Balance at December 31, 1997	3,800,641	3,487, 957	$38,007	$34,879	$68,277,394	$9,661,879	$(168,247)	$77,843,912
Comprehensive income:
Net income	-	-	-	-	-	7,236,027	-	7,236,027
Cumulative translation adjustment	-	-	-	-	-	-	(286,259)	(286,259)
Minimum liability adjustment	-	-	-	-	-	-	(30,742)	(30,742)
								-----------
Total comprehensive income								6,919,026
								-----------
Conversion of common stock	5,000	(5,000)	50	(50)	-	-	-	-
Exercise of options	-	2,000	-	20	7,460	-	-	7,480
Purchase of options	-	-	-	-	(381,200)	-	-	(381,200)
Acquisitions (note 16)	90,537	-	905	-	1,446,571			1,447,476
	-----------	-------------	-------------	------------	-------------	-----------	-----------	--------------
Balance at December 31, 1998	3,896,178	3,484,957	38,962	34,849	69,350,225	16,897,906	(485,248)	85,836,694
Comprehensive income:
Net income	-	-	-	-	-	1,679,301	-	1,679,301
Cumulative translation adjustment	-	-	-	-	-	-	305,889	305,889
								--------------
Total comprehensive income								1,985,190
								--------------
Retirement of stock	(1,000)	-	(10)	-	-	-	-	(10)
Conversion of common stock	380,370	(380,370)	3,804	(3,804)	-	-	-	-
Exercise of options	-	274,600	-	2,746	716,117	-	-	718,863
Repurchase of stock (note 16)	-	(263,441)	-	(2,634)	(2,796,427)	-	-	(2,799,061)
Acquisitions (note 15)	52,623	-	526	-	639,460	-	-	639,986
	------------	------------	------------	------------	-------------	------------	------------	-------------
Balance at December 31, 1999	4,328,171	3,115,746	$43,282	$31,157	$67,909,375	$18,577,207	$(179,359)	$86,381,662
Comprehensive income:
Net income	-	-	-	-	-	2,463,496	-	2,463,496
Cumulative translation adjustment	-	-	-	-	-	-	(212,962)	(212,962)
								--------------
Total comprehensive income								2,250,534
								-------------
Conversion of common stock	343,626	(343,626)	3,436	(3,436)	-	-	-	-
Exercise of options	-	84,318	-	843	303,257	-	-	304,100
Repurchase of stock	(6,578)	(30,000)	(66)	(300)	(216,405)	-	-	(216,771)
	------------	------------ -	------------	------------	--------------	-------------	------------	--------------
Balance at December 31, 2000	4,665,219	2,826,438	$46,652	$28,264	$67,996,227	$21,040,703	$(392,321)	$88,719,525
	========	========	========	========	==========	=========	========	========

See accompanying notes to consolidated financial statements.

ROCK OF AGES CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Years ended December 31, 2000, 1999 and 1998

	2000	1999	1998
	----------------	--------------	----------------
Cash flows from operating activities:
Net income	$2,463,946	$1,679,301	$7,236,027
Adjustments to reconcile net cash provided by operating activities:
Depreciation, depletion and amortization	4,670,803	4,010,012	3,308,377
Write down of goodwill	382,864	-	-
Increase in cash surrender value of life insurance	(74,355)	(78,076)	(149,685)
Loss on sale of property, plant and equipment	172,198	842,030	34,078
Cumulative effect of a change in accounting principle	-	149,781	-
Deferred taxes	452,377	2,709	207,044
Changes in operating assets and liabilities:
Decrease (increase) in trade receivables	(1,353,744)	400,648	538,321
Increase in due to/from related parties	(272,014)	(99,701)	(31,030)
Decrease (increase) in inventories	494,930	1,671,371	(3,996,110)
Decrease (increase) in other current assets	(600,559)	(613,993)	241,015
Decrease (increase) in intangible pension asset	(119,483)	218,888	(24,852)
Decrease in other assets	(58,603)	59,413	26,462
Decrease in trade payables	(348,629)	(987,382)	(716,437)
Increase (decrease) in accrued expenses	1,014,791	(1,196,545)	(607,247)
Increase (decrease) in income taxes payable/receivable	(1,365,039)	1,482,531	(941,723)
Increase (decrease) in customer deposits	(552,117)	1,241,789	(1,090,054)
Decrease in deferred compensation	(112,831)	(33,856)	(29,398)
Decrease in deferred income	-	(124,386)	(400,000)
Increase (decrease) in accrued pension cost	(62,593)	467,098	34,092
Increase in accrued post-retirement benefit cost	70,732	65,160	42,131
Increase (decrease) in other liabilities	(118,941)	417	-
	-----------	--------------	-------------
Net cash provided by operating activities	4,683,283	9,157,209	3,681,011
	------------	--------------	-------------
Cash flows from investing activities:
Purchases of property, plant and equipment	(2,884,389)	(3,559,510)	(3,462,286)
Proceeds from sale of assets	884,586	137,451	40,725
Decrease (increase) in other investments	-	342,551	(12,424)
Acquisitions, net of cash acquired	(655,081)	(12,919,177)	(20,451,341)
Increase in intangible assets	(152,164)	-	-
Cash included in sale of subsidiary	-	(250,000)	-
	-----------	---------------	------------
Net cash used in investing activities	(2,807,048)	(16,248,685)	(23,885,326)
	------------	--------------	--------------
Cash flows from financing activities:
Net borrowings (repayments) under lines of credit	(3,279,586)	6,933,190	5,358,176
Decrease (increase) in debt issuance costs	-	11,796	(147,398)
Increase in organization costs	-	-	(9,717)
Proceeds from long-term debt	6,500,000	-	12,000,000
Principal payments on long-term debt	(417,387)	(608,216)	(327,016)
Net stock option transactions	87,330	718,853	(373,720)
	-------------	--------------	--------------
Net cash provided by financing activities	2,890,357	7,055,623	16,500,325
	--------------	-------------	--------------
Effect of exchange rate changes on cash	(142,441)	211,899	(231,702)
	-------------	-------------	------------
Net increase (decrease) in cash and cash equivalents	4,624,151	176,046	(3,935,692)
Cash and cash equivalents, beginning of year	4,877,214	4,701,168	8,636,860
	--------------	-------------	-------------
Cash and cash equivalents, end of year	$9,501,365	$4,877,214	$4,701,168
	=========	========	========

See accompanying notes to consolidated financial statements

ROCK OF AGES CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

	2000	1999	1998
	------------	------------	------------
Supplemental cash flow information:
Cash paid during the year for:
Interest	$2,143,226	$2,112,113	$432,257
Income taxes	2,209,383	(88,691)	3,096,086

Supplemental non-cash investing and financing activities:

During 2000 the Company increased intangibles and other long-term liabilities for $420,000 of covenants- not- to- compete.

On May 28, 1999 the Company exchanged all of the outstanding shares of Keystone Memorial, Inc., a newly formed subsidiary, containing land, buildings and equipment of $2,318,292, inventory of $1,750,000, deferred tax liabilities of $417,564, prepaids of $9,351, intangibles of $47,974 and cash of $250,000 for shares valued at $2,799,061 and a note receivable with a net present value of $399,538. See Note 16 for further discussion.

See Note 15 for non-cash activities relating to the acquisitions.

During 1998 the Company adjusted goodwill and income tax payable for the 1997 acquisitions in the amount of $163,439 upon filing of final tax returns.

	2000	1999	1998
	------------	--------------	---------------
Acquisitions:
Assets acquired	$780,777	$15,364,803	$29,187,584
Liabilities assumed and issued	(125,696)	(1,638,803)	(6,664,933)
Common stock issued	-	(639,986)	(1,447,476)
	-------------	---------------	-----------------
Cash paid	655,081	13,086,014	21,075,175
Costs related to 1998 acquisitions	-	336,976	-
Less cash acquired	-	(503,813)	(623,834)
	-------------	---------------	--------------
Net cash paid for acquisitions	$655,081	$12,919,177	$20,451,341
	=========	==========	=========

See accompanying notes to consolidated financial statements.

vii

ROCK OF AGES CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2000, 1999 and 1998

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Rock of Ages Corporation and Subsidiaries (the "Company") is an integrated quarrier, manufacturer, wholesaler and retailer of granite and products manufactured from granite.

(a) PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

(b) CASH AND CASH EQUIVALENTS

For purposes of the statement of cash flows, the Company considers all highly liquidated investments purchased with a maturity of three months or less to be cash equivalents.

(c) INVENTORIES

Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out (FIFO) method.

(d) DEPRECIATION, DEPLETION AND AMORTIZATION

Property, plant and equipment are stated at cost. Depreciation is calculated using the straight-line and declining balance methods, based upon the following estimated useful lives:

Buildings and land improvements	5 to 40 years
Machinery and equipment	3 to 20 years
Furniture and fixtures	5 to 12 years

Depreciation expense amounted to $3,174,615, $2,658,965 and $2,547,300 in 2000, 1999 and 1998, respectively, which includes depreciation related to equipment under capital leases.

Cost depletion and amortization of granite reserves and development costs are provided by charges to operations based on cubic feet produced in relation to estimated reserves of the property. Cost depletion and amortization charged to operations amounted to $41,228, $160,109 and $58,080 in 2000, 1999 and 1998, respectively.

(e) INTANGIBLES

Intangibles consist of names and reputations, covenants not to compete, trademarks and other. Names and reputations, also called goodwill, is recorded as a result of acquisitions, and is equal to the purchase price of the acquisition less the value of net assets acquired. The Company amortizes goodwill over 40 years using the straight-line method. Covenants not to compete, which are also recorded as a result of acquisitions, are being amortized over the length of the respective agreements. The Company assesses the recoverability of goodwill by determining whether the amortization over its remaining life can be recovered through undiscounted future operating cash flows of the acquired operations. The amount of impairment, if any, is measured based on discounted projected future operating cash flows using a discount rate reflecting the Company's average cost of funds. The assessment of the recoverability of goodwill will be impacted if estimated future operating cash flows are not achieved.

viii

ROCK OF AGES CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2000, 1999 and 1998

(f) DEBT ISSUANCE COSTS

The Company amortizes debt issuance costs using the straight-line method over the term of the related borrowing. Amortization expense was $42,725, $48,023 and $34,595 in 2000, 1999 and 1998, respectively.

(g) ORGANIZATION COSTS

The Company adopted "Statement of Position (SOP) 98-5, Reporting on the Costs of Start-Up Activities" as of January 1, 1999. The SOP requires the costs of start-up activities, including organization costs to be expensed as incurred. See Note 17 for further discussion.

Organization costs had previously been capitalized and were amortized using the straight-line method over 60 months. Amortization expense amounted to $53,013 in 1998.

(h) FOREIGN CURRENCY TRANSLATION

The Company translates the accounts of its foreign subsidiaries in accordance with Statement of Financial Accounting Standards (SFAS) No. 52, Foreign Currency Translation, under which all assets and liabilities are translated at the rate of exchange in effect at year end. Revenue and expense accounts are translated using weighted average exchange rates in effect during the year. Gains or losses from foreign currency translation are charged to accumulated other comprehensive income which is included in the stockholders' equity in the accompanying consolidated balance sheets.

(i) INCOME TAXES

The Company files its U.S. Federal income tax returns on a consolidated basis. Rock of Ages Canada, Inc., a wholly-owned subsidiary, is responsible for income taxes in Canada.

The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company recognizes the effect on deferred tax assets and liabilities of a change in tax rates in income in the period that includes the enactment date.

The Company is allowed to claim percentage depletion, under IRS Code Section 613, for tax purposes based upon income derived from quarrying operations.

The Company intends to reinvest the unremitted earnings of its non-U.S. subsidiaries and postpone their remittance indefinitely. Accordingly, no provision for U.S. income taxes was required on such earnings during the three years ended December 31, 2000.

(j) STOCK-BASED EMPLOYEE COMPENSATION

The Company uses the intrinsic value based method per Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock issued to Employees, for all of its stock-based employee compensation arrangements.

(k) PENSION AND OTHER POSTRETIREMENT PLANS

The Company has a defined benefit pension plan covering substantially all of its Vermont based non-union employees. The benefits are based on years of service and the employee's compensation. The cost of this program is being funded currently.

The Company has a salary continuation plan which covers certain employees who have deferred compensation agreements with the Company. The Company measures the cost of its obligations based on actuarial estimates. The Company recognizes net periodic costs as employees render the necessary services to earn the deferred compensation benefits.

ROCK OF AGES CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2000, 1999 and 1998

The Company also sponsors a defined benefit postretirement health care plan for certain early retirees and defined benefit postretirement group life insurance plans for all Vermont based union and non-union employees. The Company measures the costs of its obligation based on actuarial estimates and recognizes net periodic costs as retirees and employees render the services necessary to earn the postretirement benefits.

(l) USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to use estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

(m) IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF

The Company accounts for long-lived assets in accordance with the provisions of SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. This Statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company measures recoverability of assets to be held and used by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceed the fair value of the assets. The Company reports assets to be disposed of at the lower of the carrying amount or fair value less costs to sell.

(n) REVENUE RECOGNITION

The manufacturing division recognizes revenue upon shipment of finished orders from the manufacturing plant. The retailing division recognizes revenue upon the setting of the memorial. In certain instances, the Company may enter into an agreement with a customer which provides for extended payment terms, generally up to two years from either the date of setting of the memorial or, in certain instances, upon the settlement of an estate.

The quarry division recognizes revenue from sales of granite blocks when the customer is invoiced for the block. At that time, the block is removed from the Company's inventory, the customer's name is printed on the block, and title and risk of ownership passes to the buyer. In many cases, granite blocks owned by customers remain on the Company's property for varying periods of time after title passes to the buyer. Payment terms are less 5% 30 days, net 30 days, except the December terms described below. Sales of the Company's blocks are FOB quarry and the Company retains the obligation to load customer's blocks on trucks. At its Barre, Vermont location, sales are FOB Barre, Vermont and the Company retains a delivery obligation using the Company's trucks for block customers in Barre. The customer may take delivery at any time determined by the customer, but all invoices must be paid in accordance with their terms when due whether or not the customer requests delivery.

The Company considers the earnings process substantially complete despite the Company's obligations to load the blocks, and, in the case of its Barre customers, deliver the blocks, because the cost of delivery service is inconsequential (less than 3%) in relation to the selling price. Further, under industry terms of trade, title passes and the payment obligation is established when the block is identified to a particular customer and transaction.

In December each year, the Company provides special 90-day payment terms at its Barre quarries for all block purchased in the month of December. The reason for this is that the Barre quarries are generally closed from mid-December through mid-March because of weather. The quarry customer's manufacturing plants remain open during most of this period, however, and most prefer to assure they own blocks of a size and quality selected by them prior to the quarries' closure. All blocks purchased in December on deferred payment terms are invoiced on or about December 31 and removed from the Company's inventory with title passing to the buyer. Payment terms are one-third of the invoice amount on January 15, one-third on February 15, and one-third on March 15. The program provides essentially the normal 30-day payment terms during the months when the quarry is closed notwithstanding the customer's purchase of a three-months supply in December. Customers need not use these terms and may buy from inventory during the closure period on a first-come first-serve basis with normal 30-day terms.

ROCK OF AGES CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2000, 1999 and 1998

The Company does not require collateral or other security on trade receivables. The credit risk on trade receivables is controlled by requiring significant deposits. The Company continuously monitors outstanding trade receivables.

(o) COMMON STOCK

The Company has two classes of common stock outstanding, Class A and Class B. The shares of Class A common stock and Class B common stock differ with respect to voting rights and certain conversion rights, as described below:

Voting Rights - Each share of Class A common stock entitles the holder to one vote on each matter submitted to a vote of the Company's stockholders and each share of Class B common stock entitles the holder to ten votes on each such matter, in each case including the election of directors. Neither the Class A common stock nor the Class B common stock has cumulative voting rights.

Conversion - Class A common stock has no conversion rights. Class B common stock is convertible into Class A common stock, in whole or in part, at any time and from time to time at the option of the holder on the basis of one share of Class A common stock for each share of Class B common stock converted. Each share of Class B common stock will also automatically convert into one share of Class A common stock upon transfer to any person or entity other than a Permitted Transferee, as defined in the Company's Amended and Restated Certificate of Incorporation.

(p) NET INCOME PER SHARE

Net income per share, or basic earnings per share, is computed by dividing earnings available for common shares by the weighted average number of common shares outstanding during each year. Net income per share - diluted, or diluted earnings per share, is computed by dividing earnings available for common shares by the weighted average number of common shares outstanding during each year, adjusted to include the additional number of common shares that would have been outstanding if the dilutive potential common shares had been issued. Potential common shares are not included in the diluted earnings per share calculations where the effect of their inclusion would be antidilutive.

(q) COMPREHENSIVE INCOME

Comprehensive income consists of net income, cumulative translation adjustment, and a pension minimum liability adjustment and is presented in the consolidated pension statements of stockholders' equity and comprehensive income.

(r) RECLASSIFICATIONS

Certain reclassifications have been made to prior year's financial statements in order to conform to the 2000 presentation.

(2) INVENTORIES

Inventories consist of the following at December 31, 2000 and 1999:

	2000	1999
	-------------	--------------
Raw materials	$9,710,070	$9,650,190
Work-in-process	3,500,434	1,703,543
Finished goods and supplies	9,699,873	11,938,074
	-------------	-------------
	$22,910,377	$23,291,807
	===========	==========

ROCK OF AGES CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2000, 1999 and 1998

(3) INTANGIBLES

Intangibles consist of the following at December 31, 2000 and 1999:

	ESTIMATED USEFUL LIFE	2000	1999
	--------------------------------------	-----------	-------------
Names and reputations	40 Years	$38,337,567	$39,206,178
Covenants not to compete	5 Years	945,100	495,100
Trademarks and other	5-40 Years	127,314	-
		---------------	---------------
		39,409,981	39,701,278
Less accumulated amortization		3,326,578	1,914,343
		--------------	--------------
Total		$36,083,403	$37,786,935
		=========	=========

Amortization expense was $1,412,235 in 2000, $1,142,915 in 1999 and $615,389 in 1998.

(4) LEASES

The Company has several noncancellable operating leases for vehicles, equipment and office space which expire over the next five years. Rental expense for all operating leases was $1,222,011, $1,257,320 and $596,912 during 2000, 1999 and 1998, respectively. Rental expense includes amounts for related party operating leases of $618,947, $533,047 and $320,330 in 2000, 1999 and 1998, respectively.

Future minimum lease payments under noncancellable operating leases (with initial or remaining lease terms in excess of one year) are as follows:

YEAR ENDED DECEMBER 31:	RELATED PARTY	OTHER
------------------------------------------	-----------------------------	---------------
2001	$613,249	$443,283
2002	583,297	396,809
2003	321,181	276,706
2004	157,764	155,494
2005	76,800	71,020
Thereafter	-	10,050
	---------------	-------------
	$1,752,291	$1,353,632
	=========	=======

The Company also is the lessor of various parcels of land. Rental income was $45,771, $35,239 and $36,031 in 2000, 1999 and 1998, respectively. Future minimum rentals to be received under noncancellable leases are as follows:

YEAR ENDED DECEMBER 31:
-----------------------------------------
2001	$33,341
2002	21,241
2003	17,641
2004	12,386
	------------
	$84,609
	=======

xii

ROCK OF AGES CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2000, 1999 and 1998

(5) LINES OF CREDIT

The Company's financing with the CIT Group/Business Credit, Inc. provides for an acquisition term loan line of credit of $30 million and a revolving credit facility of an additional $20 million. Effective July 1, 1998, 50% of each facility has been assigned to FleetBoston, consistent with the initial agreement. Such loans and advances under the revolving credit facility shall be in amounts up to 75% of the outstanding eligible accounts receivable of the Company and 50% of the aggregate value of eligible inventory of the Company; however, advances against eligible inventory may not exceed $12,500,000 at any one time. The acquisition term loans are limited to two per calendar quarter and must be at least $1,000,000 each. There are currently two loans, to be referred to as term loan A and term loan B. The interest rate on term loan A is based on a formula of prime less .50%, or at the Company's election, the sum of 1-3/4% plus LIBOR. The interest rate on term loan B is based on a formula of prime less .50%, or at the Company's election, the sum of 2.5% plus LIBOR. However, if the Company chooses the LIBOR option, the elections must be in multiples of $1,000,000, and no more than four LIBOR elections may be in effect at any one time. Fees include a one time fee of $125,000 (which was paid in full in 1999), a line of credit fee of $4,167 per month and a collateral management fee of $1,000 per month. Amounts outstanding were $10,340,260 and $12,500,000 and $6,000,000 as of December 31, 2000 and $13,619,846 and $12,000,000 and $0 as of December 31, 1999 on the revolving credit facility, term loan A and term loan B, respectively. The weighted average interest rate was 9.08% and 7.25% on the revolving credit facility in 2000 and 1999, respectively.

The Company's Canadian subsidiary also has a line of credit agreement with a lending institution. Under the terms of this agreement, a maximum of approximately $4,000,000 may be advanced based on percentages of eligible accounts receivable, eligible inventory, and tangible fixed assets. The line of credit agreement will be reviewed at least annually for any revisions to the agreement, bears interest at the Canadian prime rate plus .25%, and is secured by substantially all assets of the subsidiary. There were no amounts outstanding as of December 31, 2000 and 1999.

xiii

ROCK OF AGES CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2000, 1999 and 1998

(6) LONG-TERM DEBT

Long-term debt at December 31, 2000 and 1999 consists of the following:

	2000	1999
	---------------	--------------
Note payable - Dutton, interest at 6%, payable in monthly principal and interest payments of $674, unsecured, due December 2003	$22,190	$28,733
Note payable - Plante, interest at 8%, payable in monthly payments of $2,563 beginning February 2001, unsecured, due January 2021	310,000	310,000
Note payable - bank, interest at prime plus 1.5%, payable in monthly installments of $544 plus interest, due November 2001, secured by property	-	12,693
Note payable - Anderson, payable with granite inventory at a set sales price of $14.50 per cubic foot at maximum sales of 1,500 cubic feet per month	236,697	282,660
Note payable - Chrysler Financial, interest at 2.9%, payable in monthly installments of $598, due December 2001, secured by equipment	2,122	10,508
Note payable - GMAC, interest at 4.9%, payable in monthly installments of $439, due February 2002, secured by equipment	5,968	10,820
Note payable - GMAC, interest at 2.9%, payable in monthly installments of $716, due October 2002, secured by equipment	15,332	23,360
Note payable - Harold, interest at 10%, payable in monthly installments of $4,366, due June 2001, secured by property and equipment	21,298	72,688
Term loan, interest at 9.25% and 7.25% in 2000 and 1999, respectively (see note 5), due December 2002, secured by substantially all assets of the Company	12,500,000	12,000,000
Note payable - PNC, interest at 8.95%, payable in monthly installments of $334, due July 2001, secured by equipment	2,811	6,482
Note payable - Remsen Dodge, interest at 2.9%, payable in monthly installments of $598, due December 2002, secured by equipment	6,483	13,362
Note payable - Ford Motor Credit Corp., interest 2.9%, payable in monthly installments of $392, due September 2002, secured by equipment	7,994	11,996
Note payable - Hilgendorf, paid in February 2000	-	62,000
Note payable - Hilgendorf, paid in February 2000	-	50,000
Term loan, interest at 9.25%, payable in quarterly installments of $212,000 with a final balloon payment due December 2002, secured by substantially all assets of the Company	6,000,000	-
Obligation under capital lease, interest at 7.99%, payable in monthly installments of $1,505 plus interest, due December 2000, secured by equipment	-	35,411
Obligation under capital lease, interest at 7.89%, payable in monthly installments of $10,276, due June 2001, secured by equipment	188,142	305,711
	---------------	---------------
	19,319,037	13,236,424
Less current installments	791,697	616,118
	--------------	----------------
Long-term debt, excluding current installments	$18,527,340	$12,620,306
	===========	==========

xiv

ROCK OF AGES CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2000, 1999 and 1998

Future maturities of the December 31, 2000 long-term debt are as follows:

YEAR ENDED DECEMBER 31:	OBLIGATIONS UNDER CAPITAL LEASE	OTHER LONG-TERM DEBT
------------------------------------------	---------------------------------------------------------	---------------------------------------
2001	$203,193	$603,555
2002	-	18,222,509
2003	-	15,500
2004	-	8,323
2005	-	8,954
Thereafter	-	272,054
	-----------	-----------
	203,193	19,130,895
Interest included in obligations under capital lease	15,051	==========
	-------------
	$188,142
	=========

The cost of the equipment under capital leases was $670,590 and $786,755 and related accumulated depreciation was $201,558 and $181,432 as of December 31, 2000 and 1999, respectively.

The financing agreements with banks contain various restrictive covenants with respect to the maintenance of financial ratios, capital addition, and other items. As of December 31, 2000 the Company was in compliance with all such covenants.

(7) FAIR VALUE OF FINANCIAL INSTRUMENTS

SFAS No. 107, Disclosure About the Fair Value of Financial Instruments, requires disclosure of information about the fair value of certain financial instruments for which it is practicable to estimate that value. For purposes of the following disclosure the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties other than in a forced sale or liquidation. Management has determined that the carrying values of its financial assets and liabilities approximate fair value at December 31, 2000.

(8) INCOME TAXES

Income before provision for income taxes, classified by source of income was as follows:

	2000	1999	1998
	----------	---------	----------
U.S.	$2,555,670	$2,351,664	$8,192,513
Foreign	1,198,590	872,264	1,346,338
	--------------	------------	----------
Income before provision for income taxes	$3,754,260	$3,223,928	$9,538,851
	========	=========	========

ROCK OF AGES CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2000, 1999 and 1998

A summary of the significant components of the provision for income taxes for the years ended December 31, 2000, 1999 and 1998 is as follows:

	2000	1999	1998
	-----------	-------------	-------------
Current:
Federal	$233,446	$791,319	$1,572,964
State	197,003	314,787	423,833
Foreign	407,938	286,031	98,983
	------------	------------	-------------
Total current	838,387	1,392,137	2,095,780
	--------------	-------------	-------------
Deferred:
Federal	295,969	(1,713)	-
State	159,873	(926)	-
Foreign	(3,465)	5,348	207,044
	-----------	------------	--------------
Total deferred	452,377	2,709	207,044
	========	========	========
Cumulative effect of a change in accounting principle	-	(47,559)	-
	--------------	-------------	--------------
Total provision for income taxes	$1,290,764	$1,347,287	$2,302,824
	=========	========	========

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2000 and 1999 are presented below:

	2000	1999
	-----------	------------
Deferred tax assets:
Accrued pension, accrued postretirement benefit cost and deferred compensation	$1,270,000	$1,324,000
Allowance for doubtful accounts	341,000	463,000
Accrued expenses	87,000	98,000
Inventories, principally due to additional costs inventoried for tax purposes pursuant to the Tax Reform Act of 1986	457,000	393,000
Alternative minimum tax credits	3,318,000	2,898,000
State net operating loss carryovers	405,000	-
	--------------	--------------
Total gross deferred tax assets	5,878,000	5,176,000
Less valuation allowance	(4,172,000)	(3,347,000)
	--------------	--------------
Total net deferred tax assets	1,706,000	1,829,000
	--------------	-------------
Deferred tax liabilities:
Quarry development	(394,000)	(386,000)
Names and reputations	(616,000)	(286,000)
Other liabilities	(271,000)	(279,623)
	--------------	-------------
Total gross deferred tax liabilities	(1,281,000)	(951,623)
	---------------	-------------
Net deferred tax assets	$425,000	$877,377
	=========	=======

xvi

ROCK OF AGES CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2000, 1999 and 1998

SFAS No. 109, Accounting for Income Taxes, requires a valuation allowance against deferred tax assets if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Deferred tax assets include significant alternative minimum tax credit carryforwards which have been fully reserved and may be carried forward indefinitely. Utilization of these alternative minimum tax credits is limited to future federal income tax in excess of the alternative minimum tax. Management believes that it is more likely than not that the results of future operations will generate sufficient taxable income to realize the net deferred tax assets.

A reconciliation of differences between the statutory U.S. federal income tax rate, on income before provision for income taxes and cumulative effect of a change in accounting principle, and the Company's effective tax rate follows:

	2000	1999	1998
	-------------	--------------	---------------
U.S. statutory rate	34.0%	34.0%	34.0%
State taxes, net of federal benefit	6.3%	6.4%	2.9%
Names and reputations amortization	10.7%	6.0%	1.6%
Keystone divestiture	-	10.3%	-
Minimum tax credits utilized	-	-	(2.3%)
Other, primarily tax depletion	(16.6%)	(13.4%)	(12.1%)
	------------	------------	------------
Effective tax rate	34.4%	43.3%	24.1%
	========	=======	=======

Deferred taxes have not been provided on the undistributed earnings of the Company's wholly-owned Canadian subsidiary since the Company can control the distribution if such earnings and has determined that such earnings will be reinvested indefinetely. Additional taxes could be due if these earnings were distributed.

(9) PENSION AND OTHER BENEFITS

The Company has a salary continuation plan which covers certain employees who have deferred compensation agreements with the Company. The Company measures the costs of its obligations based on actuarial estimates. The net periodic costs are recognized as employees render the necessary services to earn the deferred compensation benefits.

The Company also sponsors a defined benefit postretirement health care plan for certain early retirees and defined benefit postretirement group life insurance plans for all Vermont based union and non-union employees. The Company measures the costs of its obligations based on actuarial estimates. The net periodic costs are recognized as retirees and employees render the services necessary to earn the postretirement benefits.

xvii

ROCK OF AGES CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2000, 1999 and 1998

	NON-UNION		DEFERRED
	PENSION BENEFITS		COMPENSATION BENEFITS		OTHER BENEFITS
	2000	1999	2000	1999	2000	1999
	------------	--------------	---------------	-------------	--------------	---------------
CHANGE IN BENEFIT OBLIGATION:
Benefit obligation at beginning of year	$16,228,960	$16,819,615	$1,592,016	$1,793,754	$1,711,891	$1,782,602
Service cost	442,750	475,922	62,488	96,855	24,962	24,613
Interest cost	1,200,929	1,127,258	115,417	117,612	114,738	119,513
Actuarial (gain)/loss	263,320	(1,248,952)	170,277	(313,510)	623	(63,819)
Benefits paid	(949,594)	(944,883)	(106,248)	(102,695)	(132,104)	(151,018)
	--------------	--------------	---------------	--------------	--------------	-------------
Benefit obligation at end of year	$17,186,365	$16,228,960	$1,833,950	$1,592,016	$1,720,110	$1,711,891
	==========	==========	==========	==========	=========	=========
CHANGE IN PLAN ASSETS:
Fair value of plan assets at beginning of year	$16,541,624	$15,675,425	$-	$ -	$ -	$ -
Actual return on plan assets	292,534	1,811,082	-	-	-	-
Employer contribution	444,655	-	106,248	102,695	132,104	151,018
Benefits paid	(949,594)	(944,883)	(106,248)	(102,695)	(132,104)	(151,018)
	---------------	---------------	----------------	--------------	-------------	---------------
Fair value of plan assets at end of year	$16,329,219	$16,083,179	$ -	$ -	$ -	$- -
	=========	==========	===========	=========	==========	==========
Funded status	$(857,146)	$312,664	$(1,833,950)	$(1,592,016)	$(1,720,110)	$(1,711,891)
Unrecognized net actuarial (gain)/loss	(955,138)	(2,422,189)	57,975	(112,302)	193,807	193,184
Unrecognized prior service cost	1,104,029	1,234,433	147,084	171,347	-	-
Unrecognized transition obligation	269,658	373,902	10,948	17,113	820,766	883,902
	-------------	----------------	-------------	---------------	--------------	---------------
Net amount recognized	$(438,597)	$(501,190)	$(1,617,943)	$(1,515,858)	$(705,537)	$(634,805)
	-------------	----------------	----------------	---------------	----------------	---------------
Amounts recognized in the consolidated balance sheet consist of:
Accrued benefit liability	$(438,597)	$(501,190)	$(1,737,426)	$(1,515,858)	$(705,537)	$(634,805)
Intangible asset	-	-	119,483	-	-	-
Minimum liability adjustment	-	-	-	-	-	-
	---------------	---------------	---------------	----------------	--------------	--------------
Net amount recognized	$(438,597)	$(501,190)	$(1,617,943)	$(1,515,858)	$(705,537)	$(634,805)
	---------------	--------------	----------------	----------------	--------------	--------------
WEIGHTED-AVERAGE ASSUMPTIONS AS OF DECEMBER 31:
Discount rate	7.5%	7.5%	7.5%	7.5%	7.5%	7.5%
Expected return on plan assets	9.0%	9.0%	N/A	N/A	N/A	N/A
Rate of compensation increase	5.5%	5.5%	4.5%	4.5%	N/A	N/A

For measurement purposes, a 6 % annual rate of increase in the per capita cost of covered health care benefits was assumed for 1999. The rate was assumed to decrease gradually to 5% for 2000 and 4% for 2001 and remain at that level thereafter.

xviii

ROCK OF AGES CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2000, 1999 and 1998

				DEFERRED
	NON-UNION PENSION BENEFITS			COMPENSATION BENEFITS			OTHER BENEFITS
	2000	1999	1998(1)	2000	1999	1998	2000	1999	1998
	-----------	-----------	-------------	-------------	--------------	---------------	---------------	---------------	-------------
COMPONENTS OF NET PERIODIC BENEFIT COST:
Service cost	$442,750	$475,922	$451,249	$62,488	$96,855	$84,815	$24,962	$24,613	$22,159
Interest cost	1,200,929	1,127,258	1,146,229	115,417	117,612	111,725	105,484	119,513	117,122
Expected return on plan assets	(1,458,621)	(1,370,730)	(1,283,875)	-	-	-	-	-	-
Amortization of prior service cost	130,404	130,404	173,318	24,263	24,263	24,263	-	-	-
Amortization of transition obligation	104,244	104,244	138,644	6,165	6,165	6,165	63,136	63,136	63,136
Recognized net actuarial (gain)/loss	(37,644)	-	-	-	1,560	-	-	8,916	(1,688)
	------------	------------	------------	------------	----------	---------	-------------	----------	----------
Net periodic benefit cost	$382,062	$467,098	$625,565	$208,333	$246,455	$226,968	$193,582	$216,178	$200,729
	========	=======	=======	=======	=======	=======	========	=======	=======

(1) In addition, there was a special charge under SFAS No. 88 of $58,115 due to the spin-off of the Swenson Granite Company, LLC salaried employees as of December 1, 1998.

The Company has multiple postretirement benefit plans. The health care plan covers a closed group of retirees selected by the Company and benefits for all but two of the participants cease at age 65. The life insurance plan covers all Vermont based employees; non-union coverage is 50% of the group insurance coverage which the employee had prior to retirement (but not more than $60,000) and union employee coverage is $6,000. The life insurance plan assumes a 4.50% rate of compensation increase for all years.

UNION PENSION BENEFITS

In July 1999, Vermont based union employees became participants in Steelworkers Pension Trust. The Company contributes amounts as required by the union contract.

In 1998, Vermont based union employees participated in a multi-employer defined benefit pension plan. The Company contributed amounts as required by the union contract. The amount charged to operations in the accompanying consolidated statements of operations was $641,358, $641,150 and $740,941 in 2000, 1999 and 1998, respectively.

DEFERRED COMPENSATION BENEFITS

In addition to the deferred compensation benefits under its salary continuation plan, the Company has deferred compensation agreements with three former stockholders of acquired companies. The present value of the future payments under these agreements was $1,807,786, $2,142,185 and $2,070,171 as of December 31, 2000, 1999 and 1998 respectively. Total annual payments of $260,200 begin and end at various dates from 1997 to 2016. One of these agreements is partially paid through benefits paid by the Company into the defined pension plan, therefore the payment amount changes annuall based on actuarial estimates.

401(k) BENEFITS

The Company's contributions were $104,032, $156,205 and $93,263 in 2000, 1999 and 1998, respectively. Acquisitions during 2000, 1999 and 1998 have significantly increased the number of participants in the plans.

xix

ROCK OF AGES CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2000, 1999 and 1998

(10) STOCK-BASED EMPLOYEE COMPENSATION

Under the terms of the Amended and Restated 1994 Stock Plan, 1,500,000 options were reserved for issuance to key employees and directors to purchase equivalent shares of common stock. The options granted prior to 1999 have a five year term and vest at 20% per year and options granted in 1999 and 2000 have a higher term and vest at 25% per year.

The following table sets forth the stock option transactions for the years ended December 31, 2000, 1999 and 1998:

	NUMBER OF OPTIONS	WEIGHTED AVERAGE EXERCISE PRICE
	------------------------------------	-------------------------------------------------------
Outstanding, December 31, 1997	1,245,752	$7.98
Granted during 1998	125,000	14.44
Lapsed during 1998	(40,500)	(3.57)
Exercised during 1998	(42,000)	(3.10)
	-------------	------------
Outstanding, December 31, 1998	1,288,252	$8.90
Granted during 1999	175,000	11.68
Exercised during 1999	(274,600)	(2.62)
Surrendered during 1999	(658,252)	(16.17)
	-----------	-------------
Outstanding, December 31, 1999	530,400	$4.04
Granted during 2000	392,500	4.94
Lapsed during 2000	(84,318)	(3.61)
Exercised during 2000	(5,500)	(3.74)
	-------------	-------------
Outstanding, December 31, 2000	833,082	$4.45
	=========	========
Exercisable, December 31, 2000	338,716	$3.78
Weighted average remaining shares	2.1 years

		WEIGHTED AVERAGE		OPTIONS EXERCISABLE
EXERCISE PRICE	NUMBER OF OPTIONS OUTSTANDING	EXERCISE PRICE	REMAINING CONTRACTUAL LIFE	NUMBER	WEIGHTED AVERAGE EXERCISE PRICE
$3.59 - $3.76	415,582	$3.68	1 Year	332,466	$3.68
$4.94	392,500	$4.94	3.5 Years	-	$4.94
$12.38	25,000	$12.38	2 Years	6,250	$12.38

The Company has adopted the disclosure-only provisions of SFAS No. 123, Accounting for Stock-Based Compensation. Accordingly, no compensation cost has been recognized for stock options granted under the plan as the options were all granted at exercise prices which equaled the fair market value at the date of the grant. Had compensation cost for the Company's stock option plan been determined based on the fair value at the grant date for awards during 2000, 1999 and 1998 consistent with the provisions of SFAS No. 123, the Company's net income would have been reduced to the pro forma amount indicated below:

	2000	1999	1998
	----------------	---------------	------------
Net income, as reported	$2,463,496	$1,679,301	$7,236,027
Net income, pro forma	2,297,059	1,518,030	6,616,927
Net income per share, pro forma	.31	.20	.90
Net income per share - assuming dilution, pro forma	.29	.19	.83

Pro forma net income reflects only options granted subsequent to December 31, 1995 and is not necessarily indicative of future effects on net income. Therefore, the full impact of calculating compensation cost for stock options under SFAS No. 123 is not reflected in the pro forma net income amounts presented because compensation costs is reflected over the options' vesting periods and compensation cost only for options granted after January 1, 1996.

The fair value of each option grant is estimated on the date of the grant. Options granted prior to 1997 were valued using the Minimum Value Method with the following weighted-average assumptions: risk-free interest rate of 6%; dividend yield of $0; and expected lives of five (5) years. The per share weighted-average fair value of stock options granted during 2000, 1999 and 1998 was $2.32, $6.08, and $3.99, respectively, on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions; risk-free interest rate of 6%; dividend yield of $0; expected volatility of 52%, 47% and 49%, respectively; and expected lives of four or five years.

(11) RELATED PARTY TRANSACTIONS

The Company is related through common ownership with several companies. The transactions with related parties, included in the consolidated statements of operations, are as follows for the years ended December 31, 2000, 1999 and 1998:

	2000	1999	1998
	----------------	-----------------	--------------
Net revenues	$14,934	$26,013	$196,032
Cost of revenues	54,379	320,247	2,084,292

Amounts due to (from) related parties as of December 31, 2000 and 1999 are as follows:

	2000	1999
	--------------	--------------
Due from Swenson Granite Company, LLC	$1,376	$8,370
Due from Granite Accents, Inc.	62,135	83,723
Due from Kotecki Family Enterprises	3,233	3,196
Due from Rock of Ages Asia	178,433	-
Due from Maple Farms Japan	122,126	-
	-------------	----------------
	$367,303	$95,289
	========	=========

See note 4 for operating lease obligations with related parties.

xxi

ROCK OF AGES CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2000, 1999 and 1998

(12) UNAUDITED QUARTERLY SUMMARY INFORMATION

The following is a summary of unaudited quarterly summary information for the years ended December 31, 2000, 1999 and 1998 (in thousands, except per share data):

				NET INCOME
				(LOSS)
			NET INCOME	PER SHARE-
	NET	NET INCOME	(LOSS)	ASSUMING
	REVENUES	(LOSS)	PER SHARE	DILUTION
	-----------------------	----------------------	------------------------	----------------------
2000 Quarters:
First	$14,233	(2,693)	(.36)	(.36)
Second	28,813	3,211	.43	.42
Third	23,528	1,355	.18	.18
Fourth (1)	24,119	590	.08	.09
	------------------	-------------------	--------------------	-----------------
Total	$90,693	2,463	.33	.33
	===========	============	============	==========
1999 Quarters:
First	$17,518	$(2,012)	$(.27)	$(.27)
Second	28,986	1,336	.18	.17
Third	24,413	1,062	.14	.14
Fourth	25,610	1,293	.17	.17
	------------------	-------------------	------------------	---------------
Total	$96,527	$1,679	$.22	$.21
	==========	===========	===========	=========
1998 Quarters:
First	$15,171	$(431)	$(.06)	$(.06)
Second	22,955	2,787	.38	.35
Third	22,006	2,754	.37	.35
Fourth	22,614	2,126	.29	.27
	-----------------	-------------------	-------------------	-----------------
Total	$82,746	$7,236	.98	.91
	========	=========	=========	========

NOTE

The Company has historically experienced certain seasonal patterns, primarily due to weather conditions affecting operations in Vermont and Canada and the setting of memorials in cemeteries located in northern regions. The Company made a significant number of acquisitions in the second and third quarters of 1998.

(1) The 2000 fourth quarter results have been affected by certain significant nonrecurring items. The Company evaluated certain assets for impairment and subsequently recorded a reduction in the value of these assets, amounting to approximately $843,000. Also, as the Company refined its standard costing system, and old inventory was replaced by new inventory, the net effect on cost of sales in the fourth quarter was approximately $600,000 increase to cost of sales.

xxii

ROCK OF AGES CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2000, 1999 and 1998

(13) EARNINGS PER SHARE

The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share (EPS) computations for net income for the years ended December 31, 2000, 1999 and 1998:

	2000	1999	1998
	-----------------	------------------	------------------
Numerator:
Income available to common shareholders used in basic and diluted earnings per share	$2,463,496	$1,679,301	$7,236,027
	==========	=========	=========
Denominator:
Denominator for basic earnings per share:
Weighted average shares	7,447,460	7,509,241	7,349,371
Stock options	128,379	316,348	634,723
	--------------	---------------	----------------
Denominator for diluted earnings per share:
Adjusted weighted average shares	7,575,839	7,825,589	7,984,094
	==========	=========	=========
Basic earnings per share:	$.33	$.22	$.98
Diluted earnings per share:	$.33	$.21	$.91

Options to purchase 25,000, 25,000 and 478,252 shares of Class A common stock at exercises prices ranging from $12.38 to $18.50 per share were outstanding in 2000, 1999 and 1998, respectively, but were not included in the computation of diluted EPS because the options' exercise price was greater than the average market price of the common shares during those years.

(14) SEGMENT INFORMATION

The Company is organized based on the products and services that it offers. Under this organizational structure, the Company operates in three segments: quarrying, manufacturing, and retailing.

The quarrying segment extracts granite from the ground and sells it to both the manufacturing segment and to outside manufacturers, as well as to distributors in Europe and Japan.

The manufacturing segment's principal product is granite memorials used primarily in cemeteries, although it also manufactures some specialized granite products for industrial applications.

The retailing segment engraves and sells memorials and other granite products at various locations throughout the United States.

Inter-segment revenues are accounted for as if the sales were to third parties.

xxiii

ROCK OF AGES CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2000, 1999 and 1998

The following is the segment information for the years ended December 31, 2000, 1999 and 1998 (in thousands):

				CORPORATE
2000	QUARRYING	MANUFACTURING	RETAILING	OVERHEAD	TOTAL
-------------	------------------	--------------------------	-----------------	----------------	-----------
Total net revenues	$26,588	$35,763	$40,622	$ -	$102,973
Inter-segment net revenues	3,701	8,579	-	-	12,280
	------------	-----------	------------	-----------	----------
Net revenues	22,887	27,184	40,622	-	90,693
Total gross profit	11,249	6,254	21,558	-	39,061
Inter-segment gross profit	1,378	(547)	(831)	-	-
	-------------	-----------	------------	-----------	-----------
Gross profit	9,871	6,801	22,389	-	39,061
Selling, general and administrative expenses	3,011	5,721	21,476	2,956	33,164
	-------------	--------------	------------	------------	------------
Income (loss) from operations	$6,860	$1,080	$913	$(2,956)	$5,897
	========	=========	=========	========	========

				CORPORATE
1999	QUARRYING	MANUFACTURING	RETAILING	OVERHEAD	TOTAL
--------	----------------------	-------------------------------	-------------------	---------------	--------------
Total net revenues	$27,972	$44,790	$36,933	$ -	$109,695
Inter-segment net revenues	5,792	7,376	-	-	13,168
	--------------	------------	-------------	--------------	---------------
Net revenues	22,180	37,414	36,933	-	96,527
Total gross profit	12,565	5,595	19,184	-	37,344
Inter-segment gross profit	2,591	(2,195)	(396)	-	-
	---------------	-------------	--------------	-------------	-------------
Gross profit	9,974	7,790	19,580	-	37,344
Selling, general and administrative expenses	3,068	7,107	19,154	2,757	32,086
	--------------	--------------	-------------	----------	--------------
Income (loss) from operations	$ 6,906	$683	$426	$(2,757)	$5,258
	=========	=========	=======	=======	=========

				CORPORATE
1998	QUARRYING	MANUFACTURING	RETAILING	OVERHEAD	TOTAL
---------	----------------------	-----------------------------	------------------	----------------	---------------
Total net revenues	$26,448	$48,858	$18,597	$-	$93,903
Inter-segment net revenues	7,223	3,934	-	-	11,157
	------------	--------------	-------------	------------	-------------
Net revenues	19,225	44,924	18,597	-	82,746
Total gross profit	11,672	7,950	10,799	-	30,421
Inter-segment gross profit	2,892	(2,892)	-	-	-
	------------	--------------	-------------	--------------	--------------
Gross profit	8,780	10,842	10,799	-	30,421
Selling, general and administrative expenses	2,837	6,506	9,369	1,660	20,372
	------------	--------------	-------------	-------------	------------
Income from operations	$5,943	$4,336	$1,430	$(1,660)	$10,049
	========	=========	========	========	=======

xxiv

ROCK OF AGES CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2000, 1999 and 1998

Net revenues by geographic area are as follows for the years ended December 31, 2000, 1999 and 1998 (in thousands):

	2000	1999	1998
	--------------	----------------	---------------
Net revenues (1):
United States	$82,886	$87,045	$74,174
Canada	7,807	9,482	8,572
	-----------	-------------	--------------
Total net revenues	$90,693	$96,527	$82,746
	========	=========	========

(1) Net revenues are attributed to countries based on where product is produced.

Long-lived assets by geographic area are as follows as of December 31, 2000, 1999 and 1998 (in thousands):

	2000	1999	1998
	----------------	---------------	-----------------
Long-lived assets:
United States	$42,543	$42,798	$42,810
Canada	1,904	1,976	1,660
Japan	-	5	5
	-------------	------------	-----------
	$44,447	$44,779	$44,475
	========	========	=======

(15) ACQUISITIONS

For the period April through December 1998 the Company, through its subsidiary Rock of Ages Memorials, Inc., acquired Clark Memorials, Inc., Watertown Monument Works, Inc., Aberdeen Monument Works, Inc., Owatonna Granite Works, Inc., Desch-Paine Monuments, Inc., Mount Rushmore Granite Corp., Gallagher & Sons Monuments, Inc., Owatonna Granite & Monument Works, Inc. and all of the outstanding stock of Maumee Valley Memorials, Inc., Miller Bros. Monument, Inc., Sioux Falls Monument Co., Portage Marble & Granite Co., Nor-Por Granite , Inc., North Hill Marble & Granite Co., Kotecki Monuments, Inc., Edward T. Christiansen & Sons, Inc., and Joseph Uras Monument Corp. In connection with these acquisitions, certain assets were acquired and liabilities assumed of Fremont Forsberg, JUM Corporation and Joseph Uras Management Cemeteries, Inc.

In November 1998 the Company, through its subsidiary Carolina Quarries, Inc., acquired the White Gardenia Quarry, its related operating entity, Piedmont Quarries Limited Liability Company, and certain undeveloped land in proximity to the Company's existing Salisbury Pink Quarry.

The aggregate consideration for the 1998 acquisitions was $21,075,175 in cash and $1,447,476 representing 90,537 shares of the Company's Class A common stock ranging from $14.6875 to $17.625 per share in transactions which were accounted for under the purchase method of accounting. The aggregate purchase price has been allocated to the assets acquired and liabilities assumed based upon their respective fair market values, resulting in $16,547,323 of cost in excess of net assets acquired of which $2,274,392 has been allocated to property, plant and equipment and the remaining $14,272,931 to names and reputations.

Proceeds of $261,022 from certain of the 1998 purchases are being held by the Company for a period of one year per the purchase and sale agreements for the settlement of certain conditions. These amounts were recorded as accrued expenses as of December 31, 1998.

xxv

ROCK OF AGES CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2000, 1999 and 1998

For the period January through November 1999 the Company, through its subsidiary Rock of Ages Memorials, Inc., acquired Toledo Monumental Works Company, Milwaukee Memorial Company, Inc., J. W. Reynolds Monument Company, Inc., Beasley Monument Company, Inc., Hilgendorf Memorials, Inc., R&B Nelson Memorial Studio, Inc., Bethel-Miller Memorials, Inc., Caron Granite Company, Clinton Monuments, Inc., East Ohio Memorial Service, Bass Chickering Corporation, Bristol Memorial Works, Inc., Methuen Memorials, Inc., WRL, Inc. and all of the outstanding stock of Milwaukee, R&B Nelson, Bethel-Miller, Caron, Clinton, Bristol and Urbach.

The aggregate consideration for the 1999 acquisitions was $13,086,014 in cash and $639,986 representing 52,623 shares of the Company's Class A common stock ranging from $10.00 to $13.26 per share in transactions which were accounted for under the purchase method of accounting. The aggregate purchase price has been allocated to the assets acquired and liabilities assumed based upon their respective fair market values, resulting in $9,570,046 of cost in excess of net assets acquired.

For the period January through December 2000, the Company, through its subsidiary Rock of Ages Memorials, Inc. acquired American Monument Corporation and Union County Memorials.

The aggregate consideration for the 2000 acquisitions was $655,081. The aggregate purchase price has been allocated to the assets acquired and liabilities assumed based upon their respective fair market values resulting in $209,055 of costs in excess of net assets acquired.

The following unaudited pro forma information has been prepared assuming that the acquisitions occurred at the beginning of the current and immediately preceding periods, if presented. The pro forma information is presented for information purposes only and is not necessarily indicative of what would have occurred if the acquisitions had been made as of those dates.

	(UNAUDITED)
	YEARS ENDED DECEMBER 31,
	2000	1999	1998
	-----------	------------	--------------
Net revenues	$90,952,502	$100,377,063	$102,772,198
Net income	2,463,522	2,053,893	7,841,805
Net income per share	.33	.27	.93
Net income per share - assuming dilution	.33	.26	.86

(16) SIGNIFICANT EVENT

On May 28, 1999 the Company exchanged all of the outstanding shares of Keystone Memorials, Inc., a newly-formed subsidiary, containing land, buildings, and equipment of its Keystone and Keywest manufacturing plants and certain inventory at those locations, for 263,441 shares of Rock of Ages Class B common stock and a note receivable with a net present value of $399,538. The net assets of Keystone Memorials, Inc. had a net book value of $4,021,053. Legal costs incurred were $22,663. A loss on the sale was recorded of $845,117, included in loss on sale of assets. The transaction was considered a tax-free event for purposes of calculating the provision for income taxes.

xxvi

ROCK OF AGES CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2000, 1999 and 1998

(17) ACCOUNTING CHANGE

The Company adopted "SOP 98-5, Reporting on the Costs of Start-Up Activities," as of January 1, 1999. The SOP requires the costs of start-up activities, including organization costs, to be expensed as incurred. As a result, acquisition costs of $197,340 were expenses in 1999 as the cumulative effect of a change in accounting principle.

The following table summarizes the pro forma net income and per share amounts assuming a change in application of accounting principles applied retroactively.

DECEMBER 31,

2000 1999 1998

-------------- ---------------- -------------

Net income
$ -
$1,829,082 $7,268,889

Net income per share - basic - .24 .99

Net income per share - diluted - .23 .91

(18) SUBSEQUENT EVENT

Effective January 2, 2001 the Company completed the acquisition of 16 cemeteries and one granite memorial retailer in Kentucky. The purchase price was $6.8 million in cash representing approximately 90% of the 1999 revenues of the acquired entities.

xxvii

INDEPENDENT AUDITORS' REPORT ON SUPPLEMENTARY INFORMATION

The Board of Directors of Rock of Ages Corporation and Subsidiaries:

Under date of March 2, 2001, we reported on the consolidated balance sheets of Rock of Ages Corporation and subsidiaries as of December 31, 2000 and 1999, and the related consolidated statements of operations, stockholders' equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2000. In connection with our audits of the aforementioned consolidated financial statements, we also audited the related consolidated financial statement schedule referred to as "Schedule II - Valuation and Qualifying Accounts and Reserves." This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express and opinion on this financial statement schedule based on our audits.

In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

KPMG LLP

/s/ KPMG LLP

March 2, 2001

Boston, Massachusetts

xxix

ROCK OF AGES CORPORATION AND SUBSIDIARIES

Schedule II - Valuation and Qualifying Accounts and Reserves

Years ended December 31, 2000, 1999 and 1998

(In Thousands)

COLUMN A	COLUMN B	COLUMN C		COLUMN D	COLUMN E
-------------------	--------------------	----------------------------------------		-------------------	-----------------
		ADDITIONS
		------------------------
	BALANCE AT	INCREASE	CHARGED TO		BALANCE AT
	BEGINNING	DUE TO	COSTS AND		END
DESCRIPTION	OF PERIOD	ACQUISITIONS	EXPENSES	DEDUCTIONS	OF PERIOD
-----------------------	-----------------------	-----------------------	--------------------	-----------------------	---------------------
2000
Allowances for doubtful accounts	$1,826	-	362	885	1,303
1999
Allowances for doubtful accounts	$2,124	-	555	853	1,826
1998
Allowances for doubtful accounts	$2,231	120	238	465	2,124

See accompanying independent auditors' report on supplementary information.

xxix

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ROCK OF AGES CORPORATION

By: /s/ Kurt M. Swenson

Kurt M. Swenson

President, Chief Executive Officer and

Chairman of the Board of Directors

Date: March 30, 2001

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of March , 2000.

SIGNATURE	TITLE
------------------	----------
/s/ Kurt M. Swenson	President, Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)
Kurt M. Swenson
/s/ John L. Forney	Director, President and Chief Operating Officer/Memorials Division, Chief Financial Officer and Treasurer (Principal Accounting Officer)
John L. Forney
/s/Richard C. Kimball	Chief Strategic and Marketing Officer; Vice Chairman of the Board of Directors
Richard C. Kimball
/s/Jon M. Gregory	Director, President and Chief Operating Officer/Quarries Division
Jon M. Gregory
/s/George R. Anderson	Director
George R. Anderson
/s/James L. Fox	Director
James L. Fox
/s/ Charles M. Waite	Director
Charles M. Waite
/s/Frederick Webster	Director
Frederick Webster

EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION
------------------	---------------------
3.1	Form of Amended and Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 (Registration No. 333-33685) filed with the Securities and Exchange Commission on August 15, 1997 and declared effective on October 20, 1997)
3.2	Amended and Restated By-laws of the Company (as amended through April 6, 1999) (incorporated herein by reference to Exhibit 3.2 to the Company's Quarterly report on Form 10-Q for the quarterly period ended March 31, 1999 and filed with the Securities and Exchange Commission on May 17, 1999)
4	Specimen Certificate representing the Class A Common Stock (incorporated herein by reference to Exhibit 4 to the Company's Registration Statement on Form S-1 (Registration No. 333-33685) filed with the Securities and Exchange Commission on August 15, 1997 and declared effective on October 20, 1997)
10.1*	Rock of Ages Corporation Amended and Restated 1994 Stock Plan (as amended through October 26,1998) (incorporated herein by reference to Exhibit 10.1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 and filed with the Securities and Exchange Commission on March 31, 1999)
10.2*	Employment Agreement of Kurt M. Swenson (incorporated herein by reference to Exhibit 10.2 to the Company's Registration Statement on Form S-1(Registration No. 333-33685) filed with the Securities and Exchange Commission on August 15, 1997 and declared effective on October 20, 1997)
10.3*	Employment Agreement of Peter Friberg (incorporated herein by reference to Exhibit 10.4 to the Company's Registration Statement on Form S-1 (Registration No. 333-33685) filed with the Securities and Exchange Commission on August 15, 1997 and declared effective on October 20, 1997)
10.4*	Employment Agreement of John L. Forney (incorporated herein by reference to Exhibit 10.5 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 and filed with the Securities and Exchange Commission on March 30, 2000).
10.5*	Form of Employment Agreement with Richard C. Kimball and Jon M. Gregory (incorporated herein by reference to Exhibit 10.8 to the Company's Registration Statement on Form S-1 (Registration No. 333-33685) filed with the Securities and Exchange Commission on August 15, 1997 and declared effective on October 20, 1997)
10.6*	Form of Salary Continuation Agreement (incorporated herein by reference to Exhibit 10.15 to the Company's Registration Statement on Form S-1 (Registration No. 333-33685) filed with the Securities and Exchange Commission on August 15, 1997 and declared effective on October 20, 1997)
10.7*	Restated Employment Agreement with John Keith
10.8	Form of Collective Bargaining Agreement dated May 2, 2000 by and between Rock of Ages Corporation and the United Steelworkers of America, AFL-CIO-CIC on behalf of USWA Amalgamated Local #4.
10.9	Form of Collective Bargaining Agreement dated May 1, 2000 by and between Rock of Ages Corporation - Quarries Division and the United Steelworkers of America, AFL-CIO-CIC on behalf of USWA Amalgamated Local #4.
10.10	Form of Collective Bargaining Agreement dated April 29, 2000 by and between Rock of Ages Corporation and the Granite Cutters Association.
10.11	Credit Facility dated as of June 25, 1997 between Royal Bank of Canada and Rock of Ages Canada, Inc., Rock of Ages Quarries, Inc. and Rock of Ages Canada Inc. (incorporated herein by reference to Exhibit 10.20 to the Company's Registration Statement on Form S-1 (Registration No. 333-33685) filed with the Securities and Exchange Commission on August 15, 1997 and declared effective on October 20, 1997)
10.12	Financing Agreement dated December 17, 1997 by and between The CIT Group/Business Credit, Inc., Rock of Ages Corporation, Royalty Granite Corporation, Carolina Quarries, Inc., Pennsylvania Granite Corp., Childs & Childs Granite Company, Inc., Southern Mausoleums, Inc. and Rock of Ages Memorials LLC (incorporated herein by reference to Exhibit 10.19 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 filed with the Securities and Exchange Commission on March 31, 1998)

10.13	Exclusive Supply Agreement dated as of December 8, 1997 by and between Rock of Ages Corporation and Eurimex (incorporated herein by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 filed with the Securities and Exchange Commission on March 31, 1998)
10.14	Supply Agreement dated as of September 7, 2000 by and between Keystone Memorials, Inc. and Rock of Ages Corporation
11	Statement re:computation of per share earnings (incorporated herein by reference to Note (1)(q) of the Company's consolidated financial statements (filed herewith))
21	Subsidiaries of the Company
23	Consent of KPMG LLP

* This exhibit is a management contract or compensatory plan or arrangement.

EX-10 2 exhten.htm

EXHIBIT 10.7

EMPLOYMENT AGREEMENT

(John E. Keith)

This Agreement made as of the 1st day of January, 2001, by and among ROCK OF AGES CORPORATION, a Delaware corporation, with a principal place of business at 369 North State Street, Concord, NH 03301 ("Company"), and JOHN E. KEITH ("Employee") residing at 169 Forest Hill Road, Hodgenville, Kentucky 42728.

FACTUAL BACKGROUND:

A. Employee has been President of Company's subsidiary, Rock of Ages Memorials, Inc. ("ROAM") since October 1997. Company and Employee now wish to continue Employee's employment in a new position as President and Chief Operating Officer of its combined cemetery and monument retail operations in the state of Kentucky and southern Illinois, which operations include Keith Monument Company LLC, J. W. Reynolds Monument Company and Rock of Ages Kentucky Cemeteries LLC (collectively, "Keith Business Unit"), reporting to the Chairman and CEO of the Company, with principal responsibility for the profitability of the Keith Business Unit (the "Position") along with such other duties and responsibilities as Company may assign to Employee; and Employee wishes to accept such employment subject to the terms and conditions of this Agreement.

B. Company and its direct and indirect subsidiaries, affiliates, parent and successors and assigns are sometimes herein sometimes referred to as the "ROAC Corporate Group."

C. Company and the ROAC Corporate Group (including the Keith Business Unit) quarry and manufacture granite memorials and other granite products, perform services related thereto, operate cemeteries and perform services in connection therewith; and market and sell granite, marble, bronze and other memorials and monuments, burial lots, crypts, niches and products related thereto, and services related to such products at wholesale and retail in the United States and in various foreign countries (Company's "Business" or "Restricted Business") and have accumulated valuable and confidential information including trade secrets and know-how relating to technology, manufacturing procedures, formulas, machines, marketing plans, sources of supply, business strategies and other business records.

D. The agreement by Employee to enter into the covenants contained herein is a condition precedent to the continued employment of Employee in the Position, Employee acknowledges the same and that his execution of this agreement are express conditions of his employment; and that said covenants are given as material consideration for such employment and the other benefits conferred upon him by this agreement.

E. As used herein the term "Company" shall refer to Company and where applicable to any direct or indirect subsidiary or affiliate of Company for which Employee may from time to time be performing services under this agreement.

NOW, THEREFORE, in consideration of such employment and other valuable consideration, receipt of which is hereby acknowledged, the parties thereto agree as follows:

1. Employment. Company agrees to employ Employee, and Employee accepts employment in the Position, initially reporting to the Chairman and Chief Executive Officer of Company, all upon the terms and conditions hereinafter set forth.

2. Duties and Policies.

(a) Duties. The Employee agrees to devote his full time and best efforts to his employment duties in the Position or, subject to the rights of Company in the second sentence of this Section 2(a), and to such other duties as may be assigned to him from time to time by Company. Company reserves the right in its sole discretion to request Employee to perform no duties for it under this agreement from time to time or at any time for such periods of time during the Term as it in its sole discretion may determine and in the event Company takes such action, Employee will thereafter not be eligible for any further increases in his Annual Base Salary or for any bonuses until Company requests, if ever, Employee return to active work.

(b) Policies. Employee agrees to abide by the policies, rules, regulations or usages applicable to Employee as established by Company from time to time and provided to Employee in writing.

3. Term. The term of this agreement (the "Term") shall be four (4) years, beginning January 1, 2001, unless terminated earlier as hereinafter provided.

4. Compensation. For all services to be rendered by Employee in any capacity hereunder, the Company shall pay Employee the following:

(a) Salary. The company shall pay Employee an annual base salary of One Hundred Thousand Dollars ($100,000.00) less withholding and other taxes required by federal and state law (the "Annual Base Salary"), payable in equal monthly installments, or as otherwise required by law. In addition, Employee shall be paid, in one lump sum on or before each December 31 during the Term, the sum of Eighty-Two Thousand Five Hundred Dollars ($82,500) (the "Lump Sum Payments").

(b) Bonus. Employee may also be awarded a bonus or bonuses from time to time during the Term pursuant to Schedule 4(b) hereof.

5. Fringe Benefits. During the term of this agreement, Employee shall be entitled to participate in such fringe benefits as, from time to time, may be applicable to the Company's similarly situated executive employees, subject to the terms and conditions of such fringe benefit plans and to the following fringe benefits:

(i) Family medical and major medical health insurance, paid for by Company;

(ii) Life insurance paid for by Company equal to one and one-half (1 1/2) times Employee's Annual Base Salary (capped at $280,000 while working and $60,000 during retirement);

(iii) Participation in Company's qualified 401(k) profit sharing plan pursuant to the terms thereof;

(iv) Participation in Company's qualified defined benefit Salaried Employees Pension Plan pursuant to the terms thereof;

(v) Participation in Company's long-term disability insurance plan pursuant to the terms thereof;

(vi) The use of an automobile comparable to the automobiles provided to other senior officers of Company and payment by Company of the costs of operation and maintenance of the automobile; and

(vii) Vacation in accordance with Company's employee policies, in effect from time to time.

Fringe benefits provided to Employee will, in addition, generally be not less advantageous to Employee than those provided by Company to its senior officers. Fringe benefits as used in this Section do not include cash compensation, stock options or other compensation.

6. Termination.

(a) Termination because of Death or Total Disability. This Agreement will terminate automatically upon the date of Employee's death or Total Disability provided, however, that Company shall continue to pay the Lump Sum Payments for the remaining Term, in accordance with the terms hereof. The Employee shall be deeded to have incurred a Total Disability:

(i) if Company maintains a long-term disability policy in effect for the benefit of Employee, on the date when the Employee shall have received total disability benefits under said policy for a period of six (6) months;

(ii) if no such long-term disability insurance policy is in effect, on the date when the Employee suffers from a physical or mental disability of such magnitude and effect that the Employee is unable to perform the essential functions of Employee's assigned position with or without reasonable accommodation and such disability continues during a period of twelve (12) continuous or non-continuous months within eighteen (18) month period beginning on the first day of the month period beginning on the first day of the month in which the first day of disability occurs;

(iii) if Employee illegally uses drugs and, as a result, performance of his duties and/or employment with Company is in any way impaired; or

(iv) on the date when Employee receives more than 12 weeks of payments under the Social Security Act because of determination by the Social Security Administration that Employee is totally disabled.

Total Disability as set forth in subsections (ii) or (iii) above shall be deemed to have occurred upon the written certification to Company thereof by the Employee's personal physician, which certification may be requested in writing by Company. If the Employee does not have a personal physician or refuses to consult with his personal physician, Company may select a licensed Kentucky physician, board-certified in internal medicine or family practice, at Employee's cost, to examine the Employee, which physician shall, for purposes hereof, be deemed to be the Employee's personal physician; provided, that if the Employee refuses to be examined by this deemed personal physician within thirty (30) days after the physician's appointment by Company, then the Employee may at Company's election be conclusively presumed to have become Totally Disabled as of the close of such thirty (30) day period. If Company disagrees with the opinion of the Employee's personal physician, then Company may select a second licensed, board-certified Kentucky physician, at Company's cost, to examine the Employee. If said two (2) physicians disagree as to whether Employee is Totally Disabled, then the personal physician and this second physician shall then select a third licensed, board-certified Kentucky physician, with the cost of this third physician to be split between Employee and Company, to examine the Employee. Upon examination of the Employee by the three (3) physicians, each physician shall render an opinion with respect to the condition of the Employee in regards to his Total Disability, and the opinion of a majority of the physicians shall be binding upon all parties.

(b) Termination Without Cause. Company shall not have the right to terminate this agreement and Employee's employment under this agreement, provided, however that in the event of such termination Company shall continue to make the Lump Sum Payments during the remaining Term in accordance with the terms hereof.

(c) Termination With Cause. Company may terminate this agreement and the employment of the Employee at any time with cause and without further notice upon the occurrence of any of the following events: (i) abandonment by Employee of, or chronic, habitual or continuous failure by Employee to perform, over a period of thirty (30) or more days, Employee's duties as an Employee hereunder or violation of any of Employee's covenants under this agreement; (ii) embezzlement or other theft of the property of Company, of the ROAC Corporate Group or of the KMC Group or of any predecessor to the Company, to the ROAC Corporate Group or to the KMC Group (collectively, the "Predecessors"), or the commission of other criminal activity against Company, ROAC Corporate Group, the KMC Group, or any of the Predecessors or their employees, agents and customers; or (iii) conviction of a crime which after all appeals the Company's Board of Directors reasonably determines will have or has had a material adverse effect on the reputation, business and/or financial affairs of Company, the ROAC Corporate Group or the KMC Group (any such termination is herein sometimes referred to as a "Termination With Cause" or as "Terminated With Cause"). In the event that Employee's employment is Terminated With Cause or Employee resigns in lieu of such termination, Employee shall only be entitled to be paid any expenses he has incurred prior to the termination and for which he is entitled to reimbursement hereunder, and such pro-rated portion of the Annual Base Salary as he may have earned up to the date of termination.

(d) Termination by the Employee. Employee may resign from employment at any time for any reason and terminate this agreement by giving thirty (30) days' written notice to Company (any such termination is herein sometimes referred to as a "Voluntary Termination") of such intention. In such event, Company may, in its discretion, permit the Employee to work through the notice period or accept the Employee's immediate resignation. In the event of a Voluntary Termination, Employee shall be entitled to continue to receive the Lump Sum Payments during the remaining Term in accordance with the terms hereof.

7. Non-Disclosure of Confidential Information. Employee acknowledges that during his employment, he will become fully familiar with all aspects of the Company's Businesses and the ROAC Corporate Group's businesses and will obtain access to confidential and proprietary information relating to such businesses. Employee understands, agrees and covenants that such information is valuable and Employee has no property interest in it. Therefore, Employee covenants and agrees that during his employment with Company and the ROAC Corporate Group and thereafter Employee will not use, disclose, communicate or divulge such information to any person not employed by Company and the ROAC Corporate Group or use such information except as may be necessary to perform his duties as an Employee under this agreement. Employee's obligations in this section shall survive the expiration of the Term of this agreement and/or termination of Employee's employment under this agreement for any reason whatsoever.

8. Non-Solicitation of Employees, Clients and Customers. During the Term of this agreement and for the period of Employee's non-competition covenant set forth in Section 11 hereof, following the termination of this agreement, Employee agrees not to, on his own behalf or on behalf of any other person, corporation, firm or entity, directly or indirectly, solicit or induce any client, customer, employee or sales representative of Company or the ROAC Corporate Group to stop doing business with or to leave any of said companies for any reason whatsoever or to hire any of said companies' employees.

9. Return of Property. Upon termination or nonrenewal of this agreement for any reason, Employee agrees to immediately return all Company and ROAC Corporate Group property, whether confidential or not, without keeping any copies or excerpts thereof, including, but not limited to, computers, printers, customer lists, samples, product information, financial information, price lists, marketing materials, keys, credit cards, automobiles, technical data, research, blueprints, trade secrets information, and all confidential or proprietary information.

10. Non-Competition Covenant by Employee. Company and the Employee agree that Company is currently engaged in the business of quarrying, manufacturing, marketing and selling granite memorials and other granite products at wholesale and at retail (herein referred to as the "Restricted Business") and Company and the ROAC Corporate Group are engaged in the Restricted Business in all of the states of the United States and in all of the provinces of Canada (herein the territory of all such states and provinces is referred to as the "Restricted Territory") and has hired the Employee to expand and grow the Restricted Business in the Restricted Territory. Accordingly, as a material and essential inducement to Company to hire the Employee and in consideration of Company's agreements with the Employee under this agreement, Employee agrees that during the Term of this agreement and, if this agreement is terminated for any reason, lapses, is not renewed for any reason, or Employee is not employed by Company after the end of the Term hereof for any reason, for a period equal to two (2) years thereafter, unless this agreement is terminated within the first two (2) years of the Term hereof, in which case for the period of four (4) years thereafter, Employee will not, in the Restricted Territory, directly or indirectly, in any manner whatsoever:

(a) compete with Company, its successor and assigns, or the ROAC Corporate Group, its successors and assigns, in the Restricted Business;

(b) engage in the Restricted Business, except as an employee of Company or the ROAC Corporate Group;

(c) have any ownership interest in (other than the ownership of less than five percent (5%) of the ownership interests of a company whose stock or other ownership interests are publicly traded) any business entity which engages, directly or indirectly, in the Restricted Business in the Restricted Territory except for any ownership interest owned by Employee during the Term of this agreement, and after termination of this agreement, in the Company or in any member of the ROAC Corporate Group;

(d) contract, subcontract, work for, solicit work from, solicit Company or ROAC Corporate Group employees for, or solicit customers for, advise or become affiliated with, any business entity which engages in the Restricted Business in the Restricted Territory except as an employee of Company or of the ROAC Corporate Group; or

(e) lend money or provide anything of value to any entity which engages in the Restricted Business in the Restricted Territory.

The term "compete" as used in this Section 11 means engage in competition, directly or indirectly, either as an owner, agent, member, consultant, partner, sole proprietor, stockholder, or any other ownership form or other capacity.

Notwithstanding anything to the contrary in this Agreement, the Company agrees that the Employee may continue to own and operate the following cemeteries in the State of Kentucky during the Term and thereafter: The Bethany and Green Meadows cemeteries in Louisville; and the cemeteries currently owned by Employee in Fairview, Georgetown and Winchester, Kentucky.

While the restrictions as set forth herein and in Section 10 are considered by the parties hereto to be reasonable in all circumstances, it is recognized that any one or more of such restrictions might fail for unforeseen reasons. Accordingly, it is hereby agreed and declared that if any of such restrictions shall be adjudged to be void as unreasonable in all circumstances for the protection of Company and the ROAC Corporate Group and their interests, but would be valid if part of the wording thereof were deleted, the period thereof reduced, or the range of activities or area dealt with reduced in scope, such restrictions shall apply with the minimum modification as may be necessary to make them valid and effective, while still affording to Company and the ROAC Corporate Group the maximum amount of protection contemplated thereby.

Employee represents that he has carefully reviewed Employee's restrictive non-competition covenant set forth in this Section 11 and non-solicitation covenant in Section 9 and has determined that these covenants will not impose undue hardship, financial or otherwise, on Employee; that their Restrictive Territory and duration will not impose a hardship on Employee; that they protect Company's and the ROAC Corporate Group's legitimate interests in their investment in Employee and their Restricted Business; and that in Employee's opinion Employee not being able to compete in the Restrictive Territory for the duration of this covenant will not be injurious to the public interest.

Employee agrees that Employee's breach of his covenants in this Sections 7, 8, 9 and 10 will cause irreparable harm to Company and the ROAC Corporate Group.

11. Loyalty. Employee shall devote his full time and best efforts to the performance of his employment under this agreement. During the term of this agreement, Employee shall not at any time or place whatsoever, either directly or indirectly, engage in the Restricted Business or any other profession or active business to any extent whatsoever, except on or pursuant to the terms of this agreement, or with the prior written consent of Company. Employee agrees that he will not, while this agreement is in effect, do any unlawful acts or engage in any unlawful habits or usages which injure, directly or indirectly, Company and its Business or the ROAC Corporate Group and its businesses. Company agrees that if it exercises its rights in Section 2(a) hereof to have Employee perform no duties for it, then during such period of time during the Term as Employee is so not performing his duties, Employee may engage in other employment which does not violate the non-competition covenant in Section 10 and his other covenants in Sections 7, 8, 9, 10 and 11 of this agreement.

12. Governing Law, Jurisdiction and Venue. This agreement shall be governed by and construed in accordance with the laws of the State of New Hampshire; and any actions brought pertaining to the same shall lie only in the Hardin County Circuit Court, Kentucky, or the U.S. District Court for the Western District of Kentucky, in said State all of which are the sole and exclusive forums for any actions or claims by the parties to this agreement and each party hereto consents to the jurisdiction of, and venue in, said courts in any action brought by another party hereto and agrees that no claims or actions relating to any matter hereunder will be brought by them in any other courts of said State, any other state or any other country.

13. Headings. The descriptive headings of the several sections of this agreement are inserted for convenience of reference only and shall not control or affect the meanings or construction of any of the provisions hereof.

14. Severability and Violation of Laws. If any provision of this agreement shall be held invalid or unenforceable according to law, such provision shall be modified to the extent necessary to bring it within the legal requirements. Any such invalidity or unenforceability shall not affect the remaining provisions of this agreement, and such remaining provisions shall continue in full force and effect.

15. Specific Performance. The Employee hereby agrees and stipulates that it would be impossible to measure in monetary terms the damages which would be suffered by Company in the event of any breach by Employee of Sections 8, 9, 10, 11, 12, 13 and 16 of this agreement. Therefore, if either party hereto shall institute any action in equity to enforce such sections of this agreement, it is agreed that the other party hereto waives any claim or defense that the plaintiff has an adequate remedy at law, and the other party hereto agrees that the plaintiff is entitled to specific performance of such terms of the agreement.

16. Notices. Any notice or other communication required or permitted under this agreement shall be in writing and shall be deemed to have been duly given (i) upon hand delivery, or (ii) on the third day following delivery to the U.S. Postal Service as certified or registered mail, return receipt requested and postage prepaid, or (iii) on the first day following delivery to a nationally recognized United States overnight courier service for next business day delivery with fee prepaid or (iv) when telecopied or sent by facsimile transmission if an additional notice is also given under (i), (ii) or (iii) above within three days thereafter. Any such notice or communication shall be directed to a party at its address set forth or at such other address as may be designated by a party in a notice given to all other parties hereto in accordance with the provisions of this Section.

For the Company:

Mr. Kurt M. Swenson

Chairman of the Board and Chief Executive Officer

Rock of Ages Corporation

369 North State Street

Concord, NH 03301

Telephone: (603) 225-8397

Telecopy: (603) 225-4801

with a copy to:

Michael Tule, Esq.

Vice President and General Counsel

Rock of Ages Corporation

369 North State Street

Concord, NH 03301

Telephone: (603) 225-8397

Telecopy: (603) 225-4801

For the Employee:

Mr. John E. Keith

169 Forest Hill Road

Hodgenville, KY 42728

Telephone: (502) 358-4035

with a copy to:

J. David Smith Jr., Esq.

Stoll, Keenon & Park, LLP

201 East Main Street, Suite 1000

Lexington, KY 40507-1380

Telephone: 859-231-3000

Telecopy: 859-253-1093

17. Assignment. The rights and obligations of Company together with its obligations and all of the Employee's covenants and agreements hereunder may be assigned by Company to any third party by operation of law or by contractual assignment; and upon such assignment Company shall be relieved of all of its obligations, agreements, duties and covenants hereunder. The rights and obligations of the Employee under this agreement are not assignable.

18. Complete and Entire Agreement. This agreement contains all of the terms agreed upon by the parties with respect to the subject matter hereof and supersedes all prior agreements (including, without limitation the Employment Agreement dated 24 October 1997), representations and warranties of the parties as to the subject matter hereof.

19. Amendments. This agreement may be amended, or any provision of the agreement may be waived, provided that any such amendment or waiver will be binding on the parties only if such amendment or waiver is set forth in a writing executed by all parties hereto. The waiver by any party hereto of a breach of any provision of this agreement shall not operate or be construed as a waiver of any other breach.

20. Survival. Sections 7, 8, 9, 10, 11, 12, 13, 15, 16, 17, 18 and 20 shall survive expiration of the Term of this agreement and/or termination of Employee's employment under this agreement.

IN WITNESS WHEREOF, the parties hereto have executed this agreement, all as of the date first written above.

ROCK OF AGES CORPORATION

WITNESS:

By:

Kurt M. Swenson

Chairman of the Board and

Chief Executive Officer

WITNESS:

John E. Keith

SCHEDULE 4(b)

Keith Incentive Bonus Plan

The following incentive bonus plan is attached to and made a part of the Employment Agreement between the Company and John E. Keith, and the Employment Agreement between the Company and Roy H. Keith Jr., each dated January 1, 2001 (the "Keith Employment Agreements"), and it shall remain in effect during the Term of the Keith Employment Agreements. In the event that either John E. Keith or Roy H. Keith Jr.'s employment under the applicable Employment Agreement is terminated for any reason, this bonus plan shall be renegotiated in good faith between the remaining Keith and the Company to reasonably reflect the responsibilities of the remaining Keith.

For purposes of this incentive bonus plan, "EBIT" shall mean the annual operating income of the Keith Business Unit before interest and taxes, as determined by the President of the ROAC Corporate Group in accordance with generally accepted accounting principles, (including SAB 101 or other method prescribed by the Financial Accounting Standards Board, the Securities and Exchange Commission and/or the Company's independent certified public accountants to properly and conservatively reflect operating income from pre-need sales with deferred payments).

The Keiths (collectively and not singly) shall be entitled to an incentive bonus payment equal to 20% of annual EBIT in excess of $2,835,000 during the Term of the Keith Employment Agreements. The incentive bonus payment shall be calculated within 120 days of the close of the Company's fiscal year during each year of the Term, and the Company shall provide Employee with a written calculation of annual EBIT for the Keith Business Unit. Payment of the incentive bonus will be made at that time only to the extent that the Keith Business Unit's cash flow from operating activities exceeds the bonus payable, provided, however that an earned incentive bonus shall be paid in full not later than December 31 of the year following the close of the fiscal year the bonus is earned. The incentive bonus shall be paid in separate checks payable to each of John E. Keith and Roy H. Keith Jr. in such amounts as the Keith's shall designate so that the total of the checks equals the total incentive bonus payment.

EXAMPLE: For the year ending December 31, 2001, the Keith Business Unit annual EBIT is $2,200,000. No incentive bonus payment is earned for that year. For the year ending December 31, 2002, the Keith Business Unit annual EBIT is $3,200,000. The Keiths are collectively entitled to an aggregate incentive bonus payment equal to 20% of $365,000 ($3,200,000 less the $2,835,000 EBIT target) or $73,000, which must be paid in full not later than December 31, 2003. The Keiths may request the Company to issue two checks, one payable to John E. Keith, and one payable to Roy H. Keith Jr. in the amount of $36,500 each, or checks in any different amounts which collectively total $73,000.

The annual EBIT target shall be increased by 15% of the purchase price of any business or entity acquired by the Company at the request of or as approved by John Keith and included in the Keith Business Unit. The EBIT target will be increased on a pro rata basis in the year that such acquisition is added to the Keith Business Unit and will be increased by the full amount annual thereafter. The annual EBIT target shall likewise be subject to adjustment in any year where a business or property in the Keith Business Unit is sold or otherwise removed from the Keith Business Unit. In the event of such sale, the parties shall negotiate such adjustment in good faith, taking account of the timing of such sale or removal and the amount of annual operating earnings contributed by such business or property.

EXAMPLE: On March 30, 2002, the Company completes the acquisition of three cemeteries in southern Illinois for a total purchase price of $1,100,000, approved by John Keith, to be included in the Keith Business Unit. The annual EBIT target for the year ending December 31, 2002 will be increased by $123,750 to $2,958,750, calculated as follows:

Full EBIT Target Increase ($1,100,000 x 15%) $165,000

Pro Rata Adjustment Based on Days

Remaining in Current Year (275/365 or 75%) $123,750

Each subsequent year during the remaining Term the EBIT target will be increased by the full $165,000 ($1,100,000 x 15%) to $3,000,000.

EXHIBIT 10.8

AGREEMENT

by and between

Rock of Ages Corporation

and

United Steelworkers of America, AFL-CIO-CLC

May 2, 2000

TABLE OF CONTENTS

AGREEMENT 1

ARTICLE 1 Term 1

ARTICLE 2 Hours of Work - Overtime 1

2.1 Regular Hours 1

2.2 Maintenance Men 2

2.3 Saturday and Sunday Pay 2

2.4 Extra Shift 2

2.5 Miscellaneous 3

ARTICLE 3 Layoff Job Opportunity 3

3.1 Layoff Job Opportunity 3

ARTICLE 4 Wages 4

4.1 Wage Increases and Minimum Wages 4

4.2 Employment 6

4.3 Wage Negotiations 6

4.4 Wage Adjustment 6

4.5 Transfers 6

4.6 Infirm Employees 7

4.7 Payment of Wages 7

4.8 Workers' Compensation 7

4.9 Jury Duty 7

ARTICLE 5 Military Service 8

5.1 Military Service 8

ARTICLE 6 Holiday Pay 8

6.1 Paid Holidays 8

6.2 Eligibility 9

6.3 Holiday Work 9

6.4 Holiday Change 9

6.5 Holiday Premium 10

ARTICLE 7 Vacations 10

7.1 Vacation Period 10

7.2 Vacation Payments 10

7.3 Requirements 11

7.4 Amount of Vacation 12

7.5 Severance of Employment 14

ARTICLE 8 Bereavement/Birth of a Child 14

8.1 Five (5) Day Bereavement 14

8.2 Three (3) Day Bereavement 15

8.3 Internment 15

8.4 One (1) Day Bereavement 15

8.5 Birth or Adoption of a Child 15

ARTICLE 9 Insurance 15

9.1 Insurance 15

9.2 Benefits 15

9.3 Contributions 17

9.4 Disability 18

9.5 Retired Employees 18

9.6 Consultant 18

9.7 Insurance Objectives 19

9.8 Delinquency 19

ARTICLE 10 Pension Plan Agreement 19

10.1 Merger of the Pension Plan 19

10.2 Incorporated Documents 19

10.3 Contribution Rate 19

10.4 Covered Employees 20

10.5 Hours Worked 20

10.6 Payment of Contribution 20

10.7 Coverage - Newly Hired Employees Not Previously Covered .20

10.8 Coverage - Newly Hired Employees Who Were Previously Covered 20

10.9 Contribution Reports and Data 20

10.10 Delinquent Employers 21

ARTICLE 11 401K Plan 21

11.1 401K Plan 21

ARTICLE 12 Notices 21

12.1 Bulletin Boards 21

12.2 Holiday Notice 21

12.3 Emergencies 22

12.4 Plant Bidding 22

12.5 Union Postings 22

ARTICLE 13 Layoff, Recall, Reinstatement After On-the-Job Injury 22

13.1 Layoff and Recall 22

13.2 Layoffs 23

13.3 Layoff Job Opportunity 23

13.4 Seniority 24

13.5 Seniority Roster 24

ARTICLE 14 Union Security 24

14.1 Union Security 24

ARTICLE 15 Check-off 25

15.1 Check-Off 25

15.2 Union Copy 25

15.3 Dues Penalty 25

15.4 Journeyman Dues 25

15.5 Sign-Ups 25

ARTICLE 16 Dispute Settlement 25

16.1 Dispute Settlement 25

16.2 Company Grievances 26

16.3 Signed Grievances 27

16.4 Rules 27

ARTICLE 17 Plant Access 27

17.1 Plant Access 27

ARTICLE 18 Nondiscrimination 28

18.1 Non Discrimination 28

ARTICLE 19 Public Insurance 28

19.1 Reinstatement to Job 28

19.2 Unemployment/Workers Compensation 28

ARTICLE 20 Mutual Cooperation 28

20.1 Mutual Cooperation 28

ARTICLE 21 Labor Management Team 29

21.1 Labor-Management Team (LMT) 29

ARTICLE 22 Safety Measures 30

22.1 Safety Glasses 30

22.2 Miscellaneous 30

22.3 Plant Heat 31

22.4 Consultation and Enforcement 31

22.5 Legal Obligations 31

ARTICLE 23 Probationary Period 31

23.1 Probationary Period 31

ARTICLE 24 Apprentices 32

24.1 Apprentices 32

24.2 Reduction of Work 32

24.3 Apprentice Wages 32

ARTICLE 25 Leaves of Absence 32

25.1 General Leave of Absence - Leave 32

25.2 Union Leave 32

25.3 Presidential - Executive Board Leave 33

ARTICLE 26 Discipline/Discharge 33

26.1 Discipline/Discharge 33

26.2 Written Warnings 33

ARTICLE 27 Interdivisional Maintenance Work 33

27.1 Interdivisional Maintenance Work 33

ARTICLE 28 Subcontracting 34

28.1 Subcontracting 34

SIGNATURES 35,36

CALENDAR OF HOLIDAYS 37

AGREEMENT

Agreement entered into as of May 2, 2000 by and between the ROCK OF AGES CORPORATION of Graniteville, Vermont (the Company) its successors and assigns and the UNITED STEELWORKERS OF AMERICA, AFL-CIO-CLC on behalf of USWA Amalgamated Local #4 (the Union). In consideration of the mutual covenants herein contained, it is agreed as follows:

ARTICLE 1

Term

This Agreement shall be effective April 29, 2000 and shall continue in full force and effect through April 25, 2003 and from year to year thereafter, unless either party gives notice to the other, not less than sixty (60) days prior to April 25, 2003 or prior to April 30 of any year thereafter, that it desires to alter, amend or terminate any or all of the terms hereof.

ARTICLE 2

Hours of Work - Overtime

2.1 Regular Hours

(a) Eight (8) hours shall constitute a day's work, five (5) days shall constitute a week's work, Monday to Friday inclusive. Daily working hours will begin no earlier than 7:00 a.m. and end no later than 3:30 p.m., except as modified pursuant to either of the following paragraphs:

(i) The above schedule of working hours may be changed for seasonal and other reasons by mutual agreement, provided, however, that between January 1 and March 15, an eight (8) hour shift to end no later than 5:00 p.m. can be established for all employees of a saw plant or for the sawyers in a manufacturing plant having a saw which is subject to outdoor weather for periods during which the employer has a reasonable expectation that inclement weather will otherwise adversely affect his operations.

(ii) If the Company desires to change the regular daily working hours to begin no earlier than 7:30 a.m. and to end no later than 5:00 p.m. during the period in which Eastern Standard Time is in effect, the Company has the option to make such change if a majority of the employees represented by this Union and a majority of its employees represented by any other local Union, voting separately in a vote conducted by the respective Union representatives, approve that change in hours.

(b) All work done outside the working hours as prescribed above and work done during the regular lunch period shall be paid at time and one-half.

(c) Overtime will be distributed as equitably as is practicable and will be assigned to employees based on such factors as who regularly works in the areas, who regularly performs the work and special circumstances. Refusal of overtime shall not preclude a man from future overtime. However, any refused hours will be included when determining equitable distribution.

Whenever possible, weekday overtime requests will be made no later than noon on the preceding day, and weekend requests will be made by noon on Thursday.

(d) An employee and an employer may, by mutual agreement, arrange a schedule for the employee which differs from the general schedules set forth in this Article. The Union will be notified of such arrangement. No such arrangement shall extend for more than two (2) weeks unless approved by the Union.

2.2 Maintenance Men

The working day for maintenance men, regularly employed as such, shall be of eight (8) hours' duration to be worked between 7:00 a.m. and 3:30 p.m. and the working week shall be of forty (40) hours' duration to be worked from Monday to Friday, inclusive. The overtime rate shall be at time and one-half for all hours worked over any continuous eight (8) hour period, excluding lunch hour. The lunch hour of thirty (30) minutes is to be taken at the option of the employee.

2.3 Saturday and Sunday Pay

All work done on Saturday shall be paid at time and one-half. Work shall be regarded as being performed on Saturday only if an employee's shift begins on Saturday. Work done on Sunday shall be paid at double time.

2.4 Extra Shift

(a) It is agreed that the Company shall have the privilege of operating three (3) shifts. One (1) shift is to be the established working day and to be paid as per Article 4 of this Agreement. The second (2nd) and third (3rd) shifts shall be of eight (8) hours' duration including a one-half (1/2) hour meal period which will be paid. In addition to payment for work performed in accordance with Article 4 of this Agreement, employees and apprentices working on the second (2nd) shift shall receive a shift premium of One Dollar and Fifty Cents ($1.50) per hour and employees and apprentices working on the third (3rd) shift shall receive a shift premium of One Dollar and Fifty Cents ($1.50) per hour. As of May 2, 2000, any employee making less than the new shift premium will be brought up to the new shift premium level and employees making more than the new shift premium will remain at their current shift premium.

(b) The Company shall not require any employee to work alone unless a telephone is readily available on the premises and a beeper with an automatic safety call-in every fifteen (15) minutes unless deactivated by the employee.

2.5 Miscellaneous

(a) Saturday Work. It is mutually agreed that work done on Saturday by grouters, tool grinders and saw helpers shall not include any lumping, boxing, running of derricks or mechanical repair work.

(b) Regular Lunch Period. No work is to be done during the regular lunch period except in a case of emergency where it is necessary. If the Company desires to change the regular lunch period from one (1) hour to one-half (1/2) hour, the Company has the option to make such change if a majority of the employees represented by this Union and a majority of the employees represented by any other local Union, voting separately in a vote conducted by the respective Union representatives, approve that change in hours.

(c) Notice of Absence. Employees are obligated to give notice, as soon as possible, to the Company on the day they are unable to report for work. This should be done as soon as possible and include the reason for absence or lateness. An absence for three (3) consecutive scheduled workdays without notifying the Company will subject the employee to discipline, up to and including discharge.

(d) Report Pay. In the absence of a notice not to report to work, should any employee report to work and be discharged before work begins or during the first two (2) hours of the day, he shall be paid no less than two (2) hours' pay.

(e) In assigning employees to work on the second (2nd) and/or third (3rd) shift, the Company shall first seek volunteers with preference being given on the basis of length of service (seniority) with the Company subject to demonstrated ability to perform the work on those shifts. If there are not sufficient volunteers, employees shall be assigned on the basis of inverse seniority, subject to demonstrated ability to perform the work on those shifts.

ARTICLE 3

Layoff Job Opportunity

3.1 Layoff Job Opportunity

In the event of a layoff of employees covered by this contract and if the Company has need for additional manpower in any of its other divisions in Barre or Bethel, the Company will offer these positions to the laid-off employees by seniority subject to ability and physical fitness and a sixty (60) day probationary period. The employee selected may accept the position offered or elect to take the layoff. During the probationary period, the successful employee may revert to layoff status at his option. If the position available is covered by a different contract, the employee shall not be required to change groups unless he is not returned to his former position within twelve (12)

months. The employees shall suffer no loss of seniority for such assignment when he is returned to his former position. Employees will be returned to their former positions by seniority if and when work becomes available.

It is contemplated that the employees choosing to work in a new division will be assigned entry level positions. If the employee is assigned to a classification higher than laborer, grouter, plant sweeper, tool grinder or quarryman, the employee shall not hold the position for more than sixty (60) days without the consent of the Union. Those accepting assignment in another division will be the lowest in seniority in that division. If an employee does not honor a recall notice to his former position, or is employed in the new division for more than twelve (12) months, his seniority in his prior division shall be lost and his seniority date in his new division shall be his start date with that division except if otherwise agreed by the Company and Union.

The Company and the Union agree that as a new and untested provision, either the Union or the Company may cancel this provision with thirty (30) days' prior written notice of cancellation.

ARTICLE 4

Wages

4.1 Wage Increases and Minimum Wages

(a) Effective May 1, 2000 each employee in the bargaining unit shall receive the following minimum wage rates:

May 1, 2000

Group A

Drivers-Permanently assigned over-the-road

(Barre area), 10-wheel, carrying blocks

or slabs over 15 tons, with a majority of

time spent in such over-the-road driving ........................................................$14.75

Group B

Maintenance ....................................................................................................$14.55

Group C

Lumpers, Boxer/Washstand,

Fork lift operators, Yardman, Shipper,

Light Truck Drivers .........................................................................................$14.45

Group D

Grouter, Plant Sweeper, Tool Grinder, Saw Helper ........................................$14.20

Note: all existing employees grandfathered at existing pay levels if over new minimums.

(b) Effective April 30, 2001 each employee in the bargaining unit shall receive a wage increase of forty cents ($.40) per hour, and the minimum wage rate shall be as follows:

April 30, 2001

Group A

Drivers-Permanently assigned over-the-road

(Barre area), 10-wheel, carrying blocks

or slabs over 15 tons, with a majority of

time spent in such over-the-road driving .....................................................$15.15

Group B

Maintenance .................................................................................................$14.95

Group C

Lumpers, Boxer/Washstand,

Fork lift operators, Yardman, Shipper,

Light Truck Drivers .....................................................................................$14.85

Group D

Grouter, Plant Sweeper, Tool Grinder, Saw Helper ....................................$14.60

(c) Effective April 29, 2002 each employee in the bargaining unit shall receive a wage increase of forty cents ($.40) per hour, and the minimum wage rates shall be as follows:

April 29, 2002

Group A

Drivers-Permanently assigned over-the-road

(Barre area), 10-wheel, carrying blocks

or slabs over 15 tons, with a majority of

time spent in such over-the-road driving .....................................................$15.55

Group B

Maintenance .................................................................................................$15.35

Group C

Lumpers, Boxer/Washstand,

Fork lift operators, Yardman, Shipper,

Light Truck Drivers .....................................................................................$15.25

Group D

Grouter, Plant Sweeper, Tool Grinder, Saw Helper ....................................$15.00

(d) Apprentice wage rates shall be the following percentage of the applicable journeyman rate:

Start: 70% After 6 months: 90%

After 3 months: 80% After 1 year: 100%

4.2 Employment

It is mutually agreed and understood between the Company and the Union that employment on a weekly basis shall not be permitted in any plant covered by this Agreement.

4.3 Wage Negotiations

It is mutually agreed by both parties that types of labor performed for which no classification or minimum wage rates have been fixed can at any time be opened by either party and submitted to the Labor Management Team (LMT) of the Union and the Company. The decisions of the LMT under this Article shall be subject to ratification by the Company and the Union. If the LMT fails to agree or if the Agreement is not ratified by both parties, either party may invoke arbitration within twenty (20) calendar days after the LMT has failed to agree or the parties have failed to ratify, as the case may be. The arbitration procedure will otherwise be in accordance with Article 16.1 beginning at Step 4.

4.4 Wage Adjustment

If at any time during the existence of this Agreement an increase should be granted, any employee receiving more than the minimum wage as provided in this Agreement should receive the same wage adjustments but for no reason shall his wages be reduced before making said adjustments.

4.5 Transfers

When a employee, except an apprentice, is required to fill the place of another employee receiving a higher rate of wages, under Article 4, he shall receive the higher contract rate while performing these duties, but if required to fill the place of another employee receiving a lower rate, for a period of thirty (30) days his rate will not be changed.

The Union understands that there is a need for flexibility within the Company to assure for an efficient operation. The Company and Union agree that the Company may assign employees from one plant to work "temporarily" in another plant. The word "temporary" is understood and agreed to mean the limited covering for sickness, vacations, injuries, operational emergencies and/or the scope and/or the duration of a particular project or projects. It is not the intent of the Company to use temporary assignments as a means to replace or displace an employee in one plant with an employee from another plant. In the event the Union believes that the Company has not complied with this provision, the Union may bring the situation in question to the Labor-Management Team ("LMT") for resolution. If the matter cannot be resolved by the LMT, the Union shall have the right to grieve it.

4.6 Infirm Employees

4.7 Payment of Wages

(a) Wages may be paid by cash or check in an envelope at the option of the Company. In the event of a default in payment of such check by the Company, such option shall be revoked and payment shall thereafter be in cash. Wages to be paid in full weekly and within five (5) days of the time they become due, and to be paid during working hours; not more than five (5) days to be retained.

(b) Any employee discharged shall receive his pay immediately. Any employee leaving shall notify the Company and having complied with this requirement shall receive his pay in cash or check on the regular pay day for the week of separation in person or by mail at the option of the employee.

(c) The Company shall be required to furnish employees with written information weekly which shall designate the total earnings, total withholdings, number of hours worked at straight time and number of hours at overtime and rate of pay.

4.8 Workers' Compensation

If an employee has to leave work because of a workers' compensation injury and is unable to return, he shall suffer no loss of straight time pay for that day.

4.9 Jury Duty

An employee who is required to report for jury duty on a day when he otherwise would have worked shall receive regular straight-time pay for up to a maximum of thirty (30) days per calendar year. The Company can require verification of jury duty served. It is understood that if an employee is released from jury duty so that he can reasonably report for work at least three (3) hours before the end of his scheduled shift, he must report for work that day.

ARTICLE 5

Military Service

5.1 Military Service

Employees' rights shall not be forfeited because of service with the Government during national emergencies. The Company agrees to abide by national laws covering rehiring of veterans.

ARTICLE 6

Holiday Pay

6.1 Paid Holidays

(a) The nine (9) paid holidays shall be: the day preceding Town Meeting Day, Town Meeting Day, Memorial Day, July Fourth, Labor Day, Veterans' Day, Thanksgiving Day, Friday after Thanksgiving Day and Christmas Day, and shall be paid regardless of whether the holiday falls on a Saturday or Sunday. In addition, there shall be a paid holiday for New Year's Day, subject to the following terms and conditions. To be eligible for this holiday, an employee must satisfy all eligibility requirements of this Article. In addition, the employee must work during the week in which the New Year's holiday falls. Payment of the Christmas holiday does not affect eligibility for the New Year's holiday. There shall be a paid holiday for Rock of Ages Employee Appreciation Day to be observed by all employees on the Tuesday following Labor Day holiday. The holidays will be observed during the term of this contract on the dates shown on the attached Calendar of Holiday Observances.

(b) If a holiday falls on Saturday or Sunday, it shall be observed on the following Monday, in accordance with the holiday calendar attached hereto.

(c) Employees who are laid off during either of the weeks in which Town Meeting days or Thanksgiving falls shall not be eligible for holiday pay in those weeks. Instead, such employees must as individuals report to work on the first (1st) work day following the conclusion of any such layoff and such employees may collectively and mutually agree with the Company on days when they will, as a group, take personal days off with pay if they were otherwise eligible for the holiday pay. Such personal days must be taken within thirty (30) days after the first work day following the conclusion of the layoff in question and if mutual agreement is not reached, the employees will receive pay in lieu of any holidays to which they were entitled.

(d) An employee absent because of an off-the-job accident or sickness who is receiving sickness and accident benefits, will be paid his regular-wage holiday pay in lieu of his daily sickness and accident benefit.

6.2 Eligibility

(a) The employee must have at least thirty (30) working days accumulated service to be eligible for paid holidays. After completing thirty (30) working days' service any paid holiday that fell within the thirty (30) working day period becomes payable. If an employee quits before he has accumulated thirty (30) working days' service, no holiday pay is due. If he is laid off or is discharged through no fault of his own before he has accumulated thirty (30) working days' service, any holiday which fell within the period of his employment and discharge becomes due and payable.

(b) Subject to the provisions of 6.1 (c), any employee who works to within four (4) working days of a paid holiday and who has thirty (30) working days' accumulated service with the Company and is then discharged or laid off will receive nevertheless the holiday pay.

(c) When a holiday falls in an employee's vacation week, the employee shall receive pay for that day at straight time in addition to vacation pay.

(d) During the week of a paid holiday, the employee must work a minimum of a full scheduled work week excluding the holiday or holidays less one (1) scheduled workday. Exceptions to the above ruling can be made only by prior arrangements with the Company. Sickness during the week of a holiday shall not disqualify an employee if he has notified the Company.

(e) No employee shall be entitled to the holiday pay as provided in this Article if such employee is not working and is receiving compensation or benefits during such period in which he is not working, whether he is receiving such compensations or benefits under the State Unemployment Compensation Act, State Workers Compensation Act , Granite Group Insurance Trust, or from any similar source to which the Company contribute except as provided for under Article 6, subsection 6.1(d). Apprentices are eligible for paid holidays.

6.3 Holiday Work

Work done on the following holidays, namely, January 1st, the day preceding Town Meeting Day, Town Meeting Day, Memorial Day, July Fourth, Labor Day, Employee Appreciation Day, Veterans Day, Thanksgiving Day, Friday after Thanksgiving Day and Christmas Day, shall be paid as double time.

6.4 Holiday Change

In the event of a state or federal law affecting the date on which holidays are celebrated, the parties hereto will negotiate with respect to appropriate changes in this Article with the understanding that the number of holidays shall remain the same as set forth above.

6.5 Holiday Premium

Any paid days off to which an employee is entitled under this Article shall include second (2nd) and/or third (3rd) shift premiums, as the case may be, if the employee is assigned to such shift on the day(s) for which he is entitled to such pay.

ARTICLE 7

Vacations

7.1 Vacation Period

(a) The vacation period shall be May 1 to April 30, subject to the following conditions: In the event of a shutdown, the employee can defer his vacation to another date mutually agreed upon with his employer, in which case the Company shall notify the Union of the employees' names and deferred vacation dates; if there is a conflict in dates among employees seeking the same vacation time, seniority shall govern unless the Company can show that the senior employee's presence in the requested period is indispensable. Employees who are entitled to vacation who are scheduled to perform maintenance work may schedule and take vacations in accordance with existing practices. (The practice of permitting an employee to take a leave of absence without pay will be continued.)

(b) An employee must take at least one (1) week's vacation away from the job per contract year unless otherwise mutually agreed by the Company and the employee and approved by the Union.

(c) Employees must apply for vacations in writing prior to May 1. Written rejection stating the reason why in accordance with 7.1(a) shall be returned to the employee by June 1st or the vacation requested shall be deemed approved.

(d) Subject to the advance approval of management (which approval shall not be unreasonably withheld), employees may occasionally take one-half (1/2) day of vacation. Half-days cannot be scheduled on the annual vacation calendar.

7.2 Vacation Payments

(a) Payments of vacation pay to employees will be made in advance. If an employee is permanently laid off or resigns, vacation pay or fraction thereof shall be payable in cash or check on the regular pay day for the week of separation.

7.3 Requirements

(a) Vacations will be granted to employees who have fulfilled the following requirements prior to May 1:

(i) An employee must have worked ninety percent (90%) or more of the regular hours worked by the plant during his period of employment for the twelve (12) months preceding May 1, the start of the vacation period, to be eligible for full vacation earned.

(ii) Three-fifths (3/5ths) of full vacation earned if employee has worked eighty percent (80%) of the plant hours scheduled.

(iii) No vacation earned if employee has worked less than eighty percent (80%) of the plant hours scheduled.

(iv) Overtime hours worked shall be included in determining whether an employee has met the requirements of subsections (i) and (ii).

(v) For apprentices, vacation accruals will begin once the employee has been with the Company for three (3) months and will be retroactive to his date of hire.

(b) For the purpose of determining whether the requirements above have been fulfilled and in computing the amount of vacation to which an employee is entitled under Section 7.4 below, the following additional rules shall govern:

(i) Temporary layoff of sixty (60) days or over, USWA strike time or shutdowns due to business conditions do not count as earned time but do not terminate length of accumulated service. Permanent layoff, resignation, or discharge breaks length of service. If an employee is temporarily laid off and later asked to return to work with a guarantee of at least three (3) months' work and refuses to do so, then this constitutes a break in his length of service. If he is employed at a later date, it will be necessary to begin anew to build up years of service and earned time. Example: A man works two (2) years for one (1) employer and then is laid off for a period of nine (9) months. At the end of nine (9) months he returns to work for the same employer and works two (2) more years. His earned time is four (4) years.

(ii) An employee who has been employed by the Company for at least six (6) months shall be credited with up to a maximum period of one (1) year, time lost by employee's sickness or accident or absence sanctioned by management in writing, as earned timed and accordingly the employee will be paid vacation pay.

Example: A man works two (2) years and three (3) months for one (1) employer and then is absent from work for nine (9) months because of sickness. At the end of the nine (9) months' sickness, he returns to work. The earned time is three (3) years. If, after receiving vacation pay he then only works another two (2) months, he is entitled to two-twelfths (2/12ths) of two (2) weeks' vacation; six (6) months, six-twelfths (6/12ths) of two (2) weeks, and so forth.

7.4 Amount of Vacation

Vacations will be granted to employees as follows:

(a) First (1st) Week. One (1) week's vacation or fraction thereof will be granted employees with less than one (1) year of industry service on May 1 based upon the number of months he has been employed in accordance with the table below. This will establish him on a May 1 to May 1 basis for future vacation calculations.

Length of Industry Service Vacation

1 mo. 1/12 of a week 3.3 hours

2 mos. 2/12 of a week 6.6 hours

3 mos. 3/12 of a week 10.0 hours

4 mos. 4/12 of a week 13.3 hours

5 mos. 5/12 of a week 16.5 hours

6 mos. 6/12 of a week 20.0 hours

7 mos. 7/12 of a week 23.1 hours

8 mos. 8/12 of a week 26.4 hours

9 mos. 9/12 of a week 30.0 hours

10 mos. 10/12 of a week 33.0 hours

11 mos. 11/12 of a week 36.3 hours

12 mos. 1 week 40.0 hours

(b) Second (2nd) Week. Employees with one (1) or more years of industry service on May 1 shall be entitled to two (2) weeks' vacation or any fraction thereof computed in accordance with the following table:

Length of Industry Service Vacation

1 mo. 1/12 of 2 weeks 6.6 hours

2 mos. 2/12 of 2 weeks 13.3 hours

3 mos. 3/12 of 2 weeks 20.0 hours

4 mos. 4/12 of 2 weeks 26.6 hours

5 mos. 5/12 of 2 weeks 33.3 hours

6 mos. 6/12 of 2 weeks 40.0 hours

7 mos. 7/12 of 2 weeks 46.6 hours

8 mos. 8/12 of 2 weeks 53.3 hours

9 mos. 9/12 of 2 weeks 60.0 hours

10 mos. 10/12 of 2 weeks 66.6 hours

11 mos. 11/12 of 2 weeks 73.3 hours

12 mos. 2 weeks 80.0 hours

(c) Third (3rd) Week. Employees will be granted a third (3rd) week's vacation or fraction thereof computed on a May 1 to May 1 basis beginning with the second (2nd) May of his continuous employment in the industry as follows:

2nd May - 1 day - 8 hours

3rd May - 2 days - 16 hours

4th May - 3 days - 24 hours

5th May - 1 week - 40 hours

Payment for such third (3rd) week's vacation or fraction thereof will be paid in accordance with Section 7.2 of this Article.

(d) Fourth (4th) Week. Employees will be granted a fourth (4th) week's vacation computed on a May 1 to May 1 basis beginning with the twenty-fifth (25th) May of his continuous employment with the Company. Payment for such fourth (4th) week of vacation shall be in accordance with 7.2(a).

Employees will be granted a fourth (4th) week's vacation or fraction thereof computed on a May 1 to May 1 basis beginning with the twenty-first (21st) May of his continuous employment with the Company as follows:

21st May - 1 day - 8 hours

22nd May - 2 days - 16 hours

23rd May - 3 days - 24 hours

24th May - 4 days - 32 hours

25th May - 5 days - 40 hours

(e) Such vacation (time off) or vacation pay shall be paid at the straight time hourly rate of pay in effect for said employees at the time of taking vacation or receiving fractional vacation pay upon separation from employment. In figuring all earned vacation, a percentage of the regular straight time hours worked during the year preceding May 1 will be used to determine the vacation pay. Overtime is not to be used in computing vacation time.

Vacation pay and vacation bonuses shall include shift premiums for employees regularly assigned to the second (2nd) or third (3rd) shifts, as the case may be, when such vacation or bonus

pay becomes due and payable.

(f) For the purpose of this Article, an employee's industry service shall be deemed terminated in the event the employee voluntarily leaves the industry.

(g) For the purpose of computing vacation pay or fractions thereof, an employee hired on or before the fifteenth (15th) day of a month shall be credited with the full pro rata vacation pay otherwise attributed to that month, and an employee hired after the fifteenth (15th) day of a month shall not be credited with any pro rata vacation pay for that month. An employee whose employment terminates on or after the fifteenth (15th) of the month shall be credited with full pro rata vacation pay otherwise attributable to that month. An employee whose employment terminates before the fifteenth (15th) of the month shall not be credited with pro rata vacation pay for that month.

EXAMPLE: A man comes to work on February 13, 1980. On May 1, 1980 he has completed three (3) months of employment and he is entitled to fractional vacation pay of three-twelfths (3/12ths) of one (1) week. On May 1, 1981, the second (2nd) May of his employment, he is entitled to two (2) weeks' vacation pay payable at vacation time and one (1) day of vacation payable on the fourth (4th) regular pay day after his return to work. On May 1, 1982, he would be entitled to two (2) weeks and two (2) days; May 1, 1983 -two (2) weeks and three (3) days; and May 1, 1984 - three (3) weeks. It is assumed in this example that the man worked at least ninety percent (90%) of the scheduled hours worked by the plant during each of the applicable twelve (12) month periods. If he has worked eighty percent (80%) of the time, he will receive three-fifths (3/5ths) of the vacation pay otherwise due.

7.5 Severance of Employment

A new employee or an employee who is laid off, discharged or quits is to be allowed the vacation benefit to which he is entitled under Section 7.4 above, prorated according to his months of service; for example, one (1) month = 1/12th; three (3) months = 3/12ths; ten (10) Months = 10/12ths; etc. Employees discharged for cause shall not be eligible for pro rata vacation.

ARTICLE 8

Bereavement/Birth of a Child

8.1 Five (5) Day Bereavement

In the event an employee suffers the death of his child/stepchild, spouse, mother or father, and the funeral and its arrangements occur during the employee's scheduled workdays, the employee shall be allowed up to five (5) days off with pay, at his rate of pay.

8.2 Three (3) Day Bereavement

In the event an employee suffers the death of his brother, sister, stepmother, stepfather, spouse's father, spouse's mother, grandchild, and the funeral and its arrangements occur during the employee's scheduled workdays, the employee shall be allowed up to three (3) days off with pay, at his rate of pay. In the event an employee suffers the death of his spouse's stepmother or stepfather and the funeral and its arrangements occur during the employee's scheduled workdays, the employee shall be allowed up to three (3) days off with pay, at his rate of pay.

8.3 Internment

If interment is postponed to a later date and occurs during the employee's scheduled work day, the employee may take one (1) of the three (3) foregoing days off with pay on the day of interment.

8.4 One (1) Day Bereavement

If an Employee attends the funeral of a significant other, an in-law, grandparent or the grandparent of his spouse or his spouse's brother or sister and it takes place on a day when he otherwise would have worked, he shall not suffer a loss of any straight time pay for that day.

8.5 Birth or Adoption of a Child

An employee will be entitled to one (1) day off with pay for the birth of the employee's biological child or the day of adoption of a child.

ARTICLE 9

Insurance

9.1 Insurance

The Company agrees to provide group insurance to employees and dependents as set forth herein.

9.2 Benefits

(a) The health and welfare plan administered by the Company or its administrator as selected by the Company shall provide for benefits as follows:

(i) Group Term Life Insurance - $50,000 effective May 1, 2000, $55,000 effective May 1, 2001, and $60,000 effective May 1, 2002.

(ii) Sickness and Accident Insurance - $310.00 per week effective May 1, 2000; $315.00 per week effective May 1, 2001; and $320.00 per week effective May 1, 2002 for fifty-two (52) weeks with a Social Security offset for the last twenty-six (26) weeks thereof; eligibility commences on the first (1st) day of accident or hospitalized sickness and the fifth (5th) day of non-hospitalized sickness. If an employee qualifies for sickness and accident insurance because of five (5) days of non-hospitalized sickness and remains qualified for at least one (1) additional week, the Company will pay the employee the current rate for the unpaid five (5) day qualifying period.

(iii) Accidental Death or Dismemberment Insurance - maximum $50,000 effective May 1, 2000, $55,000 effective May 1, 2001 and $60,000 effective May 1, 2002.

(iv) Paid-up Term Life Insurance.

(1) Employees with ten (10) or more years of service retiring on a regular pension will be given a $6,000 term insurance policy or other funding mechanism on terms satisfactory to the Union.

(2) Employees with ten (10) or more years of service retiring on an early retirement pension will be covered by a regular $6,000 term insurance policy or other funding mechanism on terms satisfactory to the Union; or until age sixty-five (65) when it will be eliminated and replaced by a $6,000 term insurance policy or other funding mechanism on terms satisfactory to the Union.

(3) Any employee with ten (10) or more years of service becoming totally disabled after May 1, 1981 will continue to receive coverage for the full amount of life insurance then in effect until he becomes substantially employed, as determined by the Company and Union at which time the insurance will be eliminated completely; or until age sixty-five (65) when it will be eliminated and replaced by a $6,000 term insurance policy or other funding mechanism on terms satisfactory to the Union.

(4) The full amount of life insurance shall apply to employees with at least ten (10) years service, and the amount of insurance shall be prorated down by years of service for employees with less than ten (10) years of service.

(v) Health Insurance - The Company shall provide two (2) health insurance plans equivalent to the Blue Cross Vermont Health Partnership (VHP) and the Blue Cross JY Plan, subject to the following general conditions:

(1) The employee has the option of selecting the VHP or JY plan, without any pressure to select either option.

(2) There shall be two (2) periods of open enrollment in the first (1^st) year, one each year thereafter.

(3) The contracts shall continue to be a level of benefits contract, requiring that JY level of benefits will be made available to all employees, and allowing VHP as an optional level of benefits that can be offered by the Company for those who select.

(4) Changes to either plan can be implemented at any time only when mutually agreed upon between both labor unions and management. Other insurers and third party administrators can be used as long as there is no reduction in benefit level at the time of change, and only with the mutual agreement of both unions and management.

(5) Employees selecting the JY plan shall be required to pay seventeen percent (17%) of the premium. Employees selecting VHP shall be required to pay twelve percent (12%) of the premium.

(6) There shall be a dental plan, with one hundred percent (100%), sixty percent (60%) and zero percent (0%) coverage at the level of benefits described on the Delta quote provided to all employees who obtain health insurance under VHP. The employee contribution to the premium shall be twelve percent (12%).

(7) There shall be a vision plan at the level of benefits described as Vision Service Plan "A" with a Twenty Dollar ($20.00) per year eye exam and Twenty Dollar ($20.00) every two (2) year material charge made available to all employees who obtain health insurance on both JY and VHP plans. Employees on the JY Plan will pay seventeen percent (17%) of the premium and employees on the VHP Plan shall pay twelve percent (12%) of the premium.

(b) The insurance benefits which are provided for by the Company shall be described in a brochure which shall be distributed to employees by the Company. The terms and conditions under which such benefits are provided are governed by insurance agreements between the Company and its insurance carriers.

9.3 Contributions

The Company shall maintain life insurance coverage for three (3) months and shall continue its contributions for the health insurance coverage of a laid-off employee for three (3) calendar months (provided the employee makes his contribution if any is required). If the employee is laid off on or before the fifteen (15th) of a month, that month shall be considered the first of the three (3) months; and if the employee is laid off after the fifteenth (15th) of a month, the following calendar month shall be considered the first (1st) of the three (3) months. If an active employee dies, the Company will continue health insurance coverage for qualifying survivors (if any) for a period of three (3) months at no cost to said survivor(s). This provision shall not apply to employees on layoff, Workers Compensation, or sickness and accident insurance. To keep policies in force, both Company and employee must pay his share while the employee is off the job because of sickness and accident, strike or lockout or any other suspension in the industry beyond the control of either management or labor.

9.4 Disability

If an employee is permanently and totally disabled, the Company shall continue its contribution for up to six (6) months, as described in previous section "Contributions." Thereafter, the Company will provide such health insurance contributions (provided the employee makes his contribution, if any is required) for five (5) years from the date when he ceased to work due to such disability. At the end of such five (5) year period, the Company shall thereafter continue its contributions for individual coverage only, as long as the employee is permanently and totally disabled, or until he reaches age sixty-five (65), whichever occurs sooner; provided, that the Company will not make any contributions described in this subsection (a) during any period when the employee or his spouse is employed and group health insurance benefits are available to them, or after he reaches age sixty-five (65). The Company and the Union may amend this subsection in their discretion.

9.5 Retired Employees

Effective May 2, 1981, any employee who has retired between April 30, 1975 and April 28, 1990 under the provisions of the Barre Belt Granite Employer-Union Pension Plan shall be allowed to continue group insurance coverage in the amount of $3,000 of term insurance, subject to any applicable insurance carrier rules and regulations. The full cost of such coverage will be paid by the retired employee at the group rate applicable to the term life insurance including such insurance for retired employees being provided through the Company. The premium to be paid by such retired employee. The Company agrees to pay one (1) month's health care premium for each five (5) years of service with the Company, up to a maximum of two (2) month's premium.

9.6 Consultant

The Company is authorized to utilize the services of an impartial professional consultant as deemed necessary to advise concerning the proper operation of the insurance program.

9.7 Insurance Objectives

The parties agree to consider and implement by agreement health insurance cost containment measures with a view to improving and increasing the quality and efficiency of health care.

9.8 Delinquency

If the Company is delinquent more than thirty (30) days pursuant to this section; if the Union gives written notice to the Company of its intent to withhold the services of employees; and if the Company has not cured the delinquency by the appropriate payment or by entering into an arrangement satisfactory to the Trustees by the sixtieth (60th) day after the delinquency began; then the Union shall have the right to withhold the services of employees beginning on the sixtieth (60th) day of delinquency or fifteen (15) days after notice from the Union, whichever occurs later, if, and as long as, the Company is in violation of this section. For purposes of this paragraph, the Trustees shall be deemed to have delegated the judgment concerning whether the appropriate payment or a satisfactory arrangement has been reached to the Administrator. In addition, the Company shall be responsible for the payment of all wages (including interest at the legal rate in Vermont) that would have been earned in normal working hours during any strike called on account of delinquent contributions.

ARTICLE 10

Pension Plan Agreement

10.1 Merger of the Pension Plan

The Barre Belt Granite Employer - Union Pension Plan (the "Plan") has merged with and into the Steelworkers Pension Trust (the "Pension Trust") pursuant to the terms of a certain merger agreement (the "Merger Agreement") between the Plan and the Pension Trust, the terms of which are incorporate herein by reference. (Hereafter, the merger of the Plan and the Pension Trust is referred to as the "Merger".)

10.2 Incorporated Documents

This Article 10 incorporates by reference the terms of a Merger Agreement between the Plan and the Pension Trust, and the provisions of the documents governing the Pension Trust.

10.3 Contribution Rate

The month for which the contribution is due is referred to as the "benefit month" and the month prior to the benefit month is referred to as the "wage month." The Employer shall contribute to the Pension Trust each and every benefit month a sum of money equal to $1.20 per hour for each hour worked by all Covered Employees during the wage month. Effective April 30, 2001, the contribution shall increase to $1.25 per hour. Effective April 29, 2002, the contribution shall increase to $1.30 per hour.

10.4 Covered Employees

Covered Employees are all employees employed within the Union's Bargaining Unit who were actively employed by the Employer for any length of time during the wage month. The Employer is required to make a contribution to an employee whose employment is terminated during the wage month.

10.5 Hours Worked

The term "Hours Worked" means not only hours actually worked by Covered Employees, but also hours not actually worked but for which Covered Employees were paid because of vacation, holidays, jury duty or bereavement leave.

10.6 Payment of Contributions

Contributions are due from the Employer on the fifteenth (15th) day of the benefit month, commencing with the benefit month of February 1999 and each and every month thereafter so long as this agreement is in force.

10.7 Coverage - Newly Hired Employees Not Previously Covered

Newly hired employees not previously covered by the Pension Trust are not considered Covered Employees until the first day of the first calendar month immediately after the commencement of employment. Such calendar month is the new employee's first benefit month. The immediately preceding calendar month is the employee's first wage month.

10.8 Coverage - Newly Hired Employees Who Were Previously Covered

Newly hired employees previously covered by the Pension Trust are considered Covered Employees as of the first day of the first calendar month immediately after the commencement of employment. This calendar month is the employee's first benefit month and the immediately preceding calendar month is the employee's first wage month.

10.9 Contribution Reports and Data

The Employer shall transmit to the Pension Trust with each contribution a contribution report on the form furnished by the Pension Trust on which the Employer shall report the names, status, hire and termination dates as applicable, as well as the total hours paid to each covered employee during the wage month. The Employer shall provide a copy of this report to the Union. The Employer further agrees to supply to the Pension Trust such further information as may from time to time be requested by it in connection with the benefits provided by said Pension Trust to said employees, and to permit audits of its books and records by the Pension Trust for the sole purpose of determining compliance with the terms and conditions of this Agreement.

10.10 Delinquent Employers

In the event that an Employer fails to maintain affiliation in good standing with the Pension Trust, the Employer shall be in violation of this Article 10, in addition to all other applicable standards. Immediately upon termination of the Employer's affiliation with the Pension Trust, the Union and the employees may withhold all services from the delinquent Employer until such time as the default has been cured to the satisfaction of the Pension Trust and the Union. In addition, the Company shall be responsible for the payment of all wages (including interest at the legal rate in Vermont) that would have been earned in normal working hours during any strike called on account of delinquent conditions.

ARTICLE 11

401(k) Plan

11.1 401(k) Plan

The Company agrees to establish and administer one (1) 401(k) program for all its Union employees which will comply with all the requirements of ERISA, the Internal Revenue Code and any other applicable laws.

The Company agrees to a match of thirty (30%) percent on an employee's first $1,000 contribution per year and ten (10%) percent thereafter per year up to the maximum contribution allowable by law per year.

ARTICLE 12

Notices

12.1 Bulletin Boards

The Company shall install a bulletin board for joint use of the Company and Union.

12.2 Holiday Notice

Before suspending operations the day before or the day after a scheduled holiday, at least three (3) calendar days' notice must be posted on the bulletin board.

12.3 Emergencies

Except in circumstances which the Company could not reasonably foresee, at least twenty-four (24) hours' notice of any other suspension of operations must be posted on bulletin boards stating when the plant will close as well as when work is to be resumed.

12.4 Plant Bidding

Positions either vacant or new will be posted within the affected plant. Employees will have two (2) days to bid for the posted job. The Company will fill the job based on seniority, ability, and physical fitness. Ability means knowledge and/or experience relating to the job in question at the time of the posting for the position. Should no bidder have the immediate ability to perform the posted job and the Company has an immediate need to fill the vacancy, the Company may hire a qualified outside applicant. If a training period is acceptable, bidders will be given preference over outside applicants. Situations which require extended training periods will be subject to a negotiated wage.

12.5 Union Postings

The Company agrees to post notices of official Union business which are received by the Company from the Union.

ARTICLE 13

Layoff, Recall, Reinstatement After On-the-Job Injury

13.1 Layoff and Recall

(a) In the layoff and recall of employees, length of service shall be recognized subject to ability and physical fitness among employees engaged in the same category of work as enumerated in the classifications set forth in Section 4.1(a) of this Agreement. Employees shall have recall rights for twelve (12) months from the date of layoff.

(b) In the event a temporary seasonal layoff is to be implemented by the Company, the Company will post an announcement of the layoff and its anticipated duration. The Company agrees that employees may elect to take the layoff on a voluntary basis by seniority subject to ability. If all employees with the ability to do a particular job which will be worked during the layoff elect to take a voluntary layoff, then the Company will require the least senior employee with the ability to do the work. The voluntary layoff will be only for the posted duration of the layoff. If for any reason the layoff is to be extended beyond the posted period, the Company will notify those employees who have elected the voluntary layoff of the extension of the layoff and the anticipated duration of the extension. Senior employees on voluntary layoff with the ability to perform the jobs being worked during the extension of the layoff shall have the option to displace any junior employees performing the work or continue their voluntary layoff. This process shall continue until the end of the layoff. In accordance with 12.1 (a), no employee may extend his voluntary layoff beyond twelve (12) months since recall rights would be forfeited.

(c) It is the intent of the Company to attempt to return all employees suffering an injury on the job to their regular job as set forth herein. An employee disabled by a compensable injury under applicable Workers Compensation law will be reinstated by the Company when his or her inability to work ceases provided recovery occurs within two (2) years of the onset of the disability. An employee who recovers within two (2) years of the onset of the disability will be reinstated to a position suitable for the Employee given the position the Employee held at the time of the injury and the Employee's ability to safely perform the duties of the available position. An employee shall suffer no loss of seniority when reinstated in accordance with this Section 13.1 (c).

13.2 Layoffs

Layoffs are to be by individual plant(s). Of the laid-off personnel, the individual with the most seniority, subject to ability and/or physical fitness, will be afforded an opportunity to "temporarily transfer" to one of the other Rock of Ages facilities listed in Section 13.4 below if an opening exists and if he is qualified.

While temporarily employed at one of the other Rock of Ages facilities, the employee will continue to accumulate seniority at the plant from which the employee was laid off prior to the temporary transfer.

13.3 Layoff Job Opportunity

Job openings at a specific plant will be handled per section 12.4 above. In the event the Company has laid off employees at other Company plants or Divisions covered by this contract, the Company will offer these positions first to the laid off employee(s) by seniority subject to ability and physical fitness before hiring outside applicants. The employee(s) selected may either accept the available position or elect to take a voluntary layoff any time during the initial sixty (60) day period. The employee(s) may revert to a voluntary layoff status at his or her option or the at the option of the Company.

If the position available is covered by another contract (i.e. Quarry) the employee(s) shall not be required to change groups unless he/she is not returned to his/her former position within the twelve (12) month layoff and recall period.

The employee(s) shall suffer no loss of seniority for such assignment when returned to the former position. Employees will return to former positions by seniority, subject to ability and physical fitness, if and when work becomes available.

The Union will be immediately notified of the employee(s) who accept assignment in another plant and/or division. Upon acceptance these employees will initially hold the lowest seniority in that plant and/or division.

Upon recall, if an employee does not honor a "recall notice," (return receipt requested at last known address), or has been employed at a new plant and/or division for more than twelve (12) months, his/her seniority at the former plant and/or division shall be lost. The seniority date at the new plant and/or division shall be the employee's start date with that plant and/or division except as otherwise agreed upon between the Company, employee and Union.

In the event the Union believes the Company has not complied with this provision, the Union may bring the situation in question to the Labor Management Team (LMT) for resolution. If the matter cannot be resolved by the LMT, the Union shall have the right to grieve it.

13.4 Seniority

An individual seniority list will be maintained at each of the following plants:

(a) Rock of Ages Manufacturing Plant

(b) Rock of Ages Saw Plant and Press Roll Plant

13.5 Seniority Roster

The Company shall provide the Union with a seniority roster semi-annually, in April and October.

ARTICLE 14

Union Security

14.1 Union Security

It shall be a condition of employment that all employees of the Company covered by this Agreement who are members of the Union in good standing on the effective date of this Agreement shall remain members in good standing and those who are not members on the effective date of Agreement shall, on or before the thirty-first (31st) calendar day following the effective date of this Agreement, become and remain members in good standing in the Union. It shall be also a condition of employment that all employees covered by this Agreement and hired on or after its effective date shall, on or before the thirty-first (31st) calendar day following the beginning of such employment, become and remain members in good standing of the Union.

ARTICLE 15

Check-off

15.1 Check-Off

The Company agrees to deduct each month from the wages payable to any employee who authorizes the employer to do so, through a signed authorization card (Union Form 530), the Union monthly dues, assessments uniformly imposed on all members and, if owed, the Union's initiation fee. Said amount shall be as designated by the International Treasurer of the Union. The Company shall remit by the end of each month on Form R-115 all sums so deducted to the International Treasurer, United Steelworkers of America, P.O. Box 400041, Pittsburgh, PA 15268-0041.

15.2 Union Copy

The Company also shall transmit by the end of each month to an officer designated by the local Union a copy of the list of employees from whom deductions are made and the amount deducted as well as a list of new hires during the month with their date of hire and classification.

15.3 Dues Penalty

The Company will be responsible for the deduction and collection of dues prior to final payment to the employee as a result of quit or discharge and be liable for payment of said dues to the Union if it fails to do so.

15.4 Journeyman Dues

Journeyman employed will have dues automatically deducted from their pay from the first (1st) day of hire and submitted according to Article 15, Section 15.1.

15.5 Sign-Ups

The Company agrees to sign up new employees upon their hire and submit the section of the Authorization Card (Union Form 530) to the Local Union President within thirty (30) days.

ARTICLE 16

Dispute Settlement

16.1 Dispute Settlement

Any difference which may arise as to the meaning or application of this Agreement or any memorandum agreement between the parties as to compliance with the terms of such agreements shall be resolved as follows:

Step 1: Between the foreman and employee involved and/or Union Steward and/or other Union representative. Grievances must be submitted within ten (10) workdays of the time the subject of the grievance becomes or should have become known to the aggrieved employee or Union.

Step 2: Between the Union Steward and/or other Union representatives and the Plant Manager. If the matter is not settled within five (5) workdays of initiating this step, it may be referred to Step 3.

Step 3: Between the Union Representative and/or Union Steward and the Division Vice President and/or the Plant Manager. If the matter is not settled at this step, then a formal written grievance will be submitted within five (5) working days.

Step 4: Between the United Steelworkers of America Staff Representative, Local Union #4 President, the President of the Company, the Division Vice President and/or the Plant Manager. If the matter is not settled within five (5) working days of initiating this step, it may be referred to Step 5.

Step 5: Submit the grievance to arbitration and pursuant to existing voluntary labor arbitration rules of the American Arbitration Association within thirty (30) days following the Step 4 answer. The Arbitrator shall have no authority to alter in any way the terms and conditions of this Agreement and shall confine his decision to a determination of the facts and an interpretation and application of this Agreement. The decision of the Arbitrator shall be final and binding on all parties. The fees and expenses associated with arbitration of the grievance shall be borne equally by the parties to the grievance or dispute.

In the event a difference is not appealed to the next succeeding step of the above procedure within the time limit specified, the right of appeal shall be lost.

The aggrieved employee may attend any steps of the grievance procedures. Time limits may be extended by mutual agreement.

16.2 Company Grievances

Grievances may be initiated by the Company. The grievance shall be discussed between the Company representative and the Steward, Local Union President or other Union representative. In the event such difference is not settled through such discussion, the dispute will be further processed in accordance with the provisions of Section 16.1, Steps 3, 4, 5.

16.3 Signed Grievances

Grievances processed in accordance with the provisions of this Article must be in writing and signed by the grieving party for submission to Step 4 and succeeding Steps. It is mutually understood that the words "Foreman" or "Plant Manager" may be replaced by the word "Company" where appropriate. Time limits may be extended by mutual agreement.

16.4 Rules

The Union agrees that during the term of this Agreement neither the Union nor its members shall encourage or engage in any strikes, stoppages, slowdowns or other interruption of work, and the Company agrees that there shall be no lockouts.

It is understood and agreed that in the event of any alleged violation of this Agreement, which violation is not authorized or ratified by the International Union, there shall be no liability for damages on the part of said International Union, Local Union or any of their officers or agents, and the sole recourse and exclusive remedies of the Company shall, in such event, be those which are specifically provided for in this Agreement.

It is understood and agreed that in the event of any strike, work stoppage, interruption or impeding of work on the part of any employee during the life of the Agreement, there shall be no liability on the part of the International Union, Local Union or any of their officers or agents, provided such strike, work stoppage, interruption or impeding of work was not authorized or ratified by the International Union, Local Union or any of their officers or agents, and provided further that, upon the occurrence of such unauthorized strike, work stoppage, interruption or impeding of work, the International Union or the Local Union shall, upon request of the Company, notify the employees involved that such action by said employees was unauthorized and direct said employees to return to work promptly, and shall take further steps as are reasonable and appropriate under the circumstances to bring about a termination of such unauthorized strike, work stoppage, interruption or impeding of work, impose such disciplinary measures upon the employees involved as are not inconsistent with the provisions of this Agreement.

ARTICLE 17

Plant Access

17.1 Plant Access

It is agreed that a representative of the Union shall be permitted to enter any Rock of Ages property covered by this Agreement during working hours for the purpose of administering the provisions of this Agreement. A committee wishing to enter any Rock of Ages property covered by this Agreement during working hours must first get permission at the office.

ARTICLE 18

Nondiscrimination

18.1 Non Discrimination

There shall be no discrimination for or against any employee because of his performing the duties of a Union Officer or committeeman. The Company shall comply with applicable laws prohibiting discrimination against employees on account of race, color, sex, sexual orientation, religion, national origin, or age. Any reference in this Agreement to one gender shall be deemed to apply equally to the other.

ARTICLE 19

Public Insurance

19.1 Reinstatement to Job

It is the intent of the Company to attempt to return all employees suffering an injury on the job to their regular job as set forth herein. An Employee disabled by a compensable injury under applicable Workers Compensation law will be reinstated by the Company when his or her inability to work ceases provided recovery occurs within two (2) years of the onset of the disability will be reinstated to his former job or one suitable under the law given the position the Employee held at the time of the injury and the Employee's ability to safely perform the duties of the available position. An Employee shall suffer no loss of seniority when reinstated in accordance with this Section 19.1.

19.2 Unemployment/Workers Compensation

The Company agrees to comply with applicable laws governing Unemployment Compensation Insurance and Workers' Compensation Insurance for employees.

ARTICLE 20

Mutual Cooperation

20.1 Mutual Cooperation

The Company and the Union agree that, for the best interest of the employees, the Company and the community as a whole, they favor and will encourage the progress and growth of the Granite Industry in Vermont.

The Company shall not be restricted in his manning of and assignment of operations to existing, new or automated equipment and systems which do not impose an unreasonable safety hazard to employees or require an unreasonable workload.

The Company agrees that, in the operation of equipment the present jurisdiction of the Union will be preserved. The Company further agrees that employees covered by the Agreement shall be given reasonable opportunity to become proficient with new equipment.

The Company agrees to allow the Union Business Representative/President or the Health and Safety Chairman the opportunity to sit in on health and safety meetings and shall provide to the Union at least three (3) days prior notice of the date, time and place of said meeting.

ARTICLE 21

Labor Management Team

21.1 Labor-Management Team (LMT)

It is mutually agreed to form a Labor Management Team (LMT) composed equally of Union representatives and management representatives in such total number as may be agreed from time to time by the Union and Company. The LMT shall meet at lease monthly to discuss and resolve issues of safety, health, betterment, interdivisional job opportunities, productivity and other items as may be appropriate.

A quarterly schedule will be provided by management. Two (2) employee representatives per plant will be paid overtime pay for any meetings held outside their scheduled shift. The Local Union President or his representative will be allowed to attend and participate in these meetings.

The LMT is intended to increase joint cooperation and develop an active employee involvement process. These efforts shall not interfere with any provisions of this Agreement nor circumvent the grievance procedure, nor interfere with management's rights, but it is a goal of the LMT to avoid circumstances or practices which could give rise to a claim by either party that the provisions of this Agreement were not adhered to and to create an atmosphere of cooperation so as to minimize events leading to grievances.

The LMT may have various divisions or advisory groups as mutually agreed and may meet jointly with USWA LMTs formed in other divisions at the Company.

The objectives of the LMT will also focus on increasing customer service and satisfaction, more effective methods of operation, enhancing employee morale and creating and assuring full and open communication among employees and the Company. The LMT will analyze and solve identified problems and participate and support in the implementation of agreed solutions. The LMT will also investigate and recommend actions to the Company and Union to increase employee involvement and responsibility in the areas of production, production teams, and quality control.

The Company shall forward minutes of LMT meetings to the Union and LMT members within ten (10) days of the meeting. The minutes shall include the names of those in attendance, and the date, time and place of the meeting.

ARTICLE 22

Safety Measures

22.1 Safety Glasses

The Company shall provide safety glasses for its employees, upon the request of such employees. If an employee needs prescription safety glasses, he shall pay for his own eye examination and shall furnish the prescription to the Company. The Company shall then provide such prescription glasses at no additional cost to the employee. Broken safety glasses shall be replaced by the Company on a reasonable basis.

22.2 Miscellaneous

(a) The Company agrees that all stands for the washing of granite shall be properly housed.

(b) No machinery shall be greased or oiled while in operation, with such exceptions as may be determined by the LMT or safety committees in respective plants. No engine shafting or machinery shall be started in any plant without giving a warning, either by whistle or bell.

(c) Dust control equipment shall at all times be maintained in efficient working order and use. Inspections shall be carried out at the request of the Company or Union by the state unit charged with industrial hygiene or the United States Public Health Service and reports of inspections given to both the manager, owner, superintendent, or other responsible person of the particular Company and to the Union.

(d) Drinking water with sanitary bubblers must be furnished in every plant.

(e) Toilets connected with running water must always be kept in sanitary condition, thoroughly boxed in and ventilated so as to eliminate all odors in conformity with health laws.

(f) All overhead cranes will have a device installed which will either automatically or manually be sounded (by the operator) to give warning to other employees when stones or any other materials are being carried through the plant. Horns will be installed on all forklifts which will automatically or manually be sounded (by the operator) to give warnings while operating.

(g) The Company will provide measuring tapes, where required, and aprons and boots to employees on the washstand as long as the employee turns in the above for replacement when necessary.

(h) Once a year, the Company will pay up to sixty dollars ($60.00) toward the cost of an approved pair of boots . Boots worn out on the job will be replaced on the same basis, with prior approval.

22.3 Plant Heat

Cutting plants and air for pneumatic machines to be heated to at least sixty (60) degrees. Hot water must also be provided. If the Union initiates a grievance for the Company's failure to heat the plant to sixty (60) degrees, the arbitrator is authorized to impose a penalty of two (2) hours' pay for time lost due to lack of heat. The arbitrator shall be authorized to impose a penalty of up to four (4) hours' pay in situations where the Company has been found to have repeatedly failed to heat the plant as required under this Section and if the arbitrator finds that the circumstances of such violations warrant an additional penalty. The Company, Union and employees will continue existing practices of cooperating in emergency situations and in cases of extreme weather.

22.4 Consultation and Enforcement

(a) The Company will confer with the Union through the LMT regarding safety and other rules and regulations affecting the health, safety and comfort of the employees.

(b) The Union agrees to cooperate with the Company in enforcing safety rules and practices in an effort to reduce hazards and insure safe working conditions.

22.5 Legal Obligations

Any National, State or Municipal law enacted for the betterment of wages or working conditions in the granite trade will not be violated. The employees must utilize safety equipment required by any National, State or Municipal law.

ARTICLE 23

Probationary Period

23.1 Probationary Period

There shall be a probationary period of thirty (30) calendar days for journeymen (sixty (60) days for apprentices), excluding shutdowns/layoffs, with the right to extend such probationary period by mutual agreement. A discharge during the probationary period shall not be subject to the grievance or arbitration provisions of this Agreement. Upon completion of the probationary period, the employee's seniority date shall be retroactive to his most recent date of hire.

ARTICLE 24

Apprentices

24.1 Apprentices

The term of apprenticeship shall be one (1) year. If the Company employs apprentices, it must have two (2) journeymen, lumpers, boxers/washstand to each apprentice it employs. An apprentice, one (1) year after starting to work, as such, shall, regardless of the hours during that period, receive the minimum rate of pay for journeymen.

24.2 Reduction of Work

It is agreed that in the event of reduction of work an apprentice may be required to do work by the Company below the standard work week and on overtime and Saturday work, such work as may be available shall be done by journeymen, lumpers and boxers/washstand employees.

24.3 Apprentice Wages

Apprentice wage rates shall be as set forth in Section 4.1(d).

ARTICLE 25

Leaves of Absence

25.1 General Leave of Absence - Leave

Any employee may be granted a period of ninety (90) days' leave of absence in any one (1) calendar year without pay and without loss of seniority with the consent of the Company and the Union. Such employee is forbidden to accept employment elsewhere for wages; except that an employee who is granted a leave of absence for reasons of health may accept employment during such leave of absence. Upon the request of the Company, the employee shall secure a doctor's certificate with respect to his condition of health. Employees granted a leave of absence for reasons of health shall accumulate seniority during such leave of absence.

25.2 Union Leave

Management agrees to grant, on request, a leave of absence to employees for Union activities or political purposes when request is made in writing and such time will not be deductible from an employee's earned time. The seniority for such employees shall accumulate for a maximum period of one (1) year during such leave of absence.

25.3 Presidential - Executive Board Leave

An employee who is a member of the Union Executive Board shall be granted a leave of absence of up to three (3) years to serve as full-time President of the Union. During such leave he shall accumulate industry service and shall retain seniority with the Company as of the date the leave begins; he shall not be eligible for wages or fringe benefits.

ARTICLE 26

Discipline/Discharge

26.1 Discipline/Discharge

An employee who has completed his probationary period shall not be discharged or otherwise disciplined without just cause. A copy of written disciplinary action taken against an employee shall be sent to the Local Union office within ten (10) days of its issuance. Failure to notify the Union in writing as set forth above will constitute the warning being null and void.

26.2 Written Warnings

The Company and Union agree that a written warning more than eighteen (18) months old may not be used as the justification for discipline or discharge of an Employee. Subject to the immediately preceding sentence, in progressive discipline cases, the Company will continue to consider in accordance with past practice that a written warning or suspension without a follow-up discipline or suspension for the same cause for a period of three (3) months as restarting the progressive discipline process from the next succeeding written warning or suspension for the same cause. Nothing in this section shall be construed to prevent the Company from discharging or otherwise disciplining an Employee for just cause or to prevent the Company and the Union from keeping all disciplinary reports in an employee's personnel file and providing the same to the appropriate parties under the Dispute Settlement procedures of Article 16.

ARTICLE 27

Interdivisional Maintenance Work

27.1 Interdivisional Maintenance Work

The Company has two (2) maintenance groups, one (1) at the plant division (manufacturing plant, press roll plant, and saw plant) and the other at the quarries division. The Union understands that there is a need for flexibility at the Company to assure that all equipment operates efficiently and is repaired in a timely fashion. The Company understands that the seniority of both maintenance groups must be separate and that maintenance employees will normally work in their division.

The Company and Union agree that the Company may assign maintenance employees in one (1) division to work temporarily in the other division. The word temporarily is understood and agreed to cover sickness, vacations, injuries, operational emergencies, and/or the scope and duration of a particular project or projects. It is not the intent of the Company to displace or replace a maintenance person in one (1) division with a person in another.

In the event the Union believes the Company has not complied with this provision, the Union may bring the situation in question to the LMT for resolution. If the matter cannot be resolved by the LMT, the Union shall have the right to grieve it.

ARTICLE 28

Subcontracting

28.1 Subcontracting

The Company agrees to subcontract bargaining unit work only for legitimate business reasons and not to avoid the terms of the contract. The Company will notify the Union in advance of an intent to subcontract bargaining unit work which will result in either layoffs or a reduction in the work week below forty (40) hours; and, upon request, will bargain with the Union about the decision and its impact upon the employees.

[SIGNATURE PAGE FOLLOWS]

FOR THE UNITED STEELWORKERS OF

AMERICA, AFL-CIO-CLC

Effective May 2, 2000.

____________________________________

George Becker-USWA International President

____________________________________

Leo W. Gerard-USWA International Secretary-Treasurer

____________________________________

Richard Davis-USWA International Vice Pres.,

Administration

____________________________________

Leon Lynch-USWA International Vice Pres.,

Human Affairs

____________________________________

Louis J. Thomas, Director, District #4

____________________________________

Lowell Alexander-USWA Staff Representative

____________________________________

Frederick McGrath-Amalgamated Local #4

President

____________________________________

Kenneth McLaurin-Negotiator, Unit #53

____________________________________

Melvin Grout-Negotiator, Unit #53

___________________________________

Raymond Bellevance-Negotiator, Unit #53

ROCK OF AGES CORPORATION

____________________________________

Gerald Parrott, Vice President

Manufacturing Operations

CALENDAR OF HOLIDAY OBSERVANCES

DURING 2000 - 2003 CONTRACT

2000

Memorial Day May 29 Monday

Independence Day July 4 Tuesday

Labor Day September 4 Monday

Employee Appreciation Day September 5 Tuesday

Veterans Day November 13 Monday

Thanksgiving Day November 23 Thursday

Day After Thanksgiving November 24 Friday

Christmas Day December 25 Monday

2001

New Years Day January 1 Monday

Day Before Town Meeting March 5 Monday

Town Meeting Day March 6 Tuesday

Memorial Day May 28 Monday

Independence Day July 4 Wednesday

Labor Day September 3 Monday

Employee Appreciation Day September 4 Tuesday

Veterans Day November 12 Monday

Thanksgiving Day November 22 Thursday

Day After Thanksgiving November 23 Friday

Christmas Day December 25 Tuesday

2002

New Years Day January 1 Tuesday

Day Before Town Meeting March 4 Monday

Town Meeting Day March 5 Tuesday

Memorial Day May 27 Monday

Independence Day July 4 Thursday

Labor Day September 2 Monday

Employee Appreciation Day September 3 Tuesday

Veterans Day November 18 Monday

Thanksgiving Day November 28 Thursday

Day After Thanksgiving November 29 Friday

Christmas Day December 25 Wednesday

2003

New Years Day January 1 Wednesday

Day Before Town Meeting March 3 Monday

Town Meeting Day March 4 Tuesday

EXHIBIT 10.9

TABLE OF CONTENTS

AGREEMENT 5

ARTICLE 1

Term 5

1.1 Term 5

ARTICLE 2

Hours of Work - Overtime 5

2.1 Hours 5

2.2 Overtime and Premium Pay 5

2.3 Call-In Pay 6

2.4 Subcontract 6

2.5 Absence from Work 6

ARTICLE 3

Interdivisional Job Opportunities 6

3.1 Layoff 6

3.2 Maintenance Operations 7

ARTICLE 4

Wages 7

4.1 Wage Increases and Minimum Wages 7

4.1(a) Job categories 8

4.2 Maintenance of Personal Rate 8

4.3 Learner and Bid Rate 9

4.4 Wage Adjustment 9

4.5 Period of Experience 9

4.6 Shift Differential 9

4.7 Supplemental Provisions 9

4.8 Partners in Productivity Program 11

4.9 Jury Duty 12

4.10 Cross Training 13

ARTICLE 5

Military Service 13

5.1 Military Service 13

ARTICLE 6

Holidays 13

6.1 Paid Holidays 13

ARTICLE 7

Vacation 14

7.1 General 14

7.2 Vacation Payments 16

7.3 Amount of Vacation 16

ARTICLE 8

Bereavement/Birth of a Child 18

8.1 Bereavement Pay 18

8.2 Birth of a Child 18

8.3 Five (5) Days 18

8.4 One (1) Day 19

ARTICLE 9

Group Insurance 19

9.1 Group Insurance 19

9.2 Benefits 19

9.3 Contributions 21

9.4 Disability 21

9.5 Retired Employees 21

9.6 Consultant 21

9.7 Insurance Objectives 21

9.8 Delinquency 22

9.9 Workers Compensation 22

ARTICLE 10

Pension Plan Agreement 22

10.1 Merger of the Pension Plan 22

10.2 Incorporated Documents 23

10.3 Contribution Rate 23

10.4 Covered Employees 23

10.5 Hours Worked 23

10.6 Payment of Contributions 23

10.7 Coverage - Newly Hired Employees Not Previously Covered 23

10.8 Coverage - Newly Hired Employees Who Were Previously Covered 23

10.9 Contribution Reports and Data 24

10.10 Delinquent Employers 24

ARTICLE 11

401(k) Plan 24

11.1 401 (k) Plan 24

ARTICLE 12

Seniority 24

12.1 Seniority 24

12.2 Seniority Rosters 26

12.3 General Leave of Absence 26

12.4 Transferring out of the Bargaining Unit 27

12.5 New Employees 27

12.6 Seasonal Winter Layoff 27

12.7 Quarry Preference 28

ARTICLE 13

Bonus Plan 28

13.1 Bonus Plan 28

13.2 Bonus Plan Payments 29

ARTICLE 14

Union Security 29

14.1 Mandatory Membership 29

14.2 Location of Stewards 29

ARTICLE 15

Check-Off 29

15.1 Check-Off 29

15.2 Union Copy 30

15.3 Dues Penalty 30

ARTICLE 16

Dispute Settlement 30

16.1 Dispute Steps 30

16.2 Company Grievances 31

16.3 Signed Grievances 31

16.4 Rules 31

ARTICLE 17

Reserve for Inclement Weather - Power Failure 32

17.1 Reserve Hours 32

17.2 Power Failure 33

ARTICLE 18

Non-discrimination 33

18.1 Non-discrimination 33

ARTICLE 19

Union Representatives 33

19.1 Union Representatives 33

ARTICLE 20

Suspension of Operations 33

20.1 Suspension Notice 33

ARTICLE 21

LABOR MANAGEMENT TEAM 34

21.1 LMT Formation 34

ARTICLE 22

Safety Rules 35

22.1 Safety Issues 35

22.2 Safety Glasses 35

22.3 Safety Shoes and Gloves 35

22.4 Rock Drilling 35

ARTICLE 23

Management's Rights 36

23.1 Management Rights 36

ARTICLE 24

Temporary Transfers 36

24.1 Temporary Transfers 36

ARTICLE 25

Smoking 37

25.1 Smoking Policy 37

ARTICLE 26

Discipline/Discharge 37

26.1 Discipline & Discharge 37

26.2 Written Warnings 37

ARTICLE 27

Summer Employees 38

27.1 Summer Help 38

ARTICLE 28

Bethel Quarry Travel Expense 38

28.1 Travel Expense 38

SIGNATORY PAGE 39

CALENDAR OF HOLIDAY OBSERVANCES 40

AGREEMENT

Agreement entered into as of May 1, 2000 by and between ROCK OF AGES Corp. - Quarry Division ("The Company"), its successors and assigns, and the UNITED STEELWORKERS OF AMERICA, AFL-CIO-CLC, on behalf of Amalgamated Local #4 ("The Union"). In consideration of the mutual covenants herein contained, it is agreed as follows:

ARTICLE 1

Term

1.1 Term

This Agreement shall be effective May 1, 2000 and shall continue in full force and effect through April 25, 2003 and from year to year thereafter, unless either party gives notice to the other, not less than sixty (60) days prior to April 25, 2003 or prior to May 1 of any year thereafter, that it desires to alter, amend or terminate any or all of the terms hereof.

ARTICLE 2

Hours of Work - Overtime

2.1 Hours

The normal work week will be eight (8) hours per day and forty (40) hours per week, Monday through Friday. Normal work hours are 7:00 am to 12:00 Noon and 12:30 pm to 3:30 pm.

Employees are to be in the riding box or walking into the hole at 7:00 a.m. and 12:30 p.m.. The riding box shall be on top at 12:00 Noon and 3:30 p.m.

Hours of work are subject to change by mutual agreement between the Company and a majority vote of Union Members or by mutual agreement by a majority vote of the Union Members in a particular area and the Company, after a vote is taken supervised by the Union. For purposes of this section, Bethel and Barre shall be considered separate areas. Areas within Barre will be considered when requested by the parties.

2.2 Overtime and Premium Pay

(a) Employees shall receive time and one-half pay for all hours worked outside the regular working hours as prescribed in Section 2. I and for time worked during the normal lunch period. Employees who work on Saturdays shall receive time and one-half pay. Work shall be regarded as being performed on Saturday only if an employee's shift begins on Saturday. Employees who work on a Sunday or New Year's Day shall receive double time pay for hours worked.

Employees who work on a paid holiday shall receive holiday pay plus double time pay for hours worked.

(b) Overtime will be distributed as equitably as possible and will be assigned to employees who regularly work in the area requiring the overtime, unless special circumstances prevent such assignments. If unassigned work is to be performed, "area" refers to a specific quarry, such as Rock of Ages, Smith's, etc. The Company will make every effort to give as much advance notice as possible when overtime is required, giving tentative notice by Wednesday of the week for which Saturday work is necessary, except in emergency circumstances.

2.3 Call-In Pay

If an employee is called back for unscheduled work at the specific request of the Company, he will be guaranteed pay as follows:

(a) If called to work on a Sunday or holiday, the equivalent of a minimum of three (3) hours' straight time pay at his regular hourly rate, or

(b) If called to work on a Saturday or a scheduled non-work week day, the equivalent of a minimum of two (2) hours' straight time pay at his regular hourly rate.

2.4 Subcontract

The Company may subcontract work, provided the intent is not to deprive employees of their normal employment.

2.5 Absence from Work

Employees are obligated to give notice to the Company on the day they are not able to report to work. This should be as soon as possible and include the reason for absence or lateness. An absence of three (3) consecutive scheduled workdays without notifying the Company will subject the employee to discipline, up to and including discharge. The quarry office phone number is 802-476-3121.

ARTICLE 3

Interdivisional Job Opportunities

3.1 Layoff

In the event of a layoff of employees covered by this contract and if the Company has need for additional manpower in any of its other divisions in Barre or Bethel who are covered by contracts with the Union, the Company will offer these positions to the laid-off employees by seniority subject to ability and physical fitness and a sixty (60) day, probationary period. The employee selected may accept the position offered or elect to take the layoff. During the probationary period, the successful employee may revert to layoff status at his option. If the position available is covered by a different contract, the employee shall not be required to change groups unless he is not returned to his former position within twelve (12) months.

The employee shall suffer no loss of seniority for such assignment when he is returned to his former position. Employees will be returned to their former positions by seniority if and when work becomes available.

If an employee does not honor a recall notice to his former position, or is employed in the new division for more than twelve (12) months, his seniority in his prior division shall be lost and his seniority date in his new division shall be his start date with that division except if otherwise agreed by the Company and Union.

The Company and the Union agree that as a new and untested provision, either the Union or the Company may cancel this provision with thirty (30) days' prior written notice of cancellation.

3.2 Maintenance Operations

The Company has two (2) maintenance groups, one at the plant division (manufacturing plant, press roll plant and saw plant) and the other at the quarries division. The Union understands that there is a need for flexibility at the Company to assure that all equipment operates efficiently and timely. The Company understand that the seniority of both maintenance groups must be separate and that maintenance employees will normally work in their division.

ARTICLE 4

Wages

4.1 Wage Increases and Minimum Wages

Effective May 1, 2000, the minimum wage rate shall be: $15.00

Effective April 30, 2001, the minimum wage rate shall be: $15.40

Effective April 29, 2002, the minimum wage rate shall be: $15.80

4.1(a) Job categories

Quarry- Direct Quarry -Service & Service Misc.

Derrick man* Bar mech./Torch tech.*

Drill operator* Mechanic*

Hoist operator* Machinist*

Equip. operator* Welder*

Torch operator* Utility truck driver*

Wire saw operator* Piper*

Quarryman Head Rigger

Quarryman/powderman* Electrician*

Expeditor* Compressor oper.*

Rigger/Carpenter*

*Post for openings Hoist Mech./Bit grinder*

Definitions: Expeditor

An expeditor will not be allowed to hire, fire or discipline other employees. An expeditor can take the place of the foreman on a temporary basis when the foreman is absent. Normally, the expeditor will perform his regular job and assist the foreman as required to direct production and work flow.

An expeditor may not take the place of a worker or perform production work during the specific time that he is taking the place of an absent manager. However he may demonstrate the use of any tool of the trade for instructional purposes.

Expeditor wage premium: An expeditor will receive at least $2.00/hr. over the minimum set wage for the quarry when performing this job.

Post for openings:

Since the expeditor function is recognized as different than the normal work function, careful consideration will be given by management when filling positions. When determining which employee will be awarded the position as expeditor, the provisions of Article 12.1, paragraph 3, will be followed.

Final selection or rejection of candidates for expeditor will rest with management, based on specific

qualifications established for the position as determined by management. The USWA Local #4

President will be notified as to the reasons for the acceptance or rejection of a candidate and

will have the option to discuss the decision with the President of the Quarry Division and/or the Quarry General Manager.

4.2 Maintenance of Personal Rate

All employees receiving more than the minimum wage rate (effective May 3, 1997) for their job will retain that difference as a personal rate for the length of this contract unless they move to a different job, quit, terminate or retire from the Company.

4.3 Learner and Bid Rate

(a) A newly hired employee shall be classified as a learner and be paid a rate of $2.00/hr.below the minimum set wage for the quarry for the first six (6) months and $1.00 below the minimum set wage for the second six (6) months. At the end of one (1) year the employee will receive the minimum set wage for the quarry.

(b) Any employee who successfully bids from one (1) job classification to a new job classification (except Learners) will be paid thirty cents ($.30) per hour less than the minimum wage rate for a period of one (1) year from the date of assuming the new position and thereafter will be paid the full rate.

Any Learner subject to Section 4.3 (a) above shall be paid the lower of the rates determined in accordance with Section 4.3 (a) or the rate under this section.

4.4 Wage Adjustment

4.5 Period of Experience

Experience shall be based on time worked in a job position. All time worked in the position as a spare operator will be counted in determining the period of experience.

4.6 Shift Differential

Any employee on a second (2nd) or third (3rd) shift operation shall be paid a shift differential of seventy-five cents ($.75) per hour each hour worked.

4.7 Supplemental Provisions

(a) Automatic jet piercing equipment will have one (1) operator except when working out of visual range of others in the quarry.

(b) Only employees experienced and trained in handling explosives will handle explosives. During the time that an employee is handling explosives, he will receive a temporary seventy-five cents ($.75) per hr. premium over the minimum set wage for the quarry. The employee will receive this temporary rate of pay for each pay period regardless of how many times explosives are handled. During pay periods when explosives are not handled, the employee may not receive the premium.

(d) At all times when piping is being performed from the box, two (2) men shall be employed, one (1) of whom shall be from the area where the work is being performed.

(e) Employees shall be given time to reach a place of safety before battery is touched off.

(f) While employees are performing work in a quarry hole, other than burner operation, pipe line thawing and general maintenance, a hoist operator and derrickman are to be on duty unless otherwise agreed upon by the Union.

(g) It is mutually agreed by both parties that types of labor performed for which no classification or minimum wage rates have been fixed can at any time be opened by either party and submitted to the negotiating committees of the Union and Company. The decisions of the conferees shall be subject to ratification by the Company and the Union.

(h) A foreman or assistant foreman may not take the place of any worker or perform any production work; he may, however, demonstrate the use of any tool of the trade for instructional purposes.

(i) The Company shall have at least the minimum, and not more than the maximum spare assignees set forth below:

Quarry- Direct min/max Quarry- Service & Service Misc.

Derrick man 2/6 Piper 1/3

Hoist operator 3/6 Utility truck driver 1/1

Equip. operator 3/6 Rigger (aloft)/Carpenter 1/4

Wire saw operator 1/2 Compressor operator 1/3

Hoist mech./ Bit Grinder 1/2

Bit Grinder 1/1

Carpenter 1/1

All spare positions will be filled in accordance with the provisions of Article 12. The first person bidding for the spare position shall be designated the # 1 spare, the second person bidding for the spare position in the same classification shall be designated the #2 spare, and so forth. In the event of a permanent opening in the classifications listed, the #1 spare shall be entitled to the permanent position. In the event the #1 spare refuses the permanent position, that employee drops to the bottom of the spare list. The permanent position will then be offered to each spare on the list in numerical order and each spare refusing the permanent position will likewise drop to the bottom of the spare list for that classification until the position is filled. If none of the spares take the position, the permanent position will be filled in accordance with the provisions of Article 12. If a permanent position having spares is eliminated, the man eliminated from the permanent position shall become the #1 spare. In such event, the maximum number of spares shall be increased by the number of permanent jobs eliminated. Any employee whose job is eliminated and becomes a spare shall not be required to drop any other spare position he may hold. For purposes of filling any temporary position, the Company may use any spare on the spare list for that classification.

The Company will not use employees other than spares to fill the temporary openings in the applicable classification, unless the spares for a particular classification are being utilized in that classification or are absent from work due to vacation, sickness, on-the-job injury or off-the-job injury or for any other reason.

(j) Pay day shall be weekly. Payment for all work done in any given week shall be made not later than Friday of the following week. All discharged employees will receive their pay by cash or check the day they are discharged. All laid-off employees are to receive pay by check or in cash on the regular pay day for the week of the layoff in person or by mail at the option of the employee. An employee leaving shall notify the Company and having complied with this requirement shall receive his pay in cash or check on the regular pay day for the week of separation in person or by mail at the option of the employee.

(k) Employees who through infirmity or other reasons are not able to earn the wage given in this Agreement may work for such wages as may be satisfactorily agreed upon between the employee, the Union and the Company.

4.8 Partners in Productivity Program

Each regular, full-time Employee (excluding summer employees) shall be entitled to participate in an incentive program providing for a monthly and annual payments for production efficiency. For the months of March through December (inclusive) each year, the Company will pay each Employee a monthly payment of $1.00 for each .01 cubic foot of saleable cubic feet of granite produced in the Barre and Bethel quarries per man hour worked in that month in excess of 4.3 saleable cubic feet per man hour worked. Payment will be made not later than the second (2nd) weekly pay period after the close of the month.

In addition to the monthly payment the Company will make an annual incentive payment to each Employee for the ten (10) month period of fiscal March through December equal to $25.00 for each .01 of saleable cubic feet produced per man hour worked in the ten (10) month period in excess of 4.3 cubic feet per man hour worked.

The months of January and February are excluded from both the monthly and annual incentive plan due to adverse weather conditions and probable layoffs in those months.

Monthly saleable cubic feet produced per man hour worked shall be determined by dividing the total saleable cubic feet quarried from the Company's Barre and Bethel, Vermont quarries each month from the beginning of fiscal March through the last day of quarry work in fiscal December by the total hours worked by the Employees covered by this Agreement during that month.

The annual payment will be based on total saleable cubic feet quarried and total hours worked for all ten (10) months. Total saleable cubic feet quarried shall be as determined by the Company and reflected on its books of account. Hours worked shall not include vacations, holidays, call out time or other paid, but unworked hours.

The President, Treasurer and Staff Representative of the Union shall have the right to inspect the quarry production, quarry payroll and quarry hours worked records of the Company to verify the calculations under this section.

The annual payment will be made on the last work day before the annual Christmas holiday with any inquired adjustment for that last day being paid within seven (7) days. Payment will be prorated to the nearest one hundredth (.01) of a cubic foot.

Employees who quit or are terminated during the year shall not be entitled to any payment under this program. Employees who retire during the year or are absent due to an on-the-job or off- the-job injury shall receive a pro rata share based on months worked during the year.

Employees who retire during a month or are absent due to an on-the-job or off-the-job injury shall receive the monthly payment on a pro rata share based on days worked in the month, except a person who is injured on the job will receive the full monthly payment for the month the injury occurred. In addition, absence due to vacation, holiday or bereavement will not be considered as time away from the job for purposes of the monthly payment.

4.9 Jury Duty

An employee who is required to report for jury duty on a day when he otherwise would have worked shall receive a day's regular straight-time pay for up to a maximum of twenty (20) days per calendar year. The Company can require verification of jury duty served.

It is understood that if an employee is released from jury duty so that he can reasonably report for work at least three (3) hours before the end of his scheduled shift, he must report for work on that day.

4.10 Cross Training

(a) Drill operators will be cross trained on the various drilling equipment. Cross training will take place as quarry operational requirements allow. Seniority will apply in determining the priority and scheduling individual cross training.

ARTICLE 5

Military Service

5.1 Military Service

Employees' rights shall not be forfeited because of service with the Government during national emergencies. The Company agrees to abide by national laws covering rehiring of veterans.

ARTICLE 6

Holidays

6.1 Paid Holidays

The following holidays shall be classified as paid holidays: the day preceding Town Meeting Day, Town Meeting Day, Memorial Day, Fourth of July, Labor Day, Veterans' Day, Thanksgiving Day, Friday after Thanksgiving Day and Christmas Day. In addition, there shall be a paid holiday for New Year's Day, subject to the following terms and conditions: To be eligible for this holiday, an employee must satisfy all eligibility requirements of this Article. In addition, the employee must work during the week in which the New Year's holiday falls. Payment of the Christmas holiday does not affect eligibility for the New Year's holiday.

Effective May 1, 1996 there shall be a paid holiday for Rock of Ages Employee Appreciation Day to be observed on the Tuesday following the Monday Labor Day holiday by all employees. The holidays will be observed during the term of this contract on the dates shown on the attached Calendar of Holiday Observances.

No holiday pay will be granted until an employee has been in the employ of the Company for a period of at least thirty (30) calendar days. If an employee quits before he has thirty (30) working days' service, no holiday pay is due. If he is laid off or discharged through no fault of his own before he has accumulated thirty (30) working days' service, any holiday which fell within the period of his employment and discharge or layoff becomes due and payable. After thirty (30) days' service, any holiday which falls within the first thirty (30) days after a layoff becomes due and payable to the laid-off employee.

During the week of a paid holiday, the employee must work a minimum of a full scheduled work week excluding the holiday or holidays less one (1) scheduled workday. Exceptions to the above rule can be made only by prior arrangements with management. Sickness during the week of holiday shall not disqualify an employee if he has notified his employer.

When a holiday falls within an employee's vacation week, the employee shall receive pay for that day in addition to vacation pay.

If a man is injured on the job, he shall be eligible for holiday pay for one (1) year or as long as he is receiving Worker's Compensation provided his doctor states he will return to work.

A man absent because of an off-the-job accident or sickness shall be eligible for paid holidays for one (1) year during such time as he is eligible to draw accident and health benefits under the present health and welfare plan and/or Social Security disability benefits.

In the event of a State or Federal law affecting the date on which holidays are celebrated, the parties hereto will negotiate with respect to appropriate changes in this Article with the understanding that the number of holidays will remain the same as set forth above.

Employees who are laid off during either of the weeks in which Town Meeting days or Thanksgiving falls shall not be eligible for holiday pay in those weeks. Instead, such employees must as individuals report to work on the first work day following the conclusion of any such layoff and such employees may collectively and mutually agree with the Company on days when they will take personal days off with pay if they were otherwise eligible for the holiday pay. Such personal days must be taken within thirty (30) days after the first work day following the conclusion of the layoff in question and if mutual agreement is not reached, the employees will receive pay in lieu of any holidays to which they were entitled.

ARTICLE 7

Vacation

7.1 General

The vacation period will be May 1 to May 1. Each employee shall have free choice in selecting his vacation time, and such choice will be allowed insofar as possible. Applications for vacation shall be made to management by May 15 of each year. If the Company has not denied the employee's vacation request by June 1, the employee will be granted his requested vacation period, except in emergency situations. Employees who fail to submit a vacation request prior to May 15 will lose their right to a resolution of conflicts by seniority as set forth in the following paragraph.

Whenever there is a conflict in dates among employees putting in for vacation time, the employee with the longest service with the Company shall have priority, unless the Company is able to show that the employee's presence during the requested period is indispensable.

Vacations shall be taken in periods of seven (7) consecutive days within one (1) vacation period.

One (1) weeks' earned vacation, meaning time away from the job, shall be compulsory. The above requirements may be modified by agreement between the Company and the employee and a copy of same shall be given to the Union. The requirement for compulsory vacation, meaning time away from the job, shall not apply to any employee who has not worked for eight (8) consecutive weeks as a result of layoff, injury or sickness.

Vacations will be granted to employees who have fulfilled the following requirements prior to May 1:

(a) Employee must have worked ninety (90%) percent or more of the regular hours worked by the quarries during his period of employment for the twelve (12) months preceding May 1, the start of the vacation period, to be eligible for full vacation earned.

(b) Three-fifths (3/5th) of full vacation earned if employee has worked eighty (80%) percent of the quarry hours schedule.

Temporary layoff of sixty (60) days or over, USWA strike time, or shutdowns due to business conditions do not count as earned time but do not terminate length of accumulated service.

EXAMPLE: A man works two (2) years for one (1) employer and then is laid off for a period of nine (9) months. At the end of the nine (9) months he returns to work for the same employer and works two (2) more years. His earned time is four (4) years.

An employee who has been employed by the Company for at least six (6) months shall be credited with up to a maximum period of one (1) year, for time lost because of the employee's sickness as earned time and accordingly the employee will be paid vacation pay. An employee who loses time up to one (1) year due to sickness, and receives vacation pay therefor shall on return to work where last employed be entitled to vacation pay only for such time that he actually works.

EXAMPLE: A man works two (2) years and three (3)months for the Company and then is absent from work for nine (9)months because of sickness. At the end of the nine (9) months' sickness he returns to work. The earned time is three (3) years. If, after receiving vacation pay, he then only works another two (2) months, he is entitled to 2/12ths of one (1) week's vacation; six (6) months, 6/12ths of one (1) week, and so forth. Time lost by quarry shutdown, inclement weather, or absence sanctioned by management in writing shall not be deducted from an employee's earned time.

7.2 Vacation Payments

Payments for vacation pay to employees entitled to one (1) weeks' vacation or fraction thereof will be made in advance. Vacation pay for the second (2^nd) and third (3^rd) week's vacation or fraction thereof will be made in advance of the time off or may be paid in lieu of time off as follows: Second (2nd) week or fraction - first regular pay day after return to work from time-off vacations. Third (3rd) week or fraction - regular pay day preceding Christmas Day but at least one (1) week before Christmas Day.

Such vacation (time off) or vacation pay shall be paid at the straight time hourly rates of pay (excluding a shift premium) in effect for said employees at the time of taking vacation or receiving fractional vacation pay upon separation from employment. In figuring all earned vacation, a percentage of the regular straight-time hours worked during the year preceding May 1 will be used to determine the vacation pay. Overtime is not to be used in computing vacation time.

7.3 Amount of Vacation

Vacations will be granted to employees as follows:

(a) First Week. One (1) week's vacation or fraction thereof will be granted employees with less than one (1) year of industry service on May 1 based upon the number of months he has been employed in accordance with the table below. This will establish him on a May 1 to May 1 basis for future vacation calculations.

Length of Industry Service Vacation

1 mo. 1/12 of a week 3.3 hours

2 mos. 2/12 of a week 6.6 hours

3 mos. 3/12 of a week 10.0 hours

4 mos. 4/12 of a week 13.3 hours

5 mos. 5/12 of a week 16.5 hours

6 mos. 6/12 of a week 20.0 hours

7 mos. 7/12 of a week 23.1 hours

8 mos. 8/12 of a week 26.4 hours

9 mos. 9/12 of a week 30.0 hours

10 mos. 10/12 of a week 33.0 hours

11 mos. 11/12 of a week 36.3 hours

12 mos. 1 week 40.0 hours

(b) Second Week. Employees with one (1) or more years of industry service on May 1 shall be entitled to two (2) weeks' vacation or any fraction thereof computed in accordance with the following table.

Length of Industry Service Vacation

1 mo. 1/12 of 2 weeks 6.5 hours

2 mos. 2/12 of 2 weeks 13.3 hours

3 mos. 3/12 of 2 weeks 20.0 hours

4 mos. 4/12 of 2 weeks 26.6 hours

5 mos. 5/12 of 2 weeks 33.3 hours

6 mos. 6/12 of 2 weeks 40.0 hours

7 mos. 7/12 of 2 weeks 46.6 hours

8 mos. 8/12 of 2 weeks 53.3 hours

9 mos. 9/12 of 2 weeks 60.0 hours

10 mos. 10/12 of 2 weeks 63.6 hours

11 mos. 11/12 of 2 weeks 73.3 hours

12 mos. 2 weeks 80.0 hours

(c) Third Week. Employees will be granted a third (3rd) week's vacation or fraction thereof computed on a May 1 to May 1 basis beginning the second (2nd) May of his continuous employment in the industry as follows:

2nd May - 1 day - 8 hours

3rd May - 2 days - 16 hours

4th May - 3 days - 24 hours

5th May - 1 week - 40 hours

(d) Fourth Week. Employees will be granted a fourth (4th) week's vacation computed on a May 1 to May 1 basis beginning with the twenty-fifth (25th) May of his continuous employment with the Company.

Effective May 1, 1996 employees will be granted a fourth (4th) week's vacation or fraction thereof computed on a May 1 to May 1 basis beginning with the twenty-first (21st) May of his continuous employment with the Company as follows:

21st May - 1 day - 8 hours

22nd May - 2 days - 16 hours

23rd May - 3 days - 24 hours

24th May - 4 days - 32 hours

25th May - 5 days - 40 hours

For the purpose of this Article, an employee's industry service shall be deemed terminated in the event the employee voluntarily leaves the industry.

For the purposes of computing vacation pay or fractions thereof, an employee hired on or before the fifteenth (l5th) day of a month shall be credited with full pro rata vacation pay otherwise attributable to that month, and an employee hired after the fifteenth (l5th) day of a month shall not be credited with any pro rata vacation for that month. An employee whose employment terminates on or after the fifteenth (15th) day of a month shall be credited with full pro rata vacation pay otherwise attributable to that month. An employee whose employment terminates before the fifteenth (15th) day of a month shall not be credited with pro rata vacation for that month.

EXAMPLE: A man comes to work on February 13, 1980. On May 1, 1980, he has completed three (3) months of employment and he is entitled to fractional vacation pay of 3/12ths of one (1) week. On May 1, 1981, the second (2nd) May of his employment he is entitled to two (2) weeks and one (1) day. On May 1, 1982, he would be entitled to two (2) weeks and two (2) days; May 1, 1983 - two (2) weeks and three (3) days; and May 1, 1984 - three (3) weeks. It is assumed in this example that the man worked at least ninety percent (90%) of the scheduled hours worked by the quarry during each of the applicable twelve (12) month periods. If he has worked eighty (80%) percent of the time, he will receive three-fifths (3/5ths) of the vacation pay otherwise due.

An employee who is laid off, discharges or quits is to be allowed vacation benefits prorated

according to his months of service; for example, one (1) month = 1/12th; three (3) months' =3/12ths; ten (10) months' = 10/12ths, etc.

ARTICLE 8

Bereavement/Birth of a Child

8.1 Bereavement Pay

In the event an employee suffers the death of his brother, sister, stepmother, stepfather, stepson, stepdaughter, spouse's father, spouse's mother, spouse's stepmother or stepfather,

the employee shall be allowed up to three (3) days off with pay, at the straight time hourly rate of pay. If interment is postponed to a later date and occurs during the employee's scheduled work day, the employee may take one (1) of the three (3) foregoing days off with pay on the day of interment.

8.2 Birth of a Child

Effective May 1, 1996, an employee will be entitled to a day off with pay for the birth of the employee's biological child or adoption.

8.3 Five (5) Days

Effective May 3, 1997 in the event an employee suffers the death of their spouse, child, mother, father or grandchild, the employee shall be allowed up to five (5) days off with pay, at his rate of pay.

8.4 One (1) Day

Effective May 3, 1997 in the event an employee suffers the death of their "significant other", the employee shall be allowed one (1) day off with pay, at his rate of pay. If an Employee attends the funeral of a grandparent of his spouse or the employee's spouse's sister or brother, and it takes place on a day when he otherwise would have worked, he shall not suffer a loss of any straight time pay for that day.

ARTICLE 9

Group Insurance

9.1 Group Insurance

The Company agrees to provide group insurance to employees and dependents as set forth herein.

9.2 Benefits

(a) Effective May 1, 2000, the health and welfare plan administered by the Company or its administrator as selected by the Company shall provide for benefits as follows:

(i) Group Life Insurance - $50,000 effective May 1, 2000; $55,000 effective April 30, 2001; $60,000 effective April 29, 2002.

Company shall continue to provide life insurance coverage for employees who are on laid-off status (regular and/or seasonal winter layoffs) for up to a maximum of three (3) months.

(ii) Sickness and Accident Insurance - $310.00 per week effective May 1, 2000; $315.00 per week effective April 30, 2001, $320.00 per week effective April 29, 2002, for 52 weeks with Social Security offset for the last 26 weeks thereof; eligibility commences on the first (1st) day of accident or hospitalized sickness and the fifth (5th) day of non hospitalized sickness. Effective May 1, 2000, if an employee qualifies for sickness and accident insurance because of five (5) days of non hospitalized sickness and remains qualified for at least one (1) additional week, the Company will pay the employee the $310.00 for the unpaid five (5) day qualifying period.

(iii) Accidental Death or Dismemberment Insurance - $50,000 effective May 1, 2000; $55,000 effective April 30, 2001; $60,000 effective April 29, 2002.

(iv) Paid-up Term Life Insurance.

(1) Employees with ten (10) or more years of service retiring on a regular pension will be given a $6,000 term life insurance policy or other funding mechanism on terms satisfactory to the Union.

(2) Employees with ten (10) or more years of service retiring on an early retirement pension will be covered by a regular $6,000 term life insurance policy or other funding mechanism on terms satisfactory to the Union; or until age sixty-five (65) when it will be eliminated and replaced by a $6,000 term life insurance policy or other funding mechanism on terms satisfactory to the Union.

(3) Any employee with ten (10) or more years of service becoming totally disabled after May 1, 1981 will continue to receive coverage for the full amount of life insurance then in effect until he becomes substantially employed, as determined by the Company and Union, at which time the insurance will be eliminated completely; or until age sixty-five (65) when it will be eliminated and replaced by a $6,000 term insurance policy or other funding mechanism on terms satisfactory to the Union.

1. The employee would have the option of selecting the VHP or the JY, without any pressure to select either option.

2. There shall be two (2) periods of open enrollment in the first (1st) year, one (1) each year thereafter.

3. The contract shall continue to be a level of benefits contract, requiring that JY level of benefits

will be made available to all employees, and allowing VHP as an optional level of benefits that can

be offered by the company for those who select.

4. Changes to either plan can be implemented at any time only when mutually agreed upon between both labor unions and management. Other insurers and third-party-administrators can be used as long as there is no reduction in benefit level at the time of change, and only the mutual agreement of both unions and management.

5. Employees selecting JY plan shall be required to pay 17% of the premium. Employees selecting VHP shall be required to pay 12% of the premium and the employees pays the visit fee.

6. There shall be a dental plan , with 100%-60%-0% coverage at the level of benefits described on the Delta quote provided to all employees who obtain health insurance under VHP. The employee contribution to the premium shall be 12%.

7. There shall be a vision plan at the level of benefits described as Vision Service Plan "A" with a $20.00 per year eye exam and $20.00 every two year material charge made available to all employees who obtain health insurance on both JY and the VHP plans. Employees on the JY Plan will pay 17% of the premium, and employees on the VHP Plan will pay 12% of the premium.

9.3 Contributions

The Company shall maintain life insurance coverage for three (3) months and shall continue its contributions for the health insurance coverage of a laid-off employee for three (3) calendar months (provided the employee makes his contribution if any is required). If the employee is laid off on or before the fifteen (15^th) of a month, that month shall be considered the first of the three (3) months; and if the employee is laid off after the fifteenth (15^th) of a month, the following calendar month shall be considered the first (1^st) of the three (3) months. If an active employee dies, the Company will continue health insurance coverage for qualifying survivors (if any) for a period of three (3) months at no cost to said survivor(s). This provision shall not apply to employees on layoff, Workers Compensation, or sickness and accident insurance. To keep policies in force, both Company and employee must pay his share while the employee is off the job because of sickness and accident, strike or lockout or any other suspension in the industry beyond the control of either management or labor.

9.4 Disability

If an employee is permanently and totally disabled, the Company shall continue its contribution for up to six (6) months, as described in previous section "Contributions," and thereafter, the Company will provide such health insurance contributions (provided the employee makes his contribution, if any is required) for five (5) years from the date when he ceased to work due to such disability. The Company shall thereafter continue its contributions, for individual coverage only, as long as the employee is permanently and totally disabled, or until he reaches age sixty-five (65), whichever occurs sooner; provided, that the Company will not make any contributions described in this section during any period when the employee or his spouse is employed and group health insurance benefits are available to them, or after he reaches age sixty-five (65). The Company and Union may amend this subsection by mutual Agreement.

9.5 Retired Employees

Effective May 2, 1981, any employee who has retired between April 30, 1975 and April 28, 1990 under the provisions of the Barre Belt Granite Employer-Union Pension Plan shall be allowed to continue group insurance coverage in the amount of $3,000 of term coverage, subject to any applicable insurance carrier rules and regulations. The full cost of such coverage will be paid by the retired employee at the group rate applicable to the term life insurance including such insurance for retired employees being provided through the Company. The premium to be paid by such retired employee.

9.6 Consultant

The Company is authorized to utilize the services of an impartial professional consultant as deemed necessary to advise them concerning the proper operation of the insurance program.

9.7 Insurance Objectives

The parties agree to consider and implement by agreement health insurance cost containment measures with a view to improving and increasing the quality and efficiency of health care.

9.8 Delinquency

If the Company is delinquent more than thirty (30) days pursuant to this section; if the Union gives written notice to the Company of its intent to withhold the services of employees; and if the Company has not cured the delinquency by the appropriate payment or by entering into an arrangement satisfactory to the Trustees by the sixtieth (60th) day after the delinquency began; then the Union shall have the right to withhold the services of employees of the Company beginning on the sixtieth (60th) day of delinquency or fifteen (15) days after notice from the Union, whichever occurs later, if and as long as the Company is in violation of this section. For purposes of this paragraph, the Trustees shall be deemed to have delegated the judgment concerning whether the appropriate payment or a satisfactory arrangement has been reached to the Administrator. In addition, the employer shall be responsible for the payment of all wages (including interest at the legal rate in Vermont) that would have been earned in normal working hours during any strike called on account of delinquent contributions.

9.9 Workers Compensation

(a) If an employee has to leave work due to a Workers Compensation injury and is unable to return, he shall suffer no loss of straight time pay for that day.

(b) It is the intent of the Company to attempt to return all employees suffering an injury on the job to their regular job as set forth herein. An employee disabled by a compensable injury under applicable Workers Compensation law will be reinstated by the Company when his or her inability to work ceases provided recovery occurs within two (2) years of the onset of the disability.

An employee who recovers within two (2) years of the onset of the disability will be reinstated to the employee's former job or one suitable under the law given the position the employee held at the time of the injury and the employee's ability to safely perform the duties of the available position. An employee shall suffer no loss of seniority when reinstated in accordance with this Section .

(c)If an employee returns to work prior to the tenth day of disability, they shall receive pay for the second, third, and fourth day of disability.

(d) The Company agrees to comply with applicable laws governing unemployment compensation and worker's compensation for employees.

ARTICLE 10

Pension Plan Agreement

10.1 Merger of the Pension Plan

10.2 Incorporated Documents

This Article 10 incorporates by reference the terms of a Merger Agreement between the Plan and the Pension Trust, and the provisions of the documents governing the Pension Trust.

10.3 Contribution Rate

(a) The month for which the contribution is due is referred to as the "benefit month" and the month prior to the benefit month is referred to as the "wage month." The Employer shall contribute to the Pension Trust each and every benefit month a sum of money equal to $1.20 per hour for each hour worked by all Covered Employees during the wage month. Effective April 30, 2001, the contribution shall increase to $1.25 per hour. Effective April 29, 2002, the contribution shall increase to $1.30 per hour.

(b) For purposes of determining the pension contribution, employees on seasonal winter layoff (as described in section 12.6 only) will be credited with one (1) hour for every two (2) hours of the scheduled work hours during the seasonal winter layoff period.

10.4 Covered Employees

10.5 Hours Worked

10.6 Payment of Contributions

10.7 Coverage - Newly Hired Employees Not Previously Covered

Newly hired employees not previously covered by the Pension Trust are not considered Covered Employees until the first (1^st) day of the first calendar month immediately after the commencement of employment. Such calendar month is the new employee's first (1^st) benefit month. The immediately preceding calendar month is the employee's first (1^st) wage month.

10.8 Coverage - Newly Hired employees Who Were Previously Covered

Newly hired employees previously covered by the Pension Trust are considered Covered Employees as of the first (1^st) day of the first calendar month immediately after the commencement of employment. This calendar month is the employee's first (1^st) benefit month and the immediately preceding calendar month is the employee's first (1^st) wage month.

10.9 Contribution Reports and Data

10.10 Delinquent Employers

(including interest at the legal rate in VT), that would have been earned in normal working hours during any strike called on account of delinquent conditions.

ARTICLE 11

401(k) Plan

11.1 401 (k) Plan

The Company agrees to establish and administer one 401(k) program for all its union employees which will comply with all the requirements of ERISA, the Internal Revenue Code and any other applicable laws.

The Company agrees to match up to thirty (30%) percent of an employee's first $l,000 contribution per year and ten (10%) percent thereafter per year up to the maximum contribution allowable by law per year.

ARTICLE 12

Seniority

12.1 Seniority

(a) In administering seniority, the five (5) quarries of the Company will be considered as one (1) unit.

(b) The job classifications hereinabove listed in Section 4.1 shall be combined in a single classification for purposes of seniority for the quarry operations of the Company.

(c) Seniority shall apply in the promotion, demotion, transfer, filling of job vacancies, layoffs, and recall of employees subject to ability and physical fitness among employees in the same seniority classification as defined above. Ability means the knowledge and/or experience relating to the job in question at the time of posting for the position. Temporary employment of thirty (30) days or less shall not be considered towards ability in connection with bid for permanent position.

(d) Positions at the Bethel Quarry of Rock of Ages Corporation are not required to be posted and will be offered on a voluntary basis.

(e) Permanent positions shall be posted within ten (10) working days of vacancy. Temporary positions shall be posted if the vacancy is expected for more than thirty (30) days.

(f) Promotion job openings will be posted by the Company for five (5) days. Management will select the qualified applicant and give notice of the employee selected in writing to the Union. An employee awarded a full-time or spare position may not bid on another job for six (6) months. Any employee awarded a posted job which has not commenced after ten (10) working days, may bid on another posted job. An awarded job except a spare position that has not been filled after thirty (30) working days must be reposted. Newly hired employees shall be ineligible to bid for any job for a period of three (3) months from their respective dates of hire. An employee can sign more than one (1) posted position, however, the employee can only be awarded one (1) position.

(g) It shall be understood that a man who has been asked by management to change from one job classification to another will retain his total seniority. The employee so transferred will have a thirty (30) consecutive day trial period, sickness and absence excluded, with right to return to former job with former status. However, in cases where an employee requests and is granted a transfer, his total seniority will be retained and there will be a thirty (30) day trial period. An employee desiring to relinquish a full time or spare position within thirty (30) days of the award date, must notify the company in writing with a copy to the union.

(h) With regard to the filling of permanent positions where previous posting awards for spares have been made based on company seniority, ability and physical fitness in accordance with Section 4.7(i), the permanent positions will be awarded to the spare most senior in that position. As necessary, further spare openings will be posted and awarded on the basis of seniority, ability and physical fitness, in accordance with the contract. Employees can only hold one (1) spare position at a time. The Company and the Union agree that the nature of the spare position is that the job generally will not commence after ten (10) working days and will not be filled within thirty (30) days. For purposes of this Section, a spare position will be considered to have commenced and have been filled upon the award of the spare position subject only to the trial period set forth in the preceding paragraph. Each spare shall be entitled to the said thirty (30) day trial period and shall not assume the permanent position until the satisfactory completion of said trial period. Due to the special working conditions and safety concerns involved, the training/trial period for spare rigger/carpenter will be three hundred (300) working hours.

(i) Employees on layoff shall retain their seniority for a period of twelve (12) months. lf an employee on layoff is not recalled within twelve (12) months, the employee forfeits all seniority and the Company has no obligation to recall that employee. If employee is hired after the twelve (12) month period, he will be considered a new employee. If an employee on layoff is asked to return to work within twelve (12) months of layoff and refuses to return, the employee shall be considered a voluntary quit.

(j) The procedure for notifying a laid-off employee to return to work will be by certified mail and a period of one (1) week from the time of mailing will be granted to the employee for reporting. It will be the employee's responsibility to notify the Company of any change in address.

(k) An employee who quits or is discharged for cause forfeits his seniority.

(l) If an employee is temporarily laid off and later asked to return to work, with a guarantee of at least three (3) months' work and refuses to do so, then this constitutes a break in his length of service. If he is employed at a later date, it will be necessary to begin anew to build up years of service and earned time.

12.2 Seniority Rosters

A roster giving the seniority and job classification of all employees in the bargaining unit will be made available to the Union. These rosters will be revised twice each year in April and October. The company will provide ample copies to all officers and stewards for the purposes of posting throughout the Barre and Bethel quarry operations. One (1) copy of the roster will show

individual rates of pay. The one (1) copy showing pay rates will only be sent to the President of the

Local USWA #4 and will be kept confidential.

12.3 General Leave of Absence

Management agrees to grant, on request, a leave of absence to employees for Union activities or political purposes when request is made in writing and such time will not be deductible from an Employee's earned time. The seniority for such Employees shall accumulate for a maximum period of one (1 ) year during such leave of absence.

An Employee who is a member of the Union Executive Board shall be granted a leave of absence of up to three (3) years to serve as full-time President of the Union. During such leave he shall accumulate industry service and shall retain seniority with the Company as of the date the leave begins; he shall not be eligible for wages or fringe benefits.

12.4 Transferring out of the Bargaining Unit

Employees transferred out of the bargaining unit on or after May 1, 1962 shall retain their seniority status for a period of three (3) years. If returned to the bargaining unit after three (3) years, they will return as new employees.

12.5 New Employees

Newly hired employees will be given a fifty (50) working day probationary period. Seniority during those fifty (50) working days is earned upon completion of probation.

An employee who is qualified for the probationary period one (1) year and who works less than the fifty (50) working days before he is laid off is entitled to accumulate months of seniority in fulfilling fifty (50) working days if he is hired the next year.

12.6 Seasonal Winter Layoff

(a) On or before the Monday preceding the Thanksgiving holiday, the Company will post a winter layoff notice and a blank voluntary work assignment sheet. The winter layoff notice will recite the date that normal quarry operations will be curtailed for the winter season, the date on which normal quarry operations will resume in the spring and a summary of the procedures and rules set forth in this Article.

(b) Employees desiring winter work assignments on a voluntary basis agree to sign the voluntary winter work assignment sheet at the Central Quarry Office no later than ten (10) calendar days of the Company's postings. Employees must sign the voluntary winter work assignment sheet at the Central Quarry Office in person in the presence of a representative of the Company who is not a member of the Union. Employees may only sign for job assignments for which they are qualified under the provisions of this Article 12.

(c) Failure to sign the voluntary winter work assignment sheet in the quarry office within the time limit will be conclusively deemed by both the Company and the Union that the individual has elected voluntary layoff and waives all rights of grievance with respect to the recall of employees from the voluntary winter work assignment sheet by the Company. The Company agrees to make its decisions with respect to which employees will work during the winter layoff and to post work assignments not later than five (5) working days from the expiration date of the sign-up.

(d) The Company will assign the work during the winter layoff by seniority subject to ability and physical fitness. The Union agrees that any disputes regarding the work assignments will be brought to the attention of management within five (5) days from the date of posting in accordance with the grievance procedure set forth in Article 16. If a sufficient number of qualified employees do not sign the voluntary work assignment sheet, the Company will assign the winter work to qualified employees by inverse order of seniority. The Company will provide a list in the Central Quarry Office during the winter period where employees on voluntary layoff may sign to indicate their willingness to return to work. The Company will recall qualified employees signing this list by seniority to the extent openings permit.

(e) Because of the application of the twelve (12) month recall provision, no quarry personnel will be terminated during the winter layoff and no employee choosing voluntary layoff will suffer any loss of seniority or termination. In the event the Company determines to make a permanent layoff during the winter layoff period, such layoff will be in accordance with Section 12.1 of this Article and shall not apply to senior employees on voluntary layoff.

(f) Employees who are on layoff under this Section shall notify the Company should they leave town for any period of time that may prevent the employee from responding to any written notice of recall, either scheduled or unscheduled, within a period of one (1) week.

12.7 Quarry Preference

The employee will have the opportunity to indicate a preference to work in the Barre

Quarries, Bethel quarries, or both if the work is needed. Assignment to the location will be

according to the provisions of Article 12.6. In the event the employee signs up to work in both

quarry locations, management will determine which quarry location an employee is to be

assigned, regardless of seniority. In the event any quarry operation is changed, shutdown,

work force reduced, re-started, or any other operational decision made during the seasonal winter layoff period, employees will be reassigned according to article 12.6.

ARTICLE 13

Bonus Plan

13.1 Bonus Plan

All quarry operation employees will receive a bonus for all paid hours which shall be based on total service with the Company as of May 31:

Years of Service Bonus

5 6 1/4 cents per hour

6 7 1/2 " " "

7 8 3/4 " " "

8 10 " " "

9 11 1/4 " " "

10 12 1/2 " " "

11 13 3/4 " " "

12 15 " " "

13 16 1/4 " " "

14 17 1/2 " " "

15 18 3/4 " " "

For the purpose of this Article, all paid hours shall include overtime (including premium rate), holidays, vacations and call out pay.

13.2 Bonus Plan Payments

(a) Bonuses will be paid semi-annually, on or before the last Friday prior to July 1 and the last Friday prior to the start of the winter shutdown period. The bonus payment prior to Christmas will be based on hours paid between June 1 and November 30, and the payment prior to July 1 will be based on hours paid between December 1 and May 31. To be eligible for payment, the employee must be on the Company payroll at the time of paying except in cases of retirement or layoff. A discharge will cancel accumulated bonus as well as years of service with the Company.

(b) The Company shall furnish to the member, at the time of seniority bonus distributions, a separate record of hours paid, rate of pay and period covered.

ARTICLE 14

Union Security

14.1 Mandatory Membership

It shall be a condition of employment that all employees of the Company covered by this Agreement who are members of the Union in good standing on the effective date of this Agreement shall remain members in good standing and those who are not members on the effective date of this Agreement shall, on or before the 31st day following the effective date of this Agreement, become and remain members in good standing in the Union. It shall be also a condition of employment that all employees covered by this Agreement and hired on or after its effective date shall, on or before the 31st day following the beginning of such employment, become and remain members in good standing of the Union.

14.2 Location of Stewards

Stewards who are either elected or appointed by either the members of the Union or the Union President will remain in the areas in which they were elected or appointed so far as possible. The Company shall have the right to assign the Steward to another area for a temporary period or permanently if the area is being permanently or temporarily closed or if the Steward successfully bids to a job outside of the area.

ARTICLE 15

Check-Off

15.1 Check-Off

The Company agrees to deduct each month from the wages payable to any employee who authorizes the Company to do so, through a signed authorization card (Union Form 530), the Union monthly dues, assessments uniformly imposed on all members and, if owed, the Union's initiation fee. Said amount shall be as designated by the International Treasurer of the Union. The Company shall then remit by the end of each month all sums so deducted to the International Treasurer, United Steelworkers of America, P.O. Box 400041, Pittsburgh, Pennsylvania 15268-0041.

15.2 Union Copy

The Company shall also transmit by the end of each month to an officer designated by the Local Union a copy of the list of employees from whom deductions are made and a list of new hires during the month.

15.3 Dues Penalty

The Company will be responsible for the collection of dues prior to payment of closeout due to termination (quit or discharge) of employment. Failing to collect, the Company will be liable for payment(s) to the Union if it fails to collect from the terminated member.

ARTICLE 16

Dispute Settlement

16.1 Dispute Steps

(a) Any difference which may arise as to the meaning or application of this Agreement or any Memorandum Agreement between the parties as to compliance with the terms of such agreements shall be resolved as follows:

Step 2: Between the Union Steward and/or other Union representatives and the Quarry Manager. If the matter is not settled within five (5) workdays of initiating this step, it may be referred to Step 3.

Step 3: Between the Union President and/or Union Steward and the Vice President of Quarry Operations and/or the Quarry Manager. If the matter is not settled at this step, then a formal written grievance will be submitted within five (5) working days.

Step 4: Between the United Steelworkers of America Staff Representative, Local Union #4 President, the President of the Company, the Vice President of Quarry Operations and/or the Quarry Manager. If the matter is not settled within five (5) working days of initiating this step it may be referred to Step 5.

(b) In the event a difference is not appealed to the next succeeding step of the above procedure within the time limit specified, the right of appeal shall be lost.

(c) The aggrieved employee may attend any steps of the grievance procedures. Time limits may be extended by mutual agreement.

16.2 Company Grievances

Grievance may be initiated by the Company. The grievance shall be discussed between the Company representative and the Steward, Local Union President or other Union representative. In the event such difference is not settled through such discussion, the dispute will be further processed in accordance with the provisions of Section 16.1, Steps 3, 4 and 5.

16.3 Signed Grievances

Grievance processed in accordance with the provisions of this Article must be in writing and signed by the grieving party for submission to Step 4 and succeeding Steps. It is mutually understood that the words "Foreman" or "Quarry Manager" may be replaced by the word "Company" where appropriate. Time limits may be extended by mutual agreement.

16.4 Rules

(a) The Union agrees that during the term of this Agreement neither the Union nor its members shall encourage or engage in any strikes, stoppages, slowdowns or other interruptions of work, and the Company agrees that there shall be no lockouts.

(b) It is understood and agreed that in the event of any alleged violation of this Agreement, which violation is not authorized or ratified by the International Union, there shall be no liability for damages on the part of said International Union, Local Union or any of their officers or agents, and the sole recourse and exclusive remedies of the employer shall, in such event, be those which are specifically provided for in this Agreement.

(c) It is understood and agreed that in the event of any strike, work stoppage, interruption or impeding of work on the part of any employee during the life of the Agreement, there shall be no liability on the part of the International Union, Local Union or any of their officers or agents, provided such strike, work stoppage, interruption or impeding of work was not authorized or ratified by the International Union, Local Union or any of their officers or agents, and provided further that, upon the occurrence of such unauthorized strike, work stoppage, interruption or impeding of work, the International Union or the Local Union shall, upon request of the Company, notify the employees involved that such action by said employees was unauthorized and direct said employees to return to work promptly, and shall take further steps as are reasonable and appropriate under the circumstances to bring about a termination of such unauthorized strike, work stoppage, interruption or impeding of work, impose such disciplinary measures upon the employees involved as are not inconsistent with the provisions of this Agreement.

ARTICLE 17

Reserve for Inclement Weather - Power Failure

17.1 Reserve Hours

(a) Reserve hours do not apply to blacksmiths, shop men, grinders and summer employees.

(b) A reserve of 42 hours will be set up to be paid out in the following way.

(c) When the typical work week (typical work week is understood to mean the average number of hours worked by over fifty (50%) percent of the outside quarry group during one (1) week of those entitled to reserve hours falls below thirty-five (35) hours), four (4) hours will be added to the paid hours. When the typical work week is between thirty-five (35) and forty (40) hours, two (2) hours will be added to the paid hours.

(d) In applying reserve hours during a week in which Saturday is worked, it is agreed that reserve hours for inclement weather will be applied to work done Monday through Friday and that hours worked on Saturday will not be included in determining total hours worked during the week.

(e) To illustrate: If a bar runner works even though less than fifty (50%) percent of the quarry is working, he will receive reserve hours pay at the end of the week the same as the rest of the employees.

(f) Paid hours shall be understood to include premium hours for overtime, paid holidays and vacation time.

(g) The balance, if any, of the 42 hours remaining at the end of the year is to be paid on the last payday before Christmas. Employees with less that one (1) year of service at the end of the calendar year shall be entitled to prorated unused reserve hour payments, if any, based upon months of service.

(h) Inclement weather pay not paid to an individual employee due to sickness, vacation or other authorized absence shall be paid with the balance, if any, at the end of the year.

(i) An employee who starts work during the course of the calendar year shall have the same status as of the date of his employment as other employees have on that date in respect to reserve hour payments to be made during the remainder of the year.

17.2 Power Failure

In the event of a power failure in a section of the operations, employees will continue to work as long as health and safety of employees are not affected and access to the working area is available from another hoist. In the event of power failure, crews will remain on the job for a period of fifteen (15) minutes, for which time they will be paid. If power is not restored at the end of this fifteen (15) minute interval, operations will be closed down upon appropriate notification by the Company.

In the event no notification is given and the employees remain on the job, those employees will continue to receive wages. Article 17.1, Reserve for Inclement Weather, shall not be applied on shutdowns due to power failure.

ARTICLE 18

Non-discrimination

18.1 Non-discrimination

There shall be no discrimination for or against any employee because of his performing the duties of a Union officer or committeeman. The Company shall comply with applicable laws prohibiting discrimination against employees on account of race, color, sex, sexual orientation, religion, national origin or age. Any reference in this Agreement to one (1) gender shall be deemed to apply equally to the other.

ARTICLE 19

Union Representatives

19.1 Union Representatives

Union representatives can come to the office. If management and Union representatives mutually agree, men involved in grievances shall be called to the office for interview. It is agreed

that the President of the Local USWA #4 will only have access to the Rock of Ages Corp. quarry

operations (Barre and Bethel) that are covered by this collective bargaining agreement, specifically

for purposes of administering this agreement.

ARTICLE 20

Suspension of Operations

20.1 Suspension Notice

Adequate notice of any suspension of operations shall be posted stating when plant/quarry will close as well as when work is to be resumed.

ARTICLE 21

LABOR MANAGEMENT TEAM

21.1 LMT Formation

(a) It is mutually agreed to form a Labor Management Team (LMT) composed equally of Union representatives and management representatives in such total number as may be agreed from time to time by the Union and Company. The LMT shall meet at least monthly to discuss and resolve issues of safety, health, betterment, interdivisional job opportunities, productivity and other items as may be appropriate.

(b) The LMT is intended to increase joint cooperation and develop an active employee involvement process. These efforts shall not interfere with any provisions of this Agreement nor circumvent the grievance procedure, nor interfere with management's rights, but it is a goal of the LMT to avoid circumstances or practices which could give rise to a claim by either party that the provisions of this Agreement were not adhered to and to create an atmosphere of cooperation so as to minimize events leading to grievances.

(c)The LMT may have various divisions or advisory groups as mutually agreed and may meet jointly with other U.S.W.A. LMTs formed in other divisions.

(d) The objectives of the LMT will also focus on increasing customer service and satisfaction, more effective methods of operation, enhancing employee morale and creating and assuring full and open communication among employees and the Company. The LMT will analyze and solve identified problems and participate and support in the implementation of agreed solutions. The LMT will also investigate and recommend actions to the Company and Union to increase employee involvement and responsibility in the areas of production, production teams, and quality control.

(e) The Company shall forward minutes of the LMT meetings to the Union and LMT members within ten (10) days of the meeting. The minutes shall include the names of those in attendance, and the date, time and place of the meeting.

1. A schedule of dates, times, and places for the LMT meetings will be forwarded to the union prior to the beginning of each calendar quarter. Up to a maximum of three (3) members will be paid for time while attending the LMT meeting.

2. A schedule of dates, times, and places for the stewards meetings will be forwarded to the union prior to the beginning of each calendar quarter. Up to a maximum of eight (8)members will be paid for time while attending the stewards meeting. Steward from Bethel will be afforded the opportunity to attend the meetings and released from the Bethel quarry forty-five (45) minutes prior to the scheduled starting time of the meeting and will suffer no loss in pay.

ARTICLE 22

Safety Rules

22.1 Safety Issues

(a) The Company will confer with the Union regarding safety and other rules and regulations affecting the health, safety and comfort of the employees. There shall be a Safety Committee to include union representation designated by the Union. Minutes of each meeting will be distributed to all Committee members and the President of U.S.W.A. Local 4.

(b) Any national, state or municipal law enacted for the betterment of wages or working conditions in the granite trade will not be violated. All employees must utilize safety equipment required by any national, state or municipal law.

(c) The Union agrees to cooperate with the Company in enforcing safety rules and practices in an effort to reduce hazards and insure safe working conditions.

(d) Employees are to comply with the safety rules in this Article and are to cooperate fully with the management in the enforcement of these rules.

22.2 Safety Glasses

Safety glasses must be worn on all jobs by all quarry personnel.

(b) The Company shall provide safety glasses for its employees, upon the request of such employees. If an employee needs prescription safety glasses, he shall pay for his own eye examination and shall furnish the prescription to his employer. The Company shall then provide such prescription glasses with a frame selected from the group of standard frames, at no additional cost to the employee. Broken safety glasses shall be replaced by the Company on a reasonable basis.

22.3 Safety Shoes and Gloves

(a) The company shall make safety footwear available to requesting employees from the company supply room or through arrangements with a local supplier. The company will contribute up to $70.00 toward the cost of a pair of safety shoes, for up to a maximum of two (2) pair of footwear purchased each year.

(b) The Company will provide, at no cost to the employee, working gloves that the company feels are suitable for the employee performing the jobs. When an employee requests a new pair of gloves, the old pair must be turned in.

22.4 Rock Drilling

(a) To eliminate the possible silicosis hazard in rock drilling in the Barre Granite quarry belt, the Company has installed dust control equipment which meets the reasonable standards established and published by the Vermont Occupational Safety and Health Administration and/or the National Institute of Occupational Safety and Health of the Mine, Safety and Health Administration, as applicable.

(i) "Rock drilling" shall mean drilling, cutting, chipping, channeling, broaching or crushing rock.

(ii) "Injurious silica dust concentration" shall mean dust produced from drilling silica bearing rock which is in excess of current Tolerance Level Value as established and published by VOSHA and/or NIOSH or MSHA.

(b) Insofar as practicable, all rock drilling operations shall be executed so that there will be no dissemination of injurious silica dust concentrations into the atmosphere.

(c) The whole problem of dust equipment in every department pertaining to quarry operations shall be the subject of study and research by a joint commission. This commission shall consist of the representatives of the Safety Committee.

(d) Dust control equipment shall at all times be maintained in efficient working order and use. Inspections shall be carried out at the request of Company or Union Committee by the state unit charged with industrial hygiene or the appropriate Federal agency and reports of inspections given to both the Company and to the Union.

ARTICLE 23

Management's Rights

23.1 Management Rights

The management of the quarries and the direction of the working forces, including the right to hire, transfer, suspend or discharge for just cause, except as expressly limited by this Agreement, and the right to lay off due to lack of work, and in general all other functions of management unless expressly limited by the Agreement are reserved to and are vested exclusively in the Company.

ARTICLE 24

Temporary Transfers

24.1 Temporary Transfers

If an employee is required to fill the place of another employee, his rate of pay shall not be changed. For example, if an employee is required to fill the place of another receiving a lower rate, his rate of pay will not be reduced. On completing his period of temporary assignment he shall return to his former duties. Temporary assignment to mean a period of thirty (30) days or less. Senior employees to be given preference where possible.

ARTICLE 25

Smoking

25.1 Smoking Policy

The Company and Union hereby agree and jointly designate all work areas in which employees covered by this Agreement perform any work activities as permitted smoking areas and any employee covered by this Agreement shall be permitted to smoke in any area with the sole exception of areas in proximity to combustible materials which are designated by the Company as non-smoking areas. As a matter of common courtesy and health concerns during breaks, employees

will make every effort to refrain from smoking in the quarry warming shacks. It is also mutually

agreed between Union and Management that in the event significant unresolved conflicts arise

concerning this provision, further steps may be taken concerning non smoking provisions.

ARTICLE 26

Discipline/Discharge

26.1 Discipline & Discharge

An Employee who has completed his probationary period shall not be discharged or otherwise disciplined without just cause. A copy of written disciplinary action taken against an employee shall be sent to the Local Union office. Failure to comply within ten (10) days will constitute the warning being null and void.

26.2 Written Warnings

The Company and Union agree that a written warning more than eighteen (18) months old may not be used as the justification for discipline or discharge of an employee. Subject to the immediately preceding sentence, in progressive discipline cases, the Company will continue to consider in accordance with past practice that a written warning or suspension without a follow-up discipline or suspension for the same cause for a period of three (3) months as restarting the progressive discipline process from the next succeeding written warning or suspension for the same cause. Nothing in this Section shall be construed to prevent the Company from discharging or otherwise disciplining an employee for just cause or to prevent the Company and the Union from keeping all disciplinary reports in an employee's personnel file and providing the same to the appropriate parties under the Dispute Settlement procedures of Article 16.

ARTICLE 27

Summer Employees

27.1 Summer Help

(a) The Company shall not be required to provide fringe benefits, pension contributions, insurance coverage or reserve hours as set forth in Article 17 for persons employed during the summer months except for Call-In pay as set forth in Section 2.3.

(b) Summer employee minimum wage rate is fifty ($.50) cents above the minimum rate as set by the U.S. Department of Labor. If such minimum wage rate is increased by the Department of Labor during the life of this Agreement, summer employee pay rates will increase accordingly. Such employees are not to be employed below the quarry rim, the intention being that they are not to perform general production work.

(c) The Company will not have the right to hire such summer quarry employees as long as there are employees of the Company on layoff who can perform available work and who are willing to do so.

ARTICLE 28

Bethel Quarry

28.1 Bethel Quarry Travel Expense

Employees that are assigned to work at the Bethel quarry (per the provisions of Article 12,para.4) will receive, as a temporary rate, fifty ($.50) cents per hr. over the quarry minimum set wage. When an employee is not assigned to the Bethel quarry he may not receive the temporary rate.

IN WITNESS WHEREOF, the undersigned have executed this Agreement Effective May 1, 2000.

THE UNITED STEELWORKERS OF AMERICA

AFL-CIO-CLC

______________________________________

George Becker- USWA International President

_______________________________________

Leo W. Gerard USWA International Secretary/Treasurer

_______________________________________

Richard H. Davis USWA International Vice Pres.,

Administration

________________________________________

Leon Lynch USWA International Vice Pres.,

Human Affairs

_________________________________________

Louis J. Thomas-Director District #4

_________________________________________

Lowell Alexander USWA Staff Representative

__________________________________________

Frederick McGrath USWA Amalgamated Local #4

President

___________________________________________

David Robinson USWA Negotiator Unit #53

___________________________________________

Thomas Wilde USWA Negotiator Unit #53

ROCK OF AGES CORP. - QUARRY DIVISION

____________________________________________

Jon Gregory-President - Quarry Division

QUARRY DIVISION

CALENDAR OF HOLIDAY OBSERVANCES

DURING 2000 - 2003 CONTRACT

2000

Memorial Day May 29 Monday

Independence Day July 4 Tuesday

Labor Day September 4 Monday

Employee Appreciation Day September 5 Tuesday

Veterans Day November 13 Monday

Thanksgiving Day November 23 Thursday

Day After Thanksgiving November 24 Friday

Christmas Day December 25 Monday

2001

New Years Day January 1 Monday

Day Before Town Meeting March 5 Monday

Town Meeting Day March 6 Tuesday

Memorial Day May 28 Monday

Independence Day July 4 Wednesday

Labor Day September 3 Monday

Employee Appreciation Day September 4 Tuesday

Veterans Day November 12 Monday

Thanksgiving Day November 22 Thursday

Day After Thanksgiving November 23 Friday

Christmas Day December 25 Tuesday

2002

New Years Day January 1 Tuesday

Day Before Town Meeting March 4 Monday

Town Meeting Day March 5 Tuesday

Memorial Day May 27 Monday

Independence Day July 4 Thursday

Labor Day September 2 Monday

Employee Appreciation Day September 3 Tuesday

Veterans Day November 18 Monday

Thanksgiving Day November 28 Thursday

Day After Thanksgiving November 29 Friday

Christmas Day December 25 Wednesday

2003

New Years Day January 1 Wednesday

Day Before Town Meeting March 3 Monday

Town Meeting Day March 4 Tuesday

EXHIBIT 10.10

AGREEMENT

This Agreement entered into this 29th day of April, 2000, by and between ROCK OF AGES CORPORATION (the Company) and the GRANITE CUTTERS' ASSOCIATION (the Union).

ARTICLE 1

Term

1.1 This Agreement shall be effective April 29, 2000, and shall continue in full force and effect through April 25, 2003, and from year to year thereafter, unless either party gives notice to the other, not less than sixty (60) days prior to April 25, 2003, or prior to April 25 of any year thereafter, that it desires to alter, amend or terminate any or all of the terms thereof.

ARTICLE 2

Hours of Work

2.1 Eight (8) hours shall constitute a day's work, five (5) days shall constitute a week's work with Saturday a full holiday. Work shall be regarded as being performed on Saturday only if an employee's shift begins on Saturday. Daily working hours will begin not earlier than 7:00 a.m. and end not later than 3:30 p.m., and any work performed by employees on the first shift prior to 7:00 a.m. or after 3:30 p.m. shall be paid for at time and one-half the regular rate of pay, except as modified pursuant to either paragraph (a) or (b) listed below.

(a) Should the Company or Union desire a change of working hours for seasonal conditions it must be agreed by the Company and by a majority vote of the employees represented by the Union and by a majority of employees represented by any other union provided, however, that between January 1 and March 15, an eight (8) hour shift to end no later than 5:00 p.m. may be established for all employees of a saw plant or for the sawyers in a manufacturing plant having a saw which is subject to outdoor weather for periods during which the Company has a reasonable expectation that inclement weather will otherwise adversely affect its operations. On such a special shift, overtime shall be paid before 8:00 a.m. and after 5:00 p.m.

(b) If the Company desires to change the regular daily working hours to begin no later than 7:30 a.m. and to end no later than 5:00 P.M. during the period in which Eastern Standard Time is in effect, the Company has the option to make such change if a majority of its employees represented by the Union and a majority of its employees represented by any other local Union, voting separately in a vote conducted by the respective union representatives approve that change in hours. If the daily working hours are changed pursuant to this paragraph, overtime shall be paid before the starting time and after the finishing time of that eight (8) hour shift.

2.2 Employees are obligated to give notice on the day, as soon as possible, to the Company when they are unable to report for work, stating reason. Failure to provide reasonable notice may be the basis for standard progressive discipline, separate for each day, up to and including discharge.

2.3 If the Company desires to change the regular lunch period from one-half (1/2) hour to one hour or vice versa, the Company has the option to make such change if a majority of its employees represented by the Union and a majority of its employees represented by any other union, voting separately, approve that change in hours.

ARTICLE 3

Extra Shifts

3.1 It is agreed that the employer shall have the privilege of operating three (3) shifts. One (1) shift to be the established working day and to be paid as per Article 4 of this Agreement. The second shift shall be of eight (8) hours duration. In addition to payment for work performed in accordance with Article 4 of this Agreement, employees working on the second shift shall receive a shift premium of one dollar and fifty cents ($1.50) per hour and employees working on the third shift shall receive a shift premium of one dollar and fifty cents ($1.50) per hour for each hour worked. Provided, however, that the full increase in shift premium of fifty cents provided for employees on the second shift shall only be awarded to employees whose base pay is equal to the bill at the start of this contract. Employees who are already above the existing bill for the second shift (i.e., bill plus shift differential of $1.00) shall receive an increase equal to the difference between their above the bill premium and $.50. (Examples: if an employee is $.50 above the bill, there is no increase; if an employee is $.25 above the bill, there is a $.25 increase.)

3.2 In the interests of safety, the Company may require any employee engaged in production work on the floor to work any shift as long as any other person is present on the floor. There must be at least two employees engaged in production work on the floor at all times. A telephone must be readily available on the premises. A single employee may work alone to monitor, correct or restart equipment (including associated work) provided he or she is equipped with a beeper and automatic safety call-in every 15 minutes unless deactivated by the employee.

3.3 In assigning employees to work on the second and/or third shifts, the employer shall first seek volunteers with preference being given on the basis of length of service (seniority) with the employer subject to demonstrated ability to perform the work on those shifts. If there are not sufficient volunteers, employees shall be assigned on the basis of inverse seniority, subject to demonstrated ability to perform the work on those shifts.

ARTICLE 4

Wages

4.1 Minimum Wages

The following are the minimum wage rates for all journeymen granite cutters, polishers, tool sharpeners, sandblasters and draftspersons in effect during the term of this Agreement:

Rate Per Eight (8)

Effective Date Rate Per Hour Hour Day

April 29, 2000$14.55$116.40

May 7, 2001 $14.95 $119.60

May 6, 2002 $15.35 $122.80

4.2 Wage Increase

(a) Effective April 29, 2000, each employee in the bargaining unit shall receive a wage increase of fifty cents ($.50) per hour.

(b) Effective May 7, 2001, each employee in the bargaining unit shall receive a wage increase of forty cents ($.40) per hour.

(c) Effective May 6, 2002, each employee in the bargaining unit shall receive a wage increase of forty cents ($.40) per hour.

4.3 Apprentice Wage Rates

Apprentice wage rates for apprentices employed after April 28, 1997, shall be the following percentage of the applicable journeyman rate:

Start: 70% After 1 year: 90%

After 3 Months: 80% After 18 Months: 95%

After 6 Months: 85% After 2 years: 100%

4.4 Infirm Employees

Employees who through infirmity or other reasons are not able to earn the wage given in this Agreement may work for such wages as may be satisfactorily agreed upon between the Union Business Agent, the employee and the Company. This section shall be administered in compliance with applicable laws governing the employment rights of disabled or handicapped employees.

4.5 Payment of Wages

(a) Wages may be paid by cash or by check in an envelope at the option of the Company. In the event of a default in payment of such check by the Company, such option shall be revoked and payment shall thereafter be in cash. Wages must be paid in full weekly within five (5) working days of the time they become due. Payment to be made during working hours.

(b) An employee having once accepted his pay, his rate of pay can only be changed by mutual consent of employee and the Company, the rate in no case to be below the established minimum rate of wages.

(c) Any employee discharged shall receive his pay immediately. Any employee leaving shall notify his employer two weeks in advance and, having complied with this requirement and worked the two-week period, shall receive his pay in full (earned vacation and bonus, if any, included) on the regular payday for the week of separation in person (or by mail if preferred by the employee). The employer will provide the employee with a written form that the employee will be asked to sign to confirm notice.

(d) The Company shall be required to furnish employees with written information weekly which shall designate the total earnings, total withholdings, number of hours worked at straight time and number of hours at overtime and rate of pay.

4.6 Report Pay

In the absence of a notice not to report to work, should an employee report to work and be discharged before work begins or during the first two (2) hours of the day, he or she shall be paid no less than two (2) hours' pay, except in the case of a cutter intentionally or negligently spoiling a stone.

4.7 Wage Adjustments

If at any time during the existence of this Agreement a wage increase should be granted, any employee receiving more than the minimum wage as provided in this Agreement shall receive the same wage adjustments but for no reason shall his wages be reduced before making said adjustments. There shall be at least two months notice before any reduction in pay above the bill; the Company will also provide that notice to the Union.

4.8 Workers' Compensation

If an employee has to leave work because of a workers' compensation injury and is unable to return, he or she shall suffer no loss of straight time pay for that day.

4.9 Jury Duty An employee who is required to report for jury duty on a day when he or she otherwise would have worked shall receive a day's regular straight-time pay for up to a maximum of thirty (30) days per calendar year. The Company can require verification of jury duty served. It is understood that if an employee is released from jury duty so that he or she can reasonably report for work at least two hours before the end of his scheduled shift, he or she must report for work on that day. If jury duty commences in the afternoon, the employee shall report to work at the start of his or her shift, and shall leave work at a reasonable time so that the employee can return home, and then travel to court.

If an employee reports to work for part of a workday, he or she shall be paid his regular wages for the time worked, and shall be paid the appropriate fraction of a day for jury service. All work done outside of the regular work hours shall be paid at the appropriate overtime rate, regardless of whether part of the day was spent in jury service.

ARTICLE 5

Overtime

5.1 All work done outside of the regular hours shall be paid at the rate of time and one-half. The Company may schedule two hours of overtime in a regular work day and five hours on Saturday. Any additional overtime shall be subject to the approval of the Business Agent. No employee shall be required to work overtime.

5.2 The Company shall offer overtime to employees performing that category of work in order of seniority, unless it is demonstrated that the senior employee lacks ability to perform that overtime work. It is understood that the employees will cooperate to assure adequate staffing of the Company's overtime requirements. The Company may assign overtime work on a particular job, without any regard to seniority, to an employee who has previously worked on that job.

Repeated refusal to work overtime will allow management to offer the overtime to others with less seniority. Management shall issue a notification that the overtime shall be offered to others. The employee's rights to overtime shall be terminated until the employee gives notice that he or she will accept overtime.

Management should provide reasonable advance notice of overtime. Absent extraordinary circumstances, notice of overtime on Saturday will be provided no later than Thursday at noon.

ARTICLE 6

Holiday Pay

6.1 Paid Holidays

(a) The eleven (11) paid holidays shall be: New Years' Day, the day preceding Town Meeting Day, Town Meeting Day, Memorial Day, July Fourth, Labor Day, Employee Appreciation Day (the Tuesday following Labor Day), Veterans' Day, Thanksgiving Day, Friday after Thanksgiving Day and Christmas Day, and shall be paid regardless of whether the holiday falls on a Saturday or Sunday.

(b) The holidays for the term of this contract will be observed in accordance with the holiday calendar attached hereto.

(c) Employees who are laid off during either of the weeks in which Town Meeting Day or Thanksgiving falls shall not be eligible for holiday pay in those weeks. Instead, such employees must as individuals report for work on the first work day following the conclusion of any such layoff and such employees may collectively and mutually agree with the Company on days when they will, as a group, take personal days off with pay if they are otherwise eligible for the holiday pay. Such personal days must be taken within thirty (30) days after the first work day following the conclusion of the layoff in question and if mutual agreement is not reached, the employees will receive pay in lieu of any holidays to which they are entitled.

6.2 Eligibility

(a) The employee must have at least thirty (30) working days' accumulated service to be eligible for paid holidays. After completing thirty (30) working days' service, any paid holiday that fell within the thirty (30) working day period becomes payable. If an employee quits before he or she has accumulated thirty (30) working days' service, no holiday pay is due. If he or she is laid off or is discharged through no fault of his own before he or she has accumulated thirty (30) working days' service, any holiday which fell within the period of his employment and discharge becomes due and payable.

(b) Subject to 6.1(c), any employee who works to within four (4) working days of a paid holiday and who has thirty (30) working days' accumulated service with the Company and is then discharged or laid off will nevertheless receive the holiday pay.

(c) When a holiday falls in an employee's vacation, the employee shall have the option of receiving pay for that day at straight time in addition to vacation day, or taking a personal day at full pay within ninety (90) days of the original date of the holiday.

(d) During the week of a paid holiday, the employee must work a minimum of a full scheduled work week excluding the holiday or holidays less one (1) scheduled workday. Exceptions to the above ruling can be made only by prior arrangements with management. Sickness during the week of holiday shall not disqualify an employee if he or she has notified the Company.

(e) Apprentices are to be eligible for paid holidays.

(f) No employee shall be entitled to the holiday pay as provided in this Article if such employee is not working and is receiving compensation or benefits during such period in which he or she is not working, whether he or she is receiving such compensation or benefits under the State Unemployment Compensation Act, State Workers' Compensation Act, Granite Group Insurance Trust, or from any similar source to which the Company contributes.

6.3 Holiday Work

For all work done on Sundays or on the following holidays, double time plus the holiday (if applicable) shall be paid: January First, the day preceding Town Meeting Day, Town Meeting Day, Memorial Day, July Fourth, Labor Day, the Tuesday following Labor Day, Veterans' Day, Thanksgiving Day, Friday after Thanksgiving Day and Christmas Day.

6.4 In the event of a state or federal law affecting the date on which holidays are celebrated, the parties hereto will negotiate with respect to appropriate changes in this Article with the understanding that the number of holidays shall remain the same as set forth above.

6.5 Any paid days off to which an employee is entitled under this Article shall include second and/or third shift premiums, as the case may be, if the employee is assigned to such shift on the day(s) for which he or she is entitled to such pay.

ARTICLE 7

Vacations

7.1 Vacation Period

The vacation period shall be May 1 to April 30. There shall be a staffing goal of no more than 20% absent for vacation in each GCA category of work at any time.

The first two weeks of vacation shall be taken in not less than one week segments. Employees shall select the first two weeks of vacation on the basis of the seniority roster in each work area. After all employees have selected the first two weeks of vacation, employees shall select the third and fourth week of vacation on the basis of the seniority roster in each work area. Requests for one-week segments will take priority over requests for single days for the third and fourth week of vacation, regardless of seniority. In all other conflicts in requested dates, seniority shall govern unless the Company can show that the senior employee's presence in the requested period is indispensable. Employees required to report for national guard or similar military duty shall have priority over requests for vacation.

The Company shall provide a vacation selection form on the first payday an employee works after January 1 of each year. An employee must complete the form by March 1 to preserve seniority privileges for selecting vacation. The form should state that March 1 is the deadline for return of the form, and that failure to complete the form by March 1 will result in loss of seniority privileges for selecting vacation. On approximately February 15, the Company shall post a notice and a reminder with paychecks that failure to complete vacation forms by March 1 will result in loss of seniority rights for selecting vacation.

An employee shall have the option of taking the third or fourth week's vacation as a bonus on the first payday in December.

7.2 Vacation Payments

Payment of vacation pay to employees will be made in advance. If an employee resigns, vacation pay or fraction thereof shall be payable in cash or check on the regular pay day for the week of separation. If an employee is permanently laid off, his vacation or fraction thereof shall be payable in cash or check in the week in which he or she is permanently laid off.

7.3 Requirements

(a) Vacations will be granted to employees who have fulfilled the following requirements prior to May 1:

(I) An employee must have worked ninety percent (90%) of the regular hours worked by the plant during his period of employment for the twelve (12) months preceding May 1, the start of the vacation period, to be eligible for full vacation earned.

(ii) Three-fifths (3/5ths) of full vacation earned if employee has worked eighty percent (80%) of the plant hours scheduled.

(iii) No vacation earned if employee has worked less than eighty

percent of the plant hours scheduled.

(iv) Overtime hours worked shall be included in determining whether an

employee has met the requirements of the subsection (i) and (ii).

(i) Time lost due to layoff of thirty (30) calendar days or more, resignation, discharge or strike will not count as time worked or earned, but shall not break industry service should the employee re-enter the industry except as provided in Section 7.4(e).

(ii) An employee who has been employed by the Company for at least six (6) months shall be credited, with up to a maximum period of one (1) year, time lost by employee's sickness or accident or absence sanctioned by management in writing, as earned time and accordingly the employee will be paid vacation pay.

Example: A employee works two (2) years and three (3) months for one employer and then is absent from work for nine (9) months because of sickness. At the end of the nine (9) months' sickness, he or she returns to work. The earned time is three (3) years. If, after receiving vacation pay, he or she then only works another two (2) months, he or she is entitled to two-twelfths (2/12ths) of two weeks' vacation; six (6) months, six-twelfths (6/12ths) of two weeks, and so forth.

(iii) Apprentices do not accrue vacation until after completing six months of employment. Once an apprentice completes six months, accrual of vacation time is retroactive to the first day of employment.

7.4 Amount of Vacation

Vacations will be granted to employees as follows:

(a) First Week. One (1) week's vacation or fraction thereof will be granted employees with less than one (1) year of industry service on May 1 based upon the number of months he or she has been employed in accordance with the table below. This will establish him on a May 1 to May 1 basis for future vacation calculations.

Length of Industry Service Vacation

1 mo. 1/12 of a week 3.3 hours

2 mos. 2/12 of a week 6.6 hours

3 mos. 3/12 of a week 10.0 hours

4 mos. 4/12 of a week 13.3 hours

5 mos. 5/12 of a week 16.5 hours

6 mos. 6/12 of a week 20.0 hours

7 mos. 7/12 of a week 23.1 hours

8 mos. 8/12 of a week 26.4 hours

9 mos. 9/12 of a week 30.0 hours

10 mos. 10/12 of a week 33.3 hours

11 mos. 11/12 of a week 36.3 hours

12 mos. 1 week 40 hours

Length of Industry Service Vacation

1 mos. 1/12 of 2 weeks 6.6 hours

2 mos. 2/12 of 2 weeks 13.3 hours

3 mos. 3/12 of 2 weeks 20.0 hours

4 mos. 4/12 of 2 weeks 26.6 hours

5 mos. 5/12 of 2 weeks 33.3 hours

6 mos. 6/12 of 2 weeks 40.0 hours

7 mos. 7/12 of 2 weeks 46.6 hours

8 mos. 8/12 of 2 weeks 53.3 hours

9 mos. 9/12 of 2 weeks 60.0 hours

10 mos. 10/12 of 2 weeks 66.6 hours

11 mos. 11/12 of 2 weeks 73.3 hours

12 mos. 2 weeks 80.0 hours

(c) Third Week. Employees will be granted a third week's vacation or fraction thereof computed on a May 1 to May 1 basis beginning with the second May of his continuous employment in the industry as follows:

2nd May - 1 day - 8 hours

3rd May - 2 days - 16 hours

4th May - 3 days - 24 hours

5th May - 1 week - 40 hours

(d) Fourth Week. Employees will be granted a fourth week's vacation computed on a May 1 to May 1 basis beginning with the twenty-fifth May of his continuous employment with the Company as follows:

21st May - 1 day - 8 hours

22nd May - 2 days - 16 hours

23rd May - 3 days - 24 hours

24th May - 4 days - 32 hours

25th May - 5 days - 40 hours

(e) Such vacation (time off) or vacation pay shall be paid at the straight time hourly rate of pay in effect for the employee at time of taking vacation or receiving fractional vacation pay upon separation from employment. In figuring all earned vacation, a percentage of the regular straight time hours worked during the year preceding May 1 will be used to determine the vacation pay. Overtime is not to be used in computing vacation time.

Vacation pay and vacation bonuses shall include shift premiums for employees regularly assigned to the second or third shifts, as the case may be, when such vacation or bonus pay becomes due and payable. Subject to the advance approval of management (which approval shall not be unreasonably withheld), employees may occasionally take one-half day of vacation. Half-days cannot be scheduled on the annual vacation calendar.

(f) For the purpose of this Article, an employee's industry service shall be deemed terminated in the event the employee voluntarily leaves the industry. If an employee on layoff secures work in another field while waiting for an opening in the granite industry, but continues to maintain union membership and contact with the union and applies for industry

employment, his service shall not be considered terminated for the purposes of this article until twelve (12) months from the date of layoff.

(g) For the purpose of computing vacation pay or fraction thereof, an employee hired on or before the fifteenth (15th) of a month shall be credited with the full pro rata vacation pay otherwise attributable to that month, and an employee hired after the fifteenth (15th) day of a month shall not be credited with any pro rata vacation pay for that month. An employee whose employment terminates on or after the fifteenth (15th) of the month shall be credited with full pro rata vacation pay otherwise attributable to that month. An employee whose employment terminates before the fifteenth (15th) of the month shall not be credited with pro rata vacation pay for that month.

Example: A employee comes to work on February 13, 1980. On May 1, 1980 he or she has completed three (3) months employment and he or she is entitled to fractional vacation pay of three-twelfths (3/12ths) of one (1) week. On May 1, 1981, the second May of his employment, he or she is entitled to two (2) weeks vacation pay payable at vacation time and one (1) day of vacation pay payable at Christmas. On May 1, 1982, he or she would be entitled to two (2) weeks and two (2) days; May 1, 1983 - two (2) weeks and three (3) days; and May 1, 1984 - three (3) weeks. It is assumed in this Example that the employee worked at least ninety percent (90%) of the scheduled hours worked by the plant during each of the applicable twelve (12) month periods. If he or she has worked eighty percent (80%) of the time, he or she will receive three-fifths (3/5ths) of the vacation pay otherwise due

7.5 Severance of Employment

A new employee or an employee who is laid off, discharged or quits is to be allowed the vacation benefit to which he or she is entitled under Section 7.4 above, prorated according to his months of service; for example, one (1) month = 1/12th; three (3) months = 3/12ths; ten (10) months = 10/12ths etc.

7.6 Special Employment

The vacation pay of employees, who by the specialized nature of their work are employed by two (2) or more employers in the course of the year, shall be paid by each employer in proportion to the time he or she has employed the specialist.

ARTICLE 8

Bereavement Pay/Birth of an Employee's Child

8.1 Employees shall receive bereavement pay following the death of the relatives listed in this Article, and the funeral and its arrangements occur during the employee's scheduled workday. There shall be five days bereavement leave for the death of a parent, spouse or child/stepchild. There shall be three days bereavement leave for the death of a, brother, sister, stepmother, stepfather, spouse's father, spouse's mother, spouse's stepmother, stepfather, or grandchild.

There shall be one day bereavement leave for the death of a grandparent, the grandparent of a spouse, a brother-in law, a sister-in-law or a "significant other." If an interment is postponed to a later date and occurs during the employee's scheduled workday, the employee may take one of the three foregoing days off with pay on the day of interment.

8.2 Any paid days off to which an employee is entitled under this Article shall include second or third shift premiums, as the case may be, if the employee is assigned to such shift on the day(s) for which he or she is entitled to such pay.

8.3 An employee will be entitled to a day off with pay for the birth of the employee's biological child or the adoption of a child.

ARTICLE 9

Insurance

9.1 The Company agrees to provide group insurance to employees and dependents as set forth herein.

9.2 Benefits (a) The health and welfare plan administered by the Company or its administrator as selected by the Company shall provide for benefits as follows:

(i) Group life insurance - $50,000, effective May 1, 2000; $55,000 effective May 1, 2001; and $60,000, effective May 1, 2002.

(ii) Sickness and accident insurance - $310.00 per week, effective May 1, 2000; $315.00 per week, effective May 1, 2001; and $320.00 per week, effective May 1, 2002 for 52 weeks with a Social Security offset for the last 26 weeks thereof; eligibility commences on the first day of accident or hospitalized sickness and the fifth day of non-hospitalized sickness. If an employee qualifies for sickness and accident insurance because of five (5) days of non-hospitalized sickness and remains qualified for at least one additional week, the Company will pay the employee the benefit described in this Article for the unpaid five-day qualifying period.

(iii) Accidental death and dismemberment insurance - the benefit shall be $50,000, effective May 1, 2000; $55,000 effective May 1, 2001; and $55,000, effective May 1, 2002.

(iv) Paid-up Term life insurance. (1) Employees with ten (10) or more years of service retiring on a regular or early retirement pension will be given a fully paid $6,000 life insurance policy.

Any employee with ten (10) or more years of service becoming totally disabled will continue to receive coverage for the full amount of life insurance then in effect until he or she becomes substantially employed, as determined by the Company or insurance administrator, at which time the insurance will be eliminated completely; or until age sixty-five (65) when it will be eliminated and replaced by a $6,000 insurance policy that has been fully paid by the Company.

The full amount of life insurance shall apply to employees with at least 10 years service, and the amount of insurance shall be prorated down by years of service for employees with less than 10 years of service.

(v) Hospital Coverage - equivalent to the Blue Cross semi-private 365-day plan.

(vi) Medical and Surgical Coverage - equivalent to the Blue Shield 100% usual and customary plan with "Y" rider.

(vii) Major Medical Coverage - equivalent to $1,000,000 lifetime maximum plan (80% over $100 annual deductible).

(viii) The Company shall provide an optional medical insurance plan equivalent to the Vermont Health Partnership plan, subject to the following general conditions:

1) The employee shall have the option of selecting VHP or JY, without any pressure to select either option.

2) The Union Business Agent shall be given a reasonable opportunity to consult with new hires and employees prior to initial selection of health plan.

3) There shall be two periods of open enrollment in the first year, one each year thereafter.

4) Changes to either plan can be implemented at any time only when mutually agreed upon between both labor unions and management. Other insurers and third-party-administrators can be used as long as there is no reduction in benefit level at the time of change, and only with mutual agreement of both unions and management.

5) The JY level of benefits shall be made available to all employees, with VHP as an optional level of benefits for those who select.

6) Employees selecting VHP shall be required to pay 12 % of the premium, in addition to visit fees required by the VHP plan.

7) There shall be a dental plan, with 100%-60%-0% coverage at the level of benefits described on the Delta quote provided to all employees who obtain health insurance under VHP. The employee contribution to the premium shall be 12%.

8) There shall be a vision plan at the level of benefits described as VSP Plan A with a $20.00 per eye exam and $20.00 per material charge made available to all employees who obtain health insurance on both JY and VHP. Employer will pay 83% of the premium, and employee will pay 17% of the premium for JY enrollees; 88-12% split for VHP enrollees.

(ix) The Company shall pay the full premium for health insurance for one month for retirees with at least five years continuous company service, and two months for retirees with at least ten years continuous service with the company.

(b) The insurance benefits which are provided shall be described in a brochure which shall be distributed to employees. The terms and conditions under which such benefits are provided are governed by insurance agreements between the Company and its insurance carriers. The Union and the Company shall work together in good faith to help preserve quality benefits, control costs, and provide information to employees.

9.3 Contributions (a) The Company is required to pay the full cost of employees' benefits, except that employees shall pay 17% of the premium for the JY health insurance, and 12% of the premium for the VHP health insurance. Eligible employees shall pay 12% of the premium for the dental plan. Employees covered by JY shall pay 17% of the premium for the vision plan. Employees covered by the VHP shall pay 12% of the premium for the vision plan. It is recognized that the group insurance plan is a "level of benefits" plan and that the Company's contributions will be adjusted in accordance with changes in the cost of the guaranteed benefits.

(b) The Company shall continue its contributions for the health insurance coverage, life insurance and accidental death and dismemberment insurance of a laid-off employee for three (3) calendar months (provided the employee makes his contribution if any is required). If the employee is laid off on or before the fifteenth (15th) of a month, that month shall be considered the first of the three months; and if the employee is laid off after the fifteenth (15th) of a month, the following calendar month shall be considered the first of the three months. If an active employee dies, the Company will continue health insurance for the survivor(s) on the employee's health plan for three (3) months at no cost to the deceased employee's family. To keep policies in force, both the Company and employee must pay his share while the employee is off the job because of sickness and accident, strike or lockout or any other suspension in the industry beyond the control of either management or labor.

9.4 Disability (a) If an employee is permanently and totally disabled, the Company shall continue its contribution for up to six (6) months, as described in the previous section "Contributions." Thereafter, the Company will provide such health insurance contributions (provided the employee makes his contribution, if any is required) for five (5) years from the date when he or she ceased to work due to such disability. At the end of such five (5) year period, the Company shall thereafter continue its contributions for individual coverage only, as long as the employee makes his contribution and is permanently and totally disabled, or until he or she reaches age 65, whichever occurs sooner; provided, that the Company will not make any contributions described in this subsection (a) during any period when the employee or his spouse is employed and group health insurance benefits are available to them, or after he or she reaches age 65. The Company and the Union may amend this subsection in their discretion.

9.5 Retired Employees Effective May 2, 1981, any employee who has retired after April 30, 1975 under the provisions of the Barre Belt Granite Employer-Union Pension Plan shall be allowed to continue group insurance coverage in the amount of $3,000 of term insurance, subject to any applicable insurance carrier rules and regulations. The full cost of such coverage will be paid by the retired employee at the group rate applicable to the term life insurance including such insurance for retired employees being provided through the Company. The premium to be paid by such retired employees shall be deducted from the monthly retirement payable to him under the Pension Plan.

9.6 The Company is authorized to utilize the services of an impartial professional consultant as deemed necessary to advise concerning the proper operation of the insurance program.

9.7 The parties agree to consider and implement by agreement health insurance cost containment measures with a view to improving and increasing the quality and efficiency of health care.

9.8 The Company shall provide the Union with any notices threatening or canceling any insurance coverage provided for Union employees under this Agreement. Immediately upon cancellation, the Union and the employees may withhold all services until such time as the insurance has been fully reinstated with retroactive coverage.

ARTICLE 10

Pension Plan Agreement

10.1 Merger of the Pension Plan

The Barre Belt Granite Employer-Union Pension Plan (the "Plan") has merged with and into the Steelworkers Pension Trust (the "Pension Trust") pursuant to the terms of a certain merger agreement (the "Merger Agreement") between the Plan and the Pension Trust, the terms of which are incorporated herein by reference. (Hereafter, the merger of the Plan and the Pension Trust is referred to as the "Merger".)

10.2 Incorporated Documents

This Article 10 incorporates by reference the terms of a Merger Agreement between the Plan and the Pension Trust, and the provisions of the documents governing the Pension Trust, including the "UIU Declaration of Trust, Effective December 5, 1997."

10.3 Contribution Rate

The month for which the contribution is due is referred to as the "benefit month," and the month prior to the benefit month is referred to as the "wage month." The Employer shall contribute to the Pension Trust each and every benefit month a sum of money equal to $1.20 per hour for each hour worked by all Covered Employees during the wage month. Effective April 28, 2001, the contribution shall increase to $1.25 per hour. Effective April 27, 2002, the contribution shall increase to $1.30 per hour.

10.4 Covered Employees

Covered Employees are all employees employed within the Union's Bargaining Unit who were actively employed by the Employer for any length of time during the wage month. The Employer is required to make a contribution on an employee whose employment is terminated during the wage month.

10.5 Hours Worked

The term "Hours Worked" means not only hours actually worked by Covered Employees but also hours not actually worked but for which Covered Employees were paid because of vacation, holidays, jury duty or bereavement leave.

10.6 Payment of Contributions

Contributions are due from the Employer on the fifteenth (15^th) day of the benefit month, commencing with the benefit month of February 1999 and each and every month thereafter so long as this agreement is in force.

10.7 Coverage--Newly Hired Employees Not Previously Covered

10.8 Coverage--Newly Hired Employees Who Were Previously Covered

10.9 Contribution Reports and Data

10.10 Delinquent Employers

ARTICLE 11

401K Plan The Company will establish a Section 401(k) plan for all its union employees. The Company will match contributions at 30% of the first $1,000 and 10% of the excess up to the maximum contribution level allowed under the plan.

ARTICLE 12

Notices

12.1 The Company shall install a bulletin board for joint use of the Company and Unions.

12.2 Before suspending operations the day before or the day after a scheduled holiday, at least three (3) working days' notice must be posted on the bulletin board.

12.3 At least twenty-four (24) hours' notice of any other suspensions of operations must be posted on bulletin boards stating when plant will close as well as when work is to be resumed.

12.4 An employee who gives his employer two (2) weeks' written notice before resignation will not be dismissed during the notice period without just cause which shall include the employee's failure to perform the work assigned or to report to work on time as that employee would normally do. An employee who gives notice of resignation shall remain subject to layoff during the notice period. The employer will provide the employee with a written form that the employee will be asked to sign to confirm notice.

12.5 If an employer decides to meet and speak to an employee because the employer believes that any further infraction will lead to discharge, the employer shall inform the union and invite the union business agent to attend the meeting. If the business agent is unavailable, notice can be provided to a Union officer or shop steward.

ARTICLE 13

Layoff and Recall

13.1 Layoff and recall shall be on the basis of seniority with the Company, with most senior employees enjoying preference to avoid layoffs and to be recalled. Unless it is demonstrated that a senior employee lacks proficiency to perform work in another category, the senior employee shall have the right to move to another category to avoid layoff. A layoff shall not interrupt the accrual of industry service. Employees shall have recall rights for twelve (12) months from the date of layoff.

13.2 The Company shall provide the Union with a seniority roster semi-annually, in April and October. There shall be a single seniority roster for all GCA employees of the Company.

ARTICLE 14

Union Security

14.1 Employees covered by this Agreement shall, as a condition of employment, be or become members of the Union on the thirty-first calendar day following their date of employment or the effective date of this Agreement, whichever is later. As a condition of continued employment, employees must remain members of the Union in good standing with respect to payment of initiation fees (if not already a member) and periodic dues uniformly required as a condition of acquiring or retaining membership.

14.2 Operators of all granite, marble or other stone working machinery shall be members of the Union such as: computerized stencil cutting machines, sandblast, surface cutters, carbos, planers, lathes, die sinkers, polishing wheels, saws, paper rolls, sharpening machines, surface plates, guillotines, sandblast stencil cutting machines, carvers, etchers, auto etchers and wire sawing on granite when detached from the quarry. The operation of machinery that performs functions substantially similar to the functions performed by the machinery listed in this Article shall be by members of the Union. Except as specified otherwise in this Article, all work that is assigned to the jurisdiction of the various trades and specialties within the Union by the terms of this Agreement shall only be performed by Union members. In each facility, there may be no more than one owner operating machinery that is assigned to Union members under the terms of this agreement; any other owner may operate machinery only if they are Union members. Only foremen and management shall have the authority to discipline, hire or fire union employees. Foremen shall not perform union work, but shall limit their responsibilities to supervision and instruction.

14.3 GROUP LEADER-LEADMAN. A group leader or leadman is a bargaining unit employee who has responsibilities under a foreman in a specific work area or section. He or she is in charge of that area in the absence of a foreman. Following instructions of the foreman, he or she directs employees in routine work including priority and movement of work in process. He or she has the responsibility to inspect and reject units if they do not meet quality standards. He or she can instruct employees and answer routine questions about work. He or she does not have the power to hire, fire or adjust wages for personnel, or effectively recommend the same.

ARTICLE 15

Check-Off

15.1 It is agreed that Union initiation fees, membership dues, and assessments uniformly imposed on all members, in accordance with the Constitution and By-Laws of the Union, shall be deducted monthly from the pay of each employee who executes or has executed the following "authorization for check off" form:

"I, the undersigned, an employee of Rock of Ages Corporation, hereby

authorize and direct the Company to deduct from my wages as checked below:

( ) Initiation fees

( ) Monthly union dues

( ) Assessments uniformly imposed on all members as designated by the

Union, and pay same to the Granite Cutters' Association.

"I understand that this authorization is irrevocable for a period of one

year or until the expiration of the Agreement between the Union and the Company, whichever occurs sooner, and shall be automatically renewed for successive periods of one (1) year each or for the period of each succeeding applicable collective agreement between the Company and the Union, whichever shall be shorter, unless I notify the Company and the Union in writing by registered mail, return receipt requested of my desire to cancel and revoke this assignment, within ten (10) calendar days prior to the expiration of each period of one year, or of the expiration of each applicable collective agreement between the Company and the Union, whichever occurs sooner."

15.2 Deductions shall be remitted by the end of each month to an officer designated by the local union along with a list of the employees from whom deductions are made.

ARTICLE 16

Dispute Settlement 16.1 Any difference which may arise as to the meaning of this Agreement or any memorandum agreement between the parties as to compliance with the terms of such agreements shall be resolved as follows:

Step 3: Between the Union Business Representative and/or Union Steward and the Division Vice President and/or the Plant Manager. If the matter is not settled at this step, then a formal written grievance will be submitted within five (5) working days.

Step 4: Between the Granite Cutters' Association Staff Representative, Local Union Business Agent, the President of the Company, the Division Vice President and/or the Plant Manager.

In the event a difference is not appealed to the next succeeding step of the above procedure within the time limit specified, the right of appeal shall be lost.

The aggrieved employee may attend any steps of the grievance procedures. Time limits may be extended by mutual agreement.

16.2 Grievances may be initiated by the Company. The grievance shall be discussed between the Company representative and the Steward, Local Union President and/or Union Business Agent or other Union representative. In the event such difference is not settled through such discussion, the dispute will be further processed in accordance with the provisions of Section 16.1, Steps 3, 4 and 5.

16.3 Grievances processed in accordance with the provisions of this Article must be in writing and signed by the grieving party for submission to Step 4 and succeeding Steps. It is mutually understood that the words "Foreman" or "Plant Manager" may be replaced by the word "Company" where appropriate. Time limits may be extended by mutual agreement.

16.4 The Union agrees that during the term of this Agreement neither the Union nor its members shall encourage or engage in any strikes, stoppages, slowdowns or other interruption of work, and the Company agrees that there shall be no lockouts.

ARTICLE 17

Plant Access

It is agreed that a Business Agent and/or Union official shall be permitted to enter any plant during working hours or during hours when such agent or official has reason to believe employees are working, for the purpose of administering the provisions of this Agreement. A committee wishing to enter the plant during working hours must first get permission at the office.

ARTICLE 18

Nondiscrimination

The parties shall comply with all applicable laws governing equal employment opportunities for employees covered by this agreement. This shall include laws prohibiting discrimination against employees on account of race, color, gender, religion, national origin, age, sexual preference, protected handicap or union activities.

ARTICLE 19

Governmental Regulations

The Company will comply with all applicable laws, including workers' compensation and unemployment compensation laws, enacted for the betterment of wages and working conditions in the granite trade. All employees must utilize safety equipment required by applicable law.

ARTICLE 20

Substandard Operations

It is acknowledged by the parties that production of granite products under conditions less favorable than those contained in this Agreement represents a threat to the prosperity of the industry and the health and living standards of the employees working herein. If a full-time employee works for another person or firm in the industry which competes with his employer, it shall constitute just cause for disciplinary action, leading to discharge for subsequent or continuing offenses. Work performed on the premises of the Company on projects in which the Company has some interest shall not be considered moonlighting, and shall not subject the employee to discipline or discharge. The parties acknowledge that such moonlighting by full-time employees is generally harmful to the industry and to the employees. It should be discouraged. An employer found to have engaged or employed a moonlighter shall be required to pay time and one half for all hours worked by the moonlighter; shall be required to make all fund payments for such hours worked to the Barre Belt Pension Fund to the extent permitted by such funds; and shall be subject to other sanctions as a grievance committee or arbitrator deems just.

ARTICLE 21

Labor Management Team It is mutually agreed to form a Labor Management Team (LMT) composed equally of Union representatives and management representatives in such total number as may be agreed from time to time by the Union and Company. The LMT may meet on mutually agreeable occasions to discuss and resolve issues of safety, health, betterment, interdivisional job opportunities, productivity and other items as may be appropriate.

The LMT is intended to increase joint cooperation and develop an active employee involvement process. These efforts shall not interfere with any provisions of this agreement nor circumvent the grievance procedure, nor interfere with management's rights, but it is a goal of the LMT to avoid circumstances or practices which could give rise to a claim by either party that the provisions of this agreement were not adhered to and to create an atmosphere of cooperation so as to minimize events leading to grievances.

The LMT may have various divisions or advisory groups as mutually agreed and may meet jointly with LMTs formed in other divisions and with other unions of the Company.

ARTICLE 22

Safety Measures

22.1 Suction Devices

The Company shall maintain its plants with suction equipment as described below:

(a) All bankers using pneumatic tools and surface machines shall be equipped with suction devices.

(b) Every employee cutting granite shall be provided with an adequate suction device. No granite shall be cut unless this requirement has been met.

(c) All emery wheels, in the blacksmith's shop and plant, shall have suitable safety and suction devices. All rounding of edges and other operations, with a pneumatic or electric machine, shall only be done with the added use of a suction device.

(d) All sandblast rooms shall be equipped with suitable suction devices so that they shall be in a dustless condition, both inside and outside.

(e) All suction equipment shall be of the vacuum type complete with adequate dust arrestors, which will filter the air before discharge into the atmosphere.

(f) All surface cutting machines in the cutting section of the plant shall be equipped with proper suction devices and shall immediately cease operations when a breakdown in the air suction or other devices occurs or when such air suction or other attachments become defective. Workers must, at all times, be amply protected from chips, grit or water from any machine. Proper screens, butty-boards or any other suitable method must be furnished and used. Bumpers must not be used.

(g) The Engineer for the Department of Labor and Industry for the State of Vermont shall confer with the Company and the Business Agent concerning the proper function of all suction equipment in granite plants.

22.2 Safety Glasses

The Company shall provide safety glasses for its employees, upon the request of such employees. If an employee needs prescription safety glasses, he or she shall pay for his own eye examination and shall furnish the prescription to the Company. The Company shall then provide such prescription glasses at no additional cost to the employee. Broken safety glasses shall be replaced by the Company on a reasonable basis.

22.3 Plant Heat

Cutting plants and air for pneumatic machines is to be heated to at least sixty (60) degrees. Hot water must also be provided. If the Union initiates a grievance for the Company's failure to heat the plant to 60 degrees, the arbitrator is authorized to impose a penalty of two (2) hours' pay for time lost due to lack of heat. The arbitrator shall be authorized to impose a penalty of up to four (4) hours' pay in situations where the Company has been found to have repeatedly failed to heat the plant as required under this Section and if the arbitrator finds that the circumstances of such violations warrant an additional penalty.

22.4 Miscellaneous

(a) No employee shall be permitted to operate automatic and manual sandblast at the same time, except under conditions mutually agreeable to the union and the Company.

(b) In turning down grindstones, water in sufficient quantities or other suitable devices must be used at all times to keep down the dust.

(c) Toilets connected with running water must be furnished in every plant and must be always kept in sanitary conditions, thoroughly boxed in and ventilated so as to eliminate all odors in conformity with health laws.

(d) Drinking water with sanitary bubblers must be furnished in every plant.

(e) A device to give ample warning when stones are being carried through the plant will be used with the operation of each traveling crane.

(f) The Company shall, at its expense, replace chalk and chalk lines, pencils and sandblast knives, tapes, rulers, handles, aprons, rubbers and similar equipment on a reasonable basis. The Company shall make safety footwear (steel toe) available to requesting employees from the Company supply room. For each requesting employee, the Company will contribute once a year to defray the costs of safety footwear (i.e., steel toe). The Company shall pay the full cost of the safety footwear, up to a maximum of sixty ($60.00) dollars. Subject to the advance approval of the Company, boots worn out on the job may be replaced with prior approval. All Union employees shall wear safety footwear (steel toe) while on the job.

22.5 Consultation and Enforcement The Company will confer with the Union regarding safety and other rules and regulations affecting the health, safety and comfort of the employees. The parties agree to cooperate with each other in enforcing safety rules and practices in an effort to reduce hazards and insure safe working conditions.

ARTICLE 23

New Machinery

23.1 The Company and the Union agree that, for the best interest of the employees, the Company and the community as a whole, they favor and will encourage the progress and growth of the Granite Industry in Vermont. The Company has the right to introduce new machinery into the plant, and the assignment of an operator to new machinery will be made on a reasonable basis with appropriate consideration for safety, workload, existing practices, and operational requirements including production efficiency and flexibility.

The Company agrees that, in the operation of granite working machinery, the present jurisdiction of the union will be preserved. The Company further agrees that employees covered by the agreement shall be given reasonable opportunity to become proficient with new granite working machinery. It is understood that the employees of a manufacturer displaced because of the introduction of new machinery into the plant shall be given such first opportunity.

ARTICLE 24

Apprentice Training Program

24.1 The Program

The Apprentice Training Program for Granite Cutters, Polishers, Tool Sharpeners and Draftspersons, as developed and approved by the Barre District Granite Manufacturers and the Unions, shall govern the training of apprentices. No provision in the Apprentice Training Program of the Granite Cutters, Polishers, Tool Sharpeners and Draftspersons shall operate in violation of any provisions of this agreement.

24.2 Records

(a) The Company shall keep a record of all apprentices in their employ. Records shall show full name, date of employment; trade; social security number; age; and date of leaving. Records shall be open to inspection by the Business Agent of the Union.

(b) Within thirty (30) calendar days of employment, the Company agrees to supply the Business Agent with names of each apprentice employed, the date of employment, the trade, the apprentice's social security number and age. The Company also must state if the apprentice comes within the quota as per this Agreement.

24.3 Job Training Partnership Act

The Union agrees to give the necessary approval and to join with the Company in any future applications for funds under the Job Training Partnership Act, subject to the understanding that the Union may withhold such approval in the event of a substantial change in the present employment situation in the industry.

24.4 Apprentices shall not replace a journeyman and unemployed journeymen who apply for an apprenticeship position shall be given first consideration for employment.

ARTICLE 25

Leaves of Absence

25.1 Unpaid leaves of absence may be taken only with prior written approval of the Company, and copies of same shall be given to the Union. Applicable federal and state statutes governing family and medical leave shall apply to any leaves which were within their purview.

25.2 Any employee newly hired to perform the work of an employee on leave of absence will be notified by the Company that continued employment is temporary.

25.3 Any person holding office in the Union as a full-time Business Agent shall accrue seniority in his or her former position while holding such office for a period of three years. Any such Union officer can accrue additional seniority, up to a maximum of six years, that is equal to the officer's length of service with the Company. If the Union officer does not return to employment with the Company during the period that he or she or she is accruing seniority under this paragraph, then the officer shall forfeit that seniority.

Upon completion of his or her Union service, a Union officer may exercise any accrued seniority rights to return to employment within his or her former trade. Any Union officer who wishes to return to service with the Company after the expiration of his or her seniority rights shall have first preference for the first available opening in the Company within the officer's trade for which the officer is qualified.

Any Union employee who is assigned to a management position shall accrue seniority in his or her former position for a period of three years. If such person does not return to his or her position as a Union employee within three years, such seniority shall be forfeited. During the three year period provided by this paragraph, such person may exercise any accrued seniority rights to return to a Union position within his or her former trade.

ARTICLE 26

Probationary Period

26.1 There shall be a probationary period of thirty (30) calendar days for journeymen and sixty (60) calendar days for apprentices with a right to extend such probationary periods by mutual agreement. The probationary period for a journeyman who is a new hire, and is changing trades to a new trade, shall be sixty days. A discharge during the probationary period shall not be subject to the grievance or arbitration provisions of this agreement. Upon completion of the probationary period, the employee's seniority date shall be retroactive to his most recent date of hire.

ARTICLE 27

New Employees

27.1 In the event of a permanent vacancy which the Company intends to fill with a journeyman, the Company will call or otherwise notify the Union in advance and will consider the names of any journeymen submitted by the Union. In the event of any permanent vacancy within the Company, the Company will make a reasonable effort under the circumstances, subject to the Company's need to fill the position promptly, to post the vacancy within the Company. Nothing herein will require the employer to interview or hire any applicant.

ARTICLE 28

Subcontracting

The Company will subcontract bargaining unit work only if its plant lacks the physical capacity or human resources to accommodate the work and not to avoid the terms of this contract; provided, however, that the Company may subcontract work to other entities that employ GCA members to perform the work that is subcontracted. The Company will notify the Union in advance of an intent to subcontract bargaining unit work which will result in (or prolong) either layoffs or a reduction in the work week below forty hours; and, upon request, will bargain with the Union about the decision and its impact upon the employees.

ARTICLE 29

Accidents

A workman must report any accident or defect in any stone immediately on discovering it; otherwise he or she shall be subject to appropriate disciplinary action. Sufficient room at all times must be given to granite cutters and other workers. If an employee is injured on the job and formal notice (i.e., the employer's first report of injury) is provided to the State of Vermont, a copy of the written notice will be provided to the union business agent.

GRANITE CUTTERS' PROVISIONS

ARTICLE 1 Jurisdiction It is mutually agreed that the Union shall have jurisdiction over the following job functions involved in the Company's plant operations: drilling (including paper rolls and saw blocks at the plants), cutting, lettering, finishing, surface plate finishing, carbo sawing, sandblasting, carving, etching, planing, lathe operating, channeling for crosses or any similar work building or monumental, polishing (whether by hand or machine), sawing (of rough blocks into slabs, dies, etc.), bedsetting, plastering, pinning up, steeling and grinding of granite; tool sharpening (by hand or machine) of all hand tools used in the plants; and drafting including layouts, tracings, patterns and making shop cards requiring drafting. All employees will be classified by the above job functions for purposes of the provisions on layoff in Article 12. The Union and Company agree that employees covered by this agreement may be assigned to any other job functions within the jurisdiction of the Union as may be necessary to assure available work is completed in a timely and efficient manner.

ARTICLE 2 Apprentice - Journeyman Apprentices must work a period of two years to achieve the status of journeymen.

ARTICLE 3 Apprentice Quotas The apprentice quota for all positions except draftspersons, lathe

operators and sawyers shall be: 1 for 2, 2 for 5 , 3 for 8, 4 for 11, 5 for 14, 6 for 17. One apprentice lathe operator is allowed for each two lathes operated. One apprentice sawyer shall be allowed to every two sawyers. One apprentice draftsperson for one journeyman draftsperson and two apprentice draftspersons for three journeyman draftspersons shall be allowed, but owners, partners and office managers shall not be considered journeymen.

ARTICLE 4 4.1 All employees covered by this contract shall not disclose any confidential information obtained from contracts worked in any office. All custom drafting done outside of a regular eight (8) hour day shall

be charged at the rate of time and one-half plus ten percent (10%) extra for materials used. All custom work to be governed by the Business Agent.

IN WITNESS WHEREOF, the undersigned have executed this Agreement

effective April 29, 2000.

FOR GRANITE CUTTERS' ASSOCIATION

_______________________________________

Matthew Peake, Business Agent

_______________________________________

Erwin Kreis, Committeeman

_______________________________________

Sandy Conti, Committeeman

_______________________________________

Harold Wood, Committeeman

_______________________________________

Doug Bell, Committeeman

ROCK OF AGES CORPORATION

__________________________________________

Robert Pope, Vice President

__________________________________________

Jerry Parrott, Vice President

__________________________________________

Mark Gherardi, Vice President

__________________________________________

Paul Hutchins, Manager of Administration

EXHIBIT 10.14

ROCK OF AGES CORPORATION

SUPPLY AGREEMENT

FOR

AMERICAN BLACK GRANITE

SUPPLY AGREEMENT made as of September 7, 2000, effective as of June 1, 2000 by and between KEYSTONE MEMORIALS, INC., a Georgia corporation, with its principal office located at 1595 Washington Highway, Elberton, Georgia 30635 ("KMI") and ROCK OF AGES CORPORATION, a Delaware corporation, with its principal office located at 772 Graniteville Road, Graniteville, Vermont 05654 ("ROAC").

RECITALS:

KMI and ROAC desire to enter into a supply agreement for the supply of American Black Granite blocks and slabs ("ABG") quarried by ROAC and its subsidiaries and affiliates (ROAC and its subsidiaries and affiliates are sometimes referred to as "ROAC") all upon the terms and conditions set forth below.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Supply of ABG.

ROAC agrees to supply KMI primarily slabs, but some blocks (limited to 10% of the total purchase cubic feet during the year of the Term) of ABG, but not in excess of the following amounts for each year of the term and not in excess of the amount allowed as of May 31, 2003, if the contract is extended beyond that time:

June 1, 2000 to May 31, 2001 50,000 cubic feet

June 1, 2001 to May 31, 2002 60,000 cubic feet

June 1, 2002 to May 31, 2003 60,000 cubic feet

The annual cubic feet limitation (the "Annual Limitation") on ABG sales by ROAC to KMI applies during each year of the Term. Any portion of the Annual Limitation not purchased in any year during the Term may not be carried over to the next year of the Term so that if in one year during the term KMI purchases only twenty-five thousand (25,000) cubic feet of ABG the twenty-five to thirty-five thousand (25,000 to 35,000) cubic feet not purchased may not be purchased in the next year of the Term.

2. Term and Termination.

This Agreement shall be for a term of three (3) yeas, commencing June 1, 2000. Unless ROAC shall give written notice of non-renewal to KMI at least ninety (90) days prior to

the anniversary of the Term or any renewal thereof, this Agreement shall automatically renew for three additional one (1) year terms.

Notwithstanding the foregoing, effective June 1, 2003, either party shall have the right to terminate this Agreement by giving at least one-hundred eighty (180) days prior written notice to the other of such termination.

3. Prices for ABG.

For the first three years of the Term of the Agreement, the price to be charged by ROAC for ABG slabs supplied to KMI under this agreement will be twenty percent (20%) below its published price list at the time the order is placed by KMI, plus a cash discount of two percent (2%) net 30 days. The price to be charged by ROAC for ABG blocks under this agreement for the initial three years of the Agreement will be ten percent (10%) below its published price list for ABG blocks at the time the order is placed by KMI, plus a cash discount of 2%, net 30 days.

Effective June 1, 2003, the price to be charged by ROAC for ABG slabs supplied to KMI under this agreement will be ten percent (10%) below its published price list at the time the order is placed by KMI, plus a cash discount of two percent (2%) net 30 days. The price to be charged by ROAC for ABG blocks under this agreement will be five percent (5%) below its published price list for ABG blocks at the time the order is placed by KMI, plus a cash discount of 2%, net 30 days.

ROAC's current price list for ABG is attached as Exhibit 2. ROAC shall, have the right to raise its ABG slab and block prices by an amount not to exceed five percent (5%) during each year of the Term commencing with the year beginning on June 1, 2000 and ending on May 31, 2003. Beginning June 1, 2003 ROAC shall, have the right to raise its ABG slab and block prices by an amount not to exceed 10 percent (10%) during each year of the term.

4. KMI Minimum Purchase Obligation

Effective June 1, 2003, in order for this Agreement to remain in full force and effect, KMI shall purchase a minimum of 40,000 cubic feet of ABG during each year of the Term. Subject to the terms of section 4 below, in the event that KMI fails to meet its purchase obligation, this Agreement may be terminated by ROAC upon written notice to KMI.

5. Reasonable Efforts.

KMI acknowledges that ABG is a natural product subject to fluctuation in quality and supply as the quarry formation is worked. Accordingly, ROAC is unable to predict future supply and quality of ABG with certainty. Accordingly, while ROAC will use commercially reasonable efforts to supply ABG in the amounts set forth in section 2, ROAC shall have no liability to KMI in the event that conditions of the quarry or otherwise make it commercially impracticable to supply such amounts.

6. Quality and Size Allowance.

ROAC will provide monumental grade ABG to KMI as specified by ROAC. KMI will receive normal adjustments for defects for cracks and quality provided to its customers in the ordinary course of business and subject to slab and block size allowances granted to ROAC's customers in the ordinary course of business.

7. Overdue Invoices.

ROAC will have no obligation to supply KMI at anytime KMI has a balance due ROAC beyond sixty (60) days of any invoice date. ROAC may thereafter refuse shipment for credit reasons or require cash in advance or C.O.D. payment terms to assure payment for ABG blocks and slabs sold to KMI.

8. No Resale by KMI of ABG.

KMI agrees not to resell, transfer or otherwise distribute (herein collectively a "Resell") ABG blocks or slabs purchased under this agreement to any third party, whether a subsidiary or affiliate of KMI or not; and agrees that in the event of a Resell, ROAC may immediately terminate this agreement.

9. Assignment Successors and Assigns.

This agreement is binding upon and shall inure to the benefit of the parties hereto, provided, however, that ROAC may not assign any of its right, duties and obligations under this agreement without the prior written consent of KMI, except to a successor by merger or reorganization to ROAC.

10. Notices.

Any notice or other communication required or permitted under this agreement shall be in writing and shall be deemed to have been duly given (i) upon hand delivery, or (ii) on the third day following delivery to U.S. Postal Service as certified or registered mail, return receipt requested and postage prepaid, or (iii) on the first day following delivery to a nationally recognized United States overnight courier services, fee prepaid, return receipt or other confirmation of delivery requested or (iv) when telecopied or sent by facsimile transmission if an additional notice is also given under (i), (ii) or (iii) above within three (3) days thereafter. Any such notice or communication shall be directed to a party at its address set forth below or at such other address as may be designated by a party in a notice given to all other parties hereto in accordance with the provisions of this section.

If to KMI: Mr. George T. Oglesby Jr., President

Keystone Memorials, Inc.

PO Box 6077

Elberton, GA 30635

Telephone: (706) 283-5402

Telecopy: (706) 283-4758

with copy to:

If to ROAC: Jon M. Gregory, President

Rock of Ages Corporation

Quarry Division

772 Graniteville Road

Graniteville, VT 05654

Telephone: 800 476-3121

Teletax: 802 476 3110

with a copy to: Michael Tule, Vice President and General Counsel

Rock of Ages Corporation

369 North State Street

Concord, NH 03301

Telephone: (603) 225-8397

Telecopy: (603) 225-4801

11. Section Headings.

Section headings are employed in this agreement for reference purposes only and shall not affect the interpretation or meaning of this agreement.

12. Complete Agreement.

Neither this agreement nor any provision hereof may be changed, waived, modified, discharged, amended or terminated orally but only by an instrument in writing signed by all parties hereto. The waiver by any party hereto of a breach of any provisions of this agreement shall not operate or be construed as a waiver of any other party or subsequent breach. The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same. This agreement, together with the Exhibits attached hereto or incorporated herein pursuant to Section 13 hereof, constitutes the only agreement among the parties hereto concerning the subject matter hereof and supersedes all prior agreements, whether written or oral, relating thereto.

13. Governing Law, Jurisdiction and Venue.

This agreement shall be governed by and construed in accordance with the laws of the State of New Hampshire; and any actions brought pertaining to the same shall lie only in the Merrimack County New Hampshire Superior Court, in the United States District Court for the District of New Hampshire, the Elbert County Superior Court, Georgia, or the United States District Court for the Middle District of Georgia, all of which courts are the sole and exclusive forums for any actions or claims by the parties to this agreement; and each party hereto consents to the jurisdiction of, and venue in, said courts in any action brought by another party hereto and agrees that no claims or action brought by another party hereto and agrees that no claims or actions relating to any matter hereunder will be brought by them in any other courts of said States, any other state or any other country.

14. Counterparts. This agreement may be executed in counterparts and by different parties on different counterparts with the same effect as if the signatures were on the same instrument. This agreement shall be effective and binding upon all parties hereto as of the time when all parties have executed a counterpart of this agreement.

15. Exhibits.

Each Exhibit or Schedule delivered pursuant to the terms of this agreement shall be in writing and shall constitute a part of this agreement. The parties may agree with respect to any Schedule or Exhibit required to be attached to this agreement, that such Schedule or Exhibit, if mutually satisfactory, may be attached to this agreement after the date of execution hereof and after mutual approval thereof, such subsequently attached Schedule or Exhibit shall be treated as if it were attached to this agreement as of the date of execution of this agreement. All Exhibits and Schedules attached hereto are specifically incorporated herein by reference and made a part hereof. The words "agreement," "herein" and "hereof" as used herein shall in all respects include the entirety of this agreement together with all Exhibits and Schedules attached hereto and all documents required or permitted to be delivered hereunder.

IN WITNESS WHEREOF, the parties hereto have executed this agreement all as of the date first above written.

ROCK OF AGES CORPORATION

By:Jon M. Gregory, President - Quarry

Division

KEYSTONE MEMORIALS, INC.

By: George T. Oglesby Jr., President

Witness

EX-21 3 exsub.htm

EXHIBIT 21

SUBSIDIARIES OF THE COMPANY	PLACE OF INCORPORATION
-----------------------------------------------	---------------------------------------
Associated Memorials, Inc.	Vermont
Autumn Rose Quarry, Inc.	Georgia
Carolina Quarries, Inc.	Delaware
Childs & Childs Granite Co., Inc.	Georgia
Childs & Childs Trucking Co., Inc.	Georgia
Kabushiki Kaisha Rock of Ages Asia	Japan
Keith Monument Company LLC	Delaware
Pennsylvania Granite Corporation	Pennsylvania
Rock of Ages Canada, Inc.	Canada
Rock of Ages International Corp.	Japan
Rock of Ages International, Ltd.	Virgin Islands
Rock of Ages Kentucky Cemeteries, LLC	Delaware
Rock of Ages Memorials, Inc.	Delaware
Sioux Falls Monument Co.	South Dakota

EX-23 4 excons.htm

EXHIBIT 23

CONSENT OF KPMG LLP

The Board of Directors

Rock of Ages Corporation:

We consent to the inclusion of our report dated March 2, 2001 with respect to the consolidated balance sheets of Rock of Ages Corporation as of December 31, 2000 and 1999, and the related consolidated statements of operations, stockholders' equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2000, which report appears in the December 31, 2000 annual report on Form 10-K of Rock of Ages Corporation.

KPMG LLP

/x/ KPMG LLP

Boston, Massachusetts

March 30, 2001

-----END PRIVACY-ENHANCED MESSAGE-----

	AS OF DECEMBER 31,
	------------------------------------
	1996	1997	1998	1999	2000
	-------	--------	--------	-------	-------
BALANCE SHEET DATA:
Cash and cash equivalents	$763	$8,637	$4,701	$4,877	$9,501
Working capital	13,286	28,737	26,520	18,386	28,875
Total assets	47,995	93,137	121,893	130,669	135,554
Long-term debt, net of current maturities	13,054	975	12,880	12,620	18,527
Stockholders' equity	17,371	77,844	85,837	86,382	88,720

	DECEMBER 31,
	2000	1999	1998
	--------------	----------------	-------------
Net income	$ -	$1,829,082	$7,268,889
Net income per share - basic	-	.24	.99
Net income per share - diluted	-	.23	.91