0001193125-03-006649 Sample Contracts

Incentive Stock Option Agreement
Incentive Stock Option Agreement • May 27th, 2003 • Azz Inc • Electric lighting & wiring equipment • Texas

This Incentive Stock Option Agreement (this “Agreement”) is entered into between AZZ incorporated, a Texas corporation (the “Company”), and Fred L. Wright, Jr. (the “Optionee”) effective July 10, 2001 (the “Effective Date”), pursuant to the AZZ incorporated 2001 Long-Term Incentive Plan (the “Plan) and pursuant to the Employment Agreement entered into by and between the Company and the Optionee effective as of July 10, 2001. Terms used herein with an initial capital letter but not defined herein shall have the meaning ascribed to such terms in the Plan. In consideration of the mutual promises and covenants made herein, the parties hereby agree as follows:

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AMENDMENT NO. TWO TO EMPLOYMENT AGREEMENT
Employment Agreement • May 27th, 2003 • Azz Inc • Electric lighting & wiring equipment

This Amendment No. Two to Employment Agreement (“Amendment No. Two”) is entered into as of the 15 day of May, 2003, between AZZ incorporated, a Texas corporation, (the “Company”) and Dana L. Perry, Vice President and Chief Financial Officer of the Company (“Employee”).

AMENDMENT NO. TWO TO EMPLOYMENT AGREEMENT
Employment Agreement • May 27th, 2003 • Azz Inc • Electric lighting & wiring equipment

This Amendment No. Two to Employment Agreement (“Amendment No. Two”) is entered into as of the 15 day of May, 2003, between AZZ incorporated, a Texas corporation, (the “Company”) and David H. Dingus, President and Chief Executive Officer of the Company (“Employee”).

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