0000912057-01-008546 Sample Contracts

November 14, 2000 Mr. William R. Tagmyer Chief Executive Officer Northwest Pipe Company 12005 North Burgard Portland, OR 97203 Dear Bill:
Northwest Pipe Co • March 28th, 2001 • Steel pipe & tubes

On July 28, 1999, you entered into a letter agreement with Northwest Pipe Company (the "Company") that specifies the severance benefits to which you would be entitled in the event your employment with the Company is terminated subsequent to a "Change in Control" of the Company (the "Change in Control Agreement"). In connection with the Employment Agreement between you and the Company that we expect to execute today, we propose to amend and restate Section 2 of the Change in Control Agreement in its entirety to read as follows:

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AGREEMENT
Northwest Pipe Co • March 28th, 2001 • Steel pipe & tubes • Oregon

Company desires to retain the services of Executive, and Executive desires to continue to provide his services, upon the terms and conditions set forth in this Agreement. Therefore, in exchange for the mutual promises set forth below, the parties agree as follows:

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