FORM OF NOMINATION AGREEMENT]Nomination Agreement • June 29th, 2009 • Shamrock Activist Value Fund L P • Cement, hydraulic • Delaware
This letter agreement (this “Agreement”) is with reference to your agreement to be nominated by Shamrock Activist Value Fund, L.P., a Delaware limited partnership (“SAVF”), in connection with a potential proxy solicitation (the “Proxy Solicitation”) by SAVF and Shamrock Activist Value Fund II, L.P., a Virginia limited partnership (“SAVF II”), Shamrock Activist Value Fund III, L.P., a Delaware limited partnership (“SAVF III”), and any newly-formed parallel fund (together with SAVF, SAVF II and SAVF III, the “Shamrock Activist Value Fund”), to elect a slate of SAVF director nominees (each, a “SAVF Nominee”) to the Board of Directors (the “Board”) of Texas Industries, Inc., a Delaware corporation (“TXI”) at the 2009 Annual Meeting of TXI Stockholders (together with any adjournments, postponements or stockholder meetings held in lieu thereof, the “2009 Annual Meeting”). SAVF currently intends to nominate you and two other persons as the SAVF Nominees for election to the Board at the 2009 A
