0001171843-10-001291 Sample Contracts

AMENDMENT NO. 2 TO RIGHTS AGREEMENT
Rights Agreement • July 20th, 2010 • Texas Industries Inc • Cement, hydraulic • Delaware

This Amendment (this “Amendment”) of the Rights Agreement dated November 1, 2006 (as amended, the “Rights Agreement”) is dated as of 19, 2010, by and between Texas Industries, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”).

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STANDSTILL AGREEMENT
Standstill Agreement • July 20th, 2010 • Texas Industries Inc • Cement, hydraulic • Delaware

This Standstill Agreement (this “Agreement”), dated as of July 16, 2010, is by and between Texas Industries, Inc., a Delaware corporation (the “Company”), NNS Holding and Mr. Nassef Sawiris (NNS Holding, Mr. Sawiris and all of their respective Affiliates and Associates, collectively, the “NNS Parties”).

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