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Form of Parent Pledge Agreement

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PARENT PLEDGE AGREEMENT
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THIS PARENT PLEDGE AGREEMENT (this "Agreement") is made as of ________________, 1996, by Kevco, Inc., a Texas corporation ("Pledgor"), in favor of NationsBank of Texas, N.A., a national banking association, as Administrative Lender ("Administrative Lender") for NationsBank of Texas, N.A., and each other lender a party to the Credit Agreement described below (singly, a "Secured Party" and collectively, the "Secured Parties").


A. AGREEMENT


1. Pledge. Upon the terms hereof, for value received, Pledgor hereby
------ irrevocably and unconditionally pledges, grants, assigns, hypothecates and transfers to the Administrative Lender, for the ratable benefit of the Administrative Lender and Secured Parties to secure the Obligation (as defined herein), a first and prior pledge and security interest in (a) all shares of stock of the Borrower (as defined herein), whether common, preferred or otherwise, whether now or hereafter owned beneficially or of record by Pledgor, including, but not limited to, the stock interests described on Exhibit A attached hereto (collectively, the "Pledged Stock"), (b) all rights to acquire any such shares, whether by purchase, exercise of any type of option, conversion of debt or otherwise, and (c) all proceeds thereof, and all distributions, dividends, increases and profits received therefrom (collectively, the "Collateral"). Unless otherwise defined in this Agreement, terms used herein shall have the meanings set forth in the Credit Agreement, dated as of June 30, 1995, among Kevco Delaware, Inc. a Delaware corporation (the "Borrower"), the Administrative Lender, and the Secured Parties (as amended, modified, supplemented, renewed, extended or restated from time to time, the "Credit Agreement").


B. OBLIGATION


1. Description of Obligation. The following obligations (collectively,
------------------------- the "Obligation") are secured by this Agreement:


a. All debt, obligations, liabilities and agreements of any nature of
Pledgor and the Borrower to the Secured Parties or any Secured Party,
whether matured or unmatured, fixed or contingent, including all future
advances, now or hereafter existing, in each case arising pursuant to or in
connection with (i) this Agreement; (ii) the Credit Agreement; (iii) all
other Loan Documents; and (iv) all amendments, modifications, renewals,
extensions, increases, substitutions or rearrangements of any of the
foregoing.


b. All reasonable out-of-pocket costs incurred by the Administrative
Lender or any Secured Party necessary to obtain, preserve, perfect and
enforce this Agreement, the other Loan Documents, and the pledge and
security interest granted hereby, collect the Obligation, and maintain,
preserve, collect and enforce the Collateral, including without limitation
taxes, assessments, reasonable attorneys' fees and reasonable legal
expenses, and reasonable expenses of sale.


c. Interest on the above amounts as agreed between the Borrower and
the Secured Parties, including, without limitation, interest, reasonable
fees and other charges that would accrue or become owing both prior to and
subsequent to and but for the commencement of any proceeding against or
with respect to Borrower under any chapter of the Bankruptcy Code of 1978,
11 U.S.C. (S) 101 et seq. whether or not a claim is allowed for the same in
-- ---
any such proceeding.


C. COVENANTS, REPRESENTATIONS AND WARRANTIES


1. Representations and Warranties. Pledgor represents and warrants that
------------------------------ (a) it has full power, authority and legal right to execute, deliver and perform this Agreement; (b) the Pledged Stock described on Exhibit A constitutes 100% of the issued and outstanding stock of the Borrower; (c) the Pledged Stock was duly authorized, validly issued and fully paid and is nonassessable; (d) the pledge, assignment and delivery of the Collateral create a valid, and so long as the Administrative Lender retains physical possession of the Collateral, first and prior perfected security interest in the Collateral, and no other security agreement covering the Collateral, or any part thereof, has been made, and no pledge or security interest, other than the one herein created, has attached or been perfected in the Collateral or in any part thereof; and (e) no dispute, right of setoff, counterclaim or defense exists with respect to any part of the Collateral. The delivery at any time by the Pledgor to the Administrative Lender of Collateral shall constitute a representation and warranty by the Pledgor under this Agreement that, with respect to such Collateral, and each item thereof, the Pledgor is the sole legal and beneficial owner of, with good title to, the Collateral; and the matters warranted in this paragraph are true and correct.


2. Covenants.
---------


a. Affirmative Covenants. Pledgor covenants and agrees (i) promptly
---------------------
to deliver to the Administrative Lender all instruments, certificates,
documents or agreements evidencing any of the Collateral; (ii) from time to
time promptly to execute and deliver to the Administrative Lender all such
other assignments, certificates, supplemental writings and financing
statements, and do all other acts or things, as the Administrative Lender
or any Secured Party may reasonably request in order more fully to evidence
and perfect the security interest and pledge herein created or to effect
the purposes of this Agreement; and (iii) promptly to notify the
Administrative Lender of any claim, action or proceeding materially
adversely affecting title to the Collateral, or any part thereof, or the
security interest therein.


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b. Negative Covenants. Pledgor covenants and agrees that each Pledgor
------------------
will not (i) sell, assign or transfer any of Pledgor's rights in the
Collateral; (ii) create any other security interest or pledge in, mortgage
or otherwise encumber the Collateral or any part thereof; (iii) cause or
permit the Borrower to issue any stock or rights to acquire any such stock
to Pledgor that are not concurrently delivered to the Administrative
Lender; or (iv) agree to amend or modify the certificate of incorporation,
by-laws, or other agreement or document for the Borrower (or otherwise
agree or obligate Pledgor) in such a manner as to reduce the percentage of
shareholder interests of the Borrower owned by Pledgor or otherwise
adversely affect the rights of the Administrative Lender and the Lenders in
the Collateral.


D. RIGHTS OF SECURED PARTIES


1. Rights to Dividends, Distributions, and Payments. With respect to
------------------------------------------------ such instruments which are certificates, bonds or other securities, the Administrative Lender may demand of the Borrower, and may receive and receipt for, any and all dividends and other distributions (other than cash dividends) payable in respect thereof, whether ordinary or extraordinary, other than those distributions permitted by the Credit Agreement. The Administrative Lender shall have the authority, following the occurrence and during the continuance of an Event of Default and upon written notice to Pledgor to do so, to have such certificates, bonds or other securities registered either in the Administrative Lender's name or in the name of a nominee. If, while this Agreement is in effect, Pledgor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital, or issued in connection with any reorganization), option or rights, whether as an addition to, in substitution of, as a conversion of or in exchange for any of the Collateral, or otherwise, Pledgor agrees to accept the same as the Administrative Lender's agent and to hold the same in trust on behalf of and for the benefit of the Administrative Lender, and to deliver the same forthwith to the Administrative Lender in the exact form received, with appropriate undated stock powers, duly executed in blank, to be held by the Administrative Lender, subject to the terms hereof, as additional collateral security for the Obligation. Until an Event of Default shall have occurred and is continuing, Pledgor shall be entitled to receive all cash distributions paid in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, the Administrative Lender shall be entitled to all cash distributions, and to any sums paid upon or in respect of the Collateral upon the liquidation, dissolution or reorganization of the issuer thereof which shall be paid to the Administrative Lender to be held by it as additional collateral security for the Obligation. In case any distribution shall be made on or in respect of the Collateral pursuant to the reorganization, liquidation or dissolution of the issuer thereof, the property so distributed shall be delivered to the Administrative Lender to be held by it as additional collateral security for the Obligation. After the occurrence and during the continuance of an Event of Default, all sums of money and property so paid or distributed in respect of the Collateral (other than proceeds of any liquidation or similar proceeding) which are received by Pledgor shall, until paid or delivered to the Administrative Lender, be held by Pledgor in trust as additional Collateral for the Obligation.


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2. Preservation of Collateral. Neither the Administrative Lender nor any
-------------------------- Secured Party shall have any duty to fix or preserve rights against prior parties to the Collateral, nor be liable for any delay in the collection of, or failure to use diligence to collect on, the Obligation or any amount payable in respect of the Collateral.


3. Performance by the Administrative Lender. Should any covenant, duty
---------------------------------------- or agreement of Pledgor fail to be performed in accordance with its terms hereunder, the Administrative Lender may, but shall never be obligated to, perform or attempt to perform such covenant, duty or agreement on behalf of Pledgor, and any reasonable amount expended by the Administrative Lender in such performance or attempted performance shall become a part of the Obligation, shall be payable upon demand and shall bear interest at a per annum rate equal to the lesser of the Highest Lawful Rate and the sum of the Prime Rate Basis plus two percent.


4. Voting Rights. It is expressly understood and agreed that Ple
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