EXHIBIT 10(11)

First Amendment
to

Amended and Restated Revolving and Term Loan Credit Agreement

This First Amendment To Amended And Restated Revolving and Term Loan Credit Agreement (this "Amendment") is executed as of April 5, 2002, effective as of February 28, 2002 (the "Effective Date"), by and among AZZ incorporated, a Texas corporation ("Borrower"), Bank of America, N.A., as Administrative Agent and Collateral Agent for Lenders (in such capacity, Administrative Agent"), and other Agents and Lenders party thereto.

A. Borrower, Administrative Agent, and Lenders entered into that certain Amended and Restated Revolving and Term Loan Credit Agreement dated as of November 1, 2001 (as the same may be further amended, modified, supplemented, restated or amended and restated from time to time, the "Credit Agreement").

B. Borrower has requested that Lender amend certain terms and provisions of the Credit Agreement.

C. Borrower, Administrative Agent, and Lenders have agreed, upon the following terms and conditions, to amend the Credit Agreement subject to and upon the terms and conditions provided herein.

NOW, THEREFORE, in consideration of the mutual promises herein contained, and for other valuable consideration, the parties hereto agree as follows:

(a) The definition of "Applicable Margin" in Section 1.1 of the Credit Agreement is amended in full to read as follows:

" `Applicable Margin' means, from February 28, 2002 until and including November 1, 2002, the Applicable Margin set forth in Level 5, and thereafter, on any date of determination, the percentage per annum set forth in the table below for the Type of Borrowing or Commitment Fees (as the case may be) that corresponds to the Leverage Ratio at such date of determination, as calculated based on the quarterly Compliance Certificate of Borrower most recently delivered pursuant to Section 9.3 hereof):

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                                                         Applicable Margin (per annum)
                                     -------------------------------------------------------------
                                          Eurodollar Rate          Base Rate         Commitment
  Level         Leverage Ratio             Borrowing and           Borrowing            Fees
                                          Commission Fee
--------------------------------------------------------------------------------------------------
    1        Less than or equal to           1.500%                  0.00%             0.250%
                    1.0:1.0
--------------------------------------------------------------------------------------------------
    2        Greater than 1.0:1.0,           1.750%                  0.00%             0.300%
            but less than or equal
                  to 1.5:1.0
--------------------------------------------------------------------------------------------------
    3        Greater than 1.5:1.0,           2.000%                  0.250%            0.375%
            but less than or equal
                   to 2.0:1.0
--------------------------------------------------------------------------------------------------
    4        Greater than 2.0:1.0,           2.250%                  0.500%            0.500%
            but less than or equal
                  to 2.5:1.0
--------------------------------------------------------------------------------------------------
    5        Greater than 2.50:1.0           2.500%                  0.750%            0.500%
--------------------------------------------------------------------------------------------------

Upon delivery of the Compliance Certificate pursuant to Section 9.3 or the Permitted Acquisition Compliance Certificate in connection with a Permitted Acquisition, on and after November 2, 2002 after the end of each fiscal quarter commencing with the Compliance Certificate delivered for the fiscal quarter ending August 31, 2002, the Applicable Margin shall automatically be adjusted to the rate corresponding to the Leverage Ratio set forth in the table above, such automatic adjustment to take effect prospectively the third Business Day after receipt by Administrative Agent of the Compliance Certificate or the Permitted Acquisition Compliance Certificate, as the case may be; provided that, if the Fixed Charge Coverage Ratio of Borrower is greater than 1.25:1 for any two consecutive quarters following the quarter ending February 28, 2002 (such two quarters being a "Fixed Charge Coverage Ratio Compliance Period"), the Applicable Margin for Eurodollar Rate Borrowings and Commission Fees shall be the corresponding Applicable Margin set forth in the table above less 0.250%; provided further that, if the Fixed Charge Coverage Ratio of Borrower is less than 1.25:1 at any time of determination following any Fixed Charge Coverage Ratio Compliance Period, the Applicable Margin for Eurodollar Rate Borrowings and Commission Fees shall be the corresponding Applicable Margin set forth in the table above. If Borrower fails to deliver such Compliance Certificate or the Permitted Acquisition Compliance Certificate, as the case may be, with respect to any fiscal quarter or the Permitted Acquisition, as the case may be, which sets forth such ratio within the period of time required by Section 9.3 or by the definition of Permitted Acquisition, as the case may be, the Applicable Margin shall automatically be adjusted to that set forth in Level 5. The automatic adjustments provided for in the preceding sentence shall take effect on the last day that the Compliance Certificate was required to be delivered and shall remain in effect until subsequently adjusted in accordance herewith upon the delivery of such Compliance Certificate or the Permitted Acquisition Compliance Certificate, as the case may be."

(b) The definition of "Permitted Acquisition" in Section 1.1 of the Credit Agreement is amended in full to read as follows:

" `Permitted Acquisition' means any Acquisition for which the prior written consent of Required Lenders has been obtained and with respect to which each of the following requirements shall have been satisfied:

Bank Loan Final-Amendment AZZ First Amendment

(a) as of the closing of any Acquisition, the Acquisition has been approved and recommended by the board of directors of the Person to be acquired or from which such business is to be acquired;

(b) not less than 14 days prior to the closing of any Acquisition, Borrower shall have delivered to Administrative Agent a Permitted Acquisition Compliance Certificate substantially in the form of Exhibit E-2 hereto, demonstrating pro forma compliance with the terms and conditions of the Loan Documents, after giving effect to the Acquisition, including (i) pro forma income statement and balance sheet for the Companies (after giving effect to the Acquisition), and (ii) cash flow projections for the Acquisition for the period from the date of any such Acquisition through the Revolver Termination Date, demonstrating compliance with the Companies' applicable financial covenants and debt amortization schedules;

(c) not less than 30 days prior to the closing of any Acquisition, Borrower shall have delivered to Administrative Agent a copy of the purchase agreement (including all schedules and exhibits thereto) relating to such Acquisition (or if no purchase agreement is available on such date, as soon thereafter as possible, including all subsequent drafts thereof); and prior to consummation of any Acquisition, Borrower shall have satisfied the conditions precedent set forth in Section 7.2;

(d) any authorization required to be issued by any Governmental Authority in connection with such Acquisition shall be issued and shall be valid, binding, enforceable and subsisting without any defaults thereunder or enforceable adverse limitations thereon and shall not be subject to any proceedings or claims opposing the issuance, development, or use thereof or contesting the validity thereof unless the Company proposing to enter into such Acquisition shall have entered into an agreement with the seller protecting such Company from such adverse limitations, proceedings, or claims, which agreement shall be on terms and conditions satisfactory to Administrative Agent;

(e) as of the closing of any Acquisition, after giving effect to such Acquisition, the acquiring party must be Solvent and the Companies, on a consolidated basis, must be Solvent;

(f) as of the closing of any Acquisition, no Default or Potential Default shall exist or occur as a result of, and after giving effect to, such Acquisition; and

(g) as of the closing of any Acquisition, (i) if such Acquisition is structured as a merger, Borrower (or if such merger is with any Subsidiary of Borrower, then a domestic company that is or becomes a Subsidiary) must be the surviving entity after giving effect to such merger; and (ii) if such Acquisition is structured as a stock/equity acquisition, the acquiring Company shall own not less than a 75% interest in the entity being acquired and such acquired entity will be a domestic company that is or becomes a Domestic Subsidiary."

(c) The definition of "Total Commitment" in Section 1.1 of the Credit Agreement is amended in full to read as follows:

"Total Commitment" means, on any date of determination, the sum of (a) the aggregate principal amount outstanding under the Term Facility plus, as applicable, (b)(i) prior to the

Bank Loan Final-Amendment AZZ First Amendment

termination of all commitments to lend under the Revolver Facility, the aggregate Revolver Commitments or (ii) after the termination of all commitments to lend under the Revolver Facility, the aggregate principal amount outstanding under the Revolver Facility.

(d) The last sentence of Section 9.20 of the Credit Agreement is amended in full to read as follows:

"Notwithstanding the foregoing, (x) Distributions in the form of cash or Cash Equivalents are permitted only with the prior written consent of Required Lenders, unless the required minimum Fixed Charge Coverage Ratio is at least 1.25:1 at the time of any such Distribution and (y) subject to the preceding clause (x), Restricted Payments and Distributions are permitted hereunder only to the extent that any such Restricted Payment or Distribution is made in accordance with applicable Law and constitutes a valid, non-voidable transaction."

(e) Section 9.29(b) of the Credit Agreement is amended in full to read as follows:

(f) Section 9.29(c) of the Credit Agreement is amended in full to read as follows:

(g) Section 9.29 of the Credit Agreement is amended by adding thereto a new subsection (d) as follows:

(h) Section 9.30 of the Credit Agreement is amended in full to read as follows:

Bank Loan Final-Amendment AZZ First Amendment

(i) Schedule 2.1 to the Credit Agreement is deleted and replaced by Schedule 2.1 attached hereto.

(j) Exhibit E-1 to the Credit Agreement is amended by amending Annex B thereto as follows:

(i) Section 5(c)(xiii) thereof is amended in full to read as follows:

"(xiii) Fixed Charge Coverage Ratio [5(c)(vi) divided by 5(c)(xii)]:
______ to 1.0."

(ii) Section 5(c)(xiv) thereof is amended in full to read as follows:

"(xiv) Required Minimum Fixed Charge Coverage Ratio: ______ to 1.0."

(iii) A new Section 5(d) is added thereto as follows:

"d. Section 9.29(d) - Minimum EBITDA:

(i) Fixed Charge Coverage Ratio [5(c)(xiii)]: ________ to 1.0

(ii) EBITDA on the last day of the month for three month period most recently ended: $___________

(iii) Minimum EBITDA Applicable: __________ Yes _________ No

(vii) Compliance: _________ Yes __________ No

(a) (i) for the respective accounts of the Lenders, an amendment fee in an amount equal to 12.5 basis points of such Lenders' respective aggregate Committed Sums, and (ii) the fees set forth in the fee letter dated as of April ___, 2002 between Borrower and Administrative Agent;

(b) this Amendment, duly executed by Borrower, each Guarantor, each Lender and Administrative Agent;

(c) copies of the resolutions of Borrower's Board of Directors approving and authorizing the execution, delivery and performance by Borrower of this Amendment, certified as of the Effective Date by a Responsible Officer;

(d) a certificate of a Responsible Officer, certifying the names and true signatures of the officers of Borrower authorized to execute and deliver this Amendment; and

(e) such other assurances, certificates, documents, consents and opinions as the Administrative Agent may reasonably require.

Bank Loan Final-Amendment AZZ First Amendment

(a) The execution, delivery and performance by Borrower of this Amendment and the Credit Agreement, as amended hereby, have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval not heretofore obtained of any director, stockholder, security holder or creditor of Borrower, (ii) violate or conflict with any provision of Borrower's Articles of Incorporation, (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or leased or hereafter acquired by Borrower, (iv) violate any Laws applicable to Borrower or (v) result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any indenture or loan or credit agreement or any other material agreement to which Borrower is a party or by which Borrower or any of its Property is bound or affected.

(b) No authorization, consent, approval, order license or permit from, or filing, registration or qualification with, any Governmental Authority is or will be required to authorize or permit under applicable Law the execution, delivery and performance by Borrower of this Amendment and the Credit Agreement, as amended hereby.

(c) Each of this Amendment and the Credit Agreement, as amended hereby, has been duly executed and delivered by Borrower and constitutes the legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as enforcement may be limited by Debtor Relief Laws or equitable principles relating to the granting of specific performance and other equitable remedies as a matter of judicial discretion.

(d) The representations and warranties of Borrower contained in Section 8 of the Credit Agreement are true and correct in all material respects as though made on and as of the Effective Date (except to the extent such representations and warranties expressly refer to an earlier date, in which case they are true and correct as of such earlier date).

(e) No Default or Event of Default exists or would result from the effectiveness of this Amendment.

(f) Borrower agrees to perform such acts and duly authorize, execute, acknowledge, deliver, file, and record such additional documents and certificates as Administrative Agent may reasonably request in order to create, perfect, preserve, and protect those guaranties, assurances, and Liens.

(a) On and after the Effective Date, each reference in the Credit Agreement to "this Agreement," "hereunder," "hereof," "herein" or any other expression of like import referring to the Credit Agreement, and each reference in the other Loan Documents to "the Credit Agreement," "thereunder," "thereof," "therein" or any other expression of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended by this Agreement.

(b) Except as specifically amended hereby, all provisions of the Credit Agreement and all Collateral Documents shall remain in full force and effect and are hereby ratified and confirmed.

(c) Except as otherwise expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Bank or the Administrative Agent under any of the Loan Documents or constitute a waiver of any provision of any of the Loan Documents.

Bank Loan Final-Amendment AZZ First Amendment

(d) Borrower (A) ratifies and confirms all provisions of the Loan Documents applicable to Borrower, and (B) ratifies and confirms that all guaranties, assurances, and Liens granted, conveyed, or assigned to Administrative Agent under the Loan Documents by Borrower are not released, reduced, or otherwise adversely affected by this Amendment and continue to guarantee, assure, and secure full payment and performance of the present and future Obligation.

Bank Loan Final-Amendment AZZ First Amendment

AZZ INCORPORATED

By: /s/ DANA PERRY
    ---------------------------------
    Name:  Dana Perry
          ---------------------------
    Title: Vice President
          ---------------------------

Signature Page to AZZ First Amendment

BANK OF AMERICA, N.A., as Administrative Agent

By:  /s/  MICHAEL BRASHLER
    -------------------------------------------
    Name:  Michael Brashler
           ------------------------------------
    Title: Agency Officer
           ------------------------------------

Signature Page to AZZ First Amendment

BANK OF AMERICA, N.A.

By:  /s/ STEVEN A. MACKENZIE
     ------------------------------------
     Name:   Steven A. Mackenzie
     Title:  Vice President

Signature Page to AZZ First Amendment

COMERICA BANK - TEXAS

By: /s/ COREY R. BAILEY
    ------------------------------------
    Name:  Corey R. Bailey
    Title: Assistant Vice President

Signature Page to AZZ First Amendment

GUARANTY BANK

By:  /s/ ROBERT S. HAYS
     --------------------------------------
     Name:  Robert S. Hays
     Title: Senior Vice President

Signature Page to AZZ First Amendment

WELLS FARGO BANK TEXAS, NATIONAL
ASSOCIATION

By: /s/ RUSTY ANDERSON
    ----------------------------------
    Name:  Rusty Anderson
    Title: Vice President

Signature Page to AZZ First Amendment

To induce Administrative Agent and Lenders to enter into this Amendment, the undersigned consent and agree (a) to its execution and delivery and terms and conditions thereof, (b) that this document in no way releases, diminishes, impairs, reduces, or otherwise adversely affects any Liens, charges, guaranties, assurances, or other obligations or undertakings of any of the undersigned under any Loan Documents, and (c) waive notice of acceptance of this Amendment, which Amendment binds each of the undersigned and their respective successors and permitted assigns and inures to Administrative Agent, Lenders, and their respective successors and permitted assigns.

GUARANTORS:

AZTEC INDUSTRIES, INC.
THE CALVERT COMPANY, INC.
GULF COAST GALVANIZING, INC.
ARKGALV, INC.
ARBOR-CROWLEY, INC.
ATKINSON INDUSTRIES, INC.
AZTEC INDUSTRIES, INC. - MOSS POINT
AUTOMATIC PROCESSING INCORPORATED
ARIZONA GALVANIZING, INC.
HOBSON GALVANIZING, INC.
CGIT WESTBORO, INC.
WESTSIDE GALVANIZING SERVICES, INC.
CARTER AND CRAWLEY, INC.
CENTRAL ELECTRIC COMPANY
CENTRAL ELECTRIC MANUFACTURING
COMPANY
ELECTRICAL POWER SYSTEMS, INC.
CLARK CONTROL SYSTEMS, INC.
AZTEC MANUFACTURING PARTNERSHIP,
LTD.
By: AZZ GROUP, LP, its General Partner
By: AZZ GP, LLC, its General Partner

AZTEC MANUFACTURING - WASKOM
Partnership, LTD.
By: AZZ GROUP, LP, its General Partner
By: AZZ GP, LLC, its General Partner

RIG-A-LITE PARTNERSHIP, LTD.
By: AZZ GROUP, LP, its General Partner
By: AZZ GP, LLC, its General Partner

Signature Page to
AZZ First Amendment

INTERNATIONAL GALVANIZERS
PARTNERSHIP, LTD.
By: AZZ GROUP, LP, its General Partner
By: AZZ GP, LLC, its General Partner

DRILLING RIG ELECTRICAL SYSTEMS CO.
PARTNERSHIP, LTD.
By: AZZ GROUP, LP, its General Partner
By: AZZ GP, LLC, its General Partner

AZZ GROUP, LP
By: AZZ GP, LLC, its General Partner

AZZ GP, LLC

AZZ LP, LLC

By /s/ DANA L. PERRY
   -----------------------------------
   Dana L. Perry
   Secretary

AZZ HOLDINGS, INC.

By /s/ MIKE McLAIN
   -----------------------------------
   Mike McLain
   President

Signature Page to AZZ First Amendment

=====================================================================================================================

NAME AND ADDRESS                    COMMITTED           COMMITMENT           COMMITTED            COMMITMENT
   OF LENDERS                         SUMS-            PERCENTAGES -        SUMS - TERM          PERCENTAGES -
                                    REVOLVER             REVOLVER             FACILITY          TERM FACILITY
                                    FACILITY             FACILITY
=====================================================================================================================
Bank of America, N.A.           $15,882,354.00         35.294120000         $14,117,646.00         35.294115000
901 Main Street, 67th  Floor
Dallas, Texas  75202
Attn:  Steven A. MacKenzie
(214) 209-3680; (214)
209-3140 (fax)
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Comerica Bank - Texas           $10,588,235.00         23.529411111         $9,411,765.00          23.529412500
8828 Stemmons Freeway,
Suite 441
Dallas, Texas  75247
Attn: Donald P. Hellman,
Senior Vice President
(214) 589-4419; (972)
263-9837 (fax)
---------------------------------------------------------------------------------------------------------------------
Guaranty Bank                   $7,941,176.00          17.647057778         $7,058,824.00          17.647060000
8333 Douglas Avenue
Dallas, Texas  75225
Attn: Robert S. Hays
(214) 360-2821; (214)
360-8908 (fax)
---------------------------------------------------------------------------------------------------------------------
Wells Fargo Bank Texas,         $10,588,235.00         23.529411111         $9,411,765.00          23.529412500
National Association
505 Main Street, Suite 300
Fort Worth, Texas  76102
Attn:  Rusty Anderson
(817) 334-7089; (817)
334-7000 (fax)
---------------------------------------------------------------------------------------------------------------------
                                $45,000,000.00        100.000000000%        $40,000,000.00        100.000000000%

=====================================================================================================================

Bank Loan Final-Amendment

EXHIBIT 10(12)

AMENDMENT TO THE 1999 INDEPENDENT DIRECTOR
SHARE OWNERSHIP PLAN
ADOPTED ON FEBRUARY 29, 2000

WHEREAS by resolutions adopted on January 19, 1999 and September 22, 1999 the Board of Directors established a plan for the grant of stock options to independent members of the Board of Directors (the "Plan");

NOW, THEREFORE, BE IT RESOLVED, that such Plan shall be known as the 1999 Independent Director Share Ownership Plan; and

RESOLVED FURTHER that in order to provide flexibility in the number of shares to be granted to a new director the Plan is hereby amended to permit the issuance under the Plan of such number of shares to a new independent director as the Board may deem appropriate (but not less than 1,000 shares, or if less, shares having a market value of $15,000) provided such grant does not violate the provisions of the Plan with regard to the maximum number of shares which may be granted under the Plan or to a single director; and

RESOLVED FURTHER that 50,000 shares of the Company's $1.00 par value Common Stock shall be reserved for issuance under the Plan, registered under the Securities Act of 1933 on Form S-8 and listed on the New York Stock Exchange; and

RESOLVED FURTHER that the officers of the Company are authorized and directed to take all such action as may be necessary or appropriate in order to carry out the intent of these resolutions.

EXHIBIT 10(13)

EMPLOYMENT AGREEMENT

This Employment Agreement ("Agreement"), executed this ________ day of February, 2002, to be effective as of March 1, 2001, is between AZZ incorporated, a Texas corporation ("Company"), and David H. Dingus ("Employee")

R E C I T A L S:

A. Company and Employee desire to enter into this written agreement to specify the terms and conditions of Employee*s employment with Company.

B. Company considers the maintenance of a sound management team, including Employee, essential to protecting and enhancing its best interests and those of its shareholders.

C. Employee will be the President and Chief Executive Officer of the Company and also shall serve in such other positions with the Company's affiliates as he may be asked by Company to assume. Employee will be an integral member of Company*s management team.

NOW, THEREFORE, in consideration of Employee*s future employment with Company and other good and valuable consideration, the parties agree as follows:

SECTION 1. EMPLOYMENT. Company hereby employs Employee, and Employee hereby accepts employment, upon the terms and subject to the conditions hereinafter set forth.

SECTION 2. DUTIES. Employee shall be employed as the President and Chief Executive Officer of the Company, and such other positions within the Company or its affiliates to which he may be appointed by the Company's Board of Directors (the "Board"). Employee agrees to devote his full time and best efforts to the performance of the duties attendant to his executive position with Company or its affiliates.

SECTION 3. TERM. The initial term of employment of Employee hereunder shall continue for thirty-six months from March 1, 2001 ("Employment Date"), unless earlier terminated pursuant to Section 6 herein. Additionally, the initial term of employment shall be automatically extended for additional one year periods on each anniversary of the Employment Date unless either party delivers written notice to the other party at least thirty (30) days prior to the applicable anniversary date or unless terminated pursuant to Section 6 herein.

SECTION 4. COMPENSATION AND BENEFITS. In consideration for the services of Employee hereunder, Company shall compensate Employee as follows:

(a) BASE SALARY. Until the termination of Employee*s employment hereunder, Company or its affiliate shall pay Employee a base salary at an annual rate of

$350,000.00 ("Base Salary"). The Base Salary may not be decreased at any time during the term of Employee*employment hereunder and may be increased by Company prior to the annual anniversary of the Employee*s Employment Date. Any increase in Base Salary shall be in the sole discretion of the Board.

(b) EXECUTIVE INCENTIVE BONUS. Employee shall be eligible to receive such annual incentive bonus as may be provided from time to time by Company. The Board has the right to interpret and to construe the terms and provisions of any such plan and its actions in this regard shall be final and conclusive. Employee's annual bonus for the Company's 2002 fiscal year shall be determined under the 2002 Management Incentive Bonus Plan-President and Chief Executive Officer, a copy of which is attached as Exhibit A to this Agreement.

(c) STOCK OPTIONS. Company, shall grant to Employee pursuant to its 2001 Long-Term Incentive Plan immediately upon its approval by the Company's shareholders, and if it is not approved by the shareholders at the 2001 annual meeting of shareholders, then pursuant to other existing plans or by individual grants, the date of such award and the date of each award subsequently made under this Agreement being referred to as the Award Date, options to purchase 43,151 shares of the Company's $1.00 par value common stock (the "Common Stock") and shall likewise grant to Employee as of the close of business on March 1 of each year thereafter during the term of this Agreement (each such grant to have its own Award Date), options to purchase shares of the Company's Common Stock having an aggregate valuation (the product of the number of shares optioned and the Price, as hereinafter defined) based upon the closing price of the Common Stock on the New York Stock Exchange at the date of each such grant (the "Price"), of $641,667, options under each such grant (the one to be made immediately after the 2001 annual meeting of shareholders and the ones to be granted on March 1 of each year thereafter during the term of this Agreement) to vest twenty percent on the respective Award Dates and twenty percent on each of the first four anniversaries of the Award Dates. The options shall each be exercisable at the Price. The options shall each have a term of ten (10) years from their respective Award Dates and shall be either nonqualified or, if available under a plan which has been approved by the shareholders, incentive stock options, at the election of Employee.

(d) VACATION. Employee shall be entitled to 20 days of paid vacation per year at the reasonable and mutual convenience of Company and Employee. Accrued vacation not taken in any calendar year may be carried forward or used in the following calendar year, but not in any subsequent calendar year unless otherwise approved by the Board.

(e) GROUP INSURANCE BENEFITS. Employee shall be entitled to participate in the Company's Employee Benefit Plan and Trust, group life, health and disability programs and such other benefit programs as are made available to Company*s other executives and officers and the Employee*s participation in such programs shall be at the same rates and

subject to the same conditions as are available and applicable to Company*s other executives and officers.

(f) LIFE INSURANCE BENEFITS. Company shall pay the premiums allocable to a term life insurance policy in the face amount of $500,000.00 covering Employee as the named insured, subject to Employee*s passing a standard physical examination in order to permit issuance of the policy at standard (non-rated) premiums and satisfaction of any other standard underwriting requirements. Employee shall be the owner of such policy and shall have the right to designate the beneficiary of the policy proceeds. Employee shall be liable for income taxes with respect to premium amounts includable in Employee*s taxable income.

(g) CAR ALLOWANCE. As a condition of Employee*s employment, Employee shall from tine to time be required to travel by automobile on Company*s business. Accordingly, Company shall pay Employee a monthly car allowance of $1,000.00, payable in equal semi-monthly installments, to cover Employee*s costs of obtaining, maintaining and insuring a suitable automobile.

(h) CLUB MEMBERSHIP. Company will pay initiation fees and monthly dues for a membership in a club suitable for business entertainment. All monthly charges incurred at such clubs, however, shall be the sole responsibility of Employee except as provided in Section 5 herein.

(i) ANNUAL PHYSICAL. The Company shall cover the cost to Employee of an annual physical which Employee agrees to take with no more than fifteen months to intervene between such annual physicals.

SECTION 5. EXPENSES. The parties anticipate that in connection with the services to be performed by Employee pursuant to the terms of this Agreement, Employee will be required to make payments for travel, entertainment of business associates and similar expenses. Company shall reimburse Employee for all appropriate and reasonable expenses authorized by Company and incurred by Employee in the performance of his duties hereunder. Employee shall comply with such budget limitations and approval and reporting requirements with respect to expenses as Company may establish from time to time.

SECTION 6. TERMINATION.

(a) GENERAL. Employee*s employment hereunder shall commence on the Employment Date and continue until the end of the term specified in Section 3, except that the employment of Employee hereunder shall terminate prior to such time in accordance with the following:

(i) DEATH OR DISABILITY. Upon the death of Employee during the term of his employment hereunder or, at the option of Company, in the event of Employee*s Disability, upon 30 days* notice to Employee.

(ii) FOR CAUSE. For "Cause" immediately upon written notice by Company to Employee. A termination shall be for "Cause" if:

(1) Employee is convicted of a crime involving moral turpitude or a crime providing for a term of imprisonment in a federal or state penitentiary; or

(2) Employee commits any willful malfeasance or gross negligence in the discharge of duties to the Company or any of its subsidiaries, having a material adverse effect on the Company or any of its subsidiaries, their business or reputations; or

(3) Employee fails to correct within five days after written notice, any specific failure in performance of the duties of the Employee's position with the Company; or

(iii) WITHOUT CAUSE. Without cause immediately upon notice by Company to Employee.

(b) SEVERANCE PAY.

(i) TERMINATION UPON DEATH OR DISABILITY OR FOR CAUSE. Employee shall not be entitled to any severance pay or other compensation upon termination of his employment pursuant to Section 6(a) (i) or (ii) except for his Base Salary accrued but unpaid as of the date of termination, unpaid expense reimbursements under Section 5 for expenses incurred in accordance with the terms hereof prior to termination, and compensation for accrued, unused vacation as of the date of termination ("Accrued Amounts").

(ii) TERMINATION WITHOUT CAUSE. In the event Employee*s employment hereunder is terminated pursuant to Section 6(a) (iii) prior to the expiration of the initial term of this Agreement (as such initial term may have been extended), Company shall pay Employee, as consideration for the execution of a separation and release agreement and in lieu of any further compensation payable hereunder other than Accrued Amounts, a cash amount equal to Employee*s Base Salary for the period from the date of termination to the end of the term of this Agreement but in no event less than Employee's Base Salary for a 24 month period plus any amounts to which Employee is entitled under any compensation plan of the Company. Such separation payments shall be Employee*s sole remedy in connection with such termination.

(c) CHANGE IN CONTROL. Company and Employee shall enter into a Change in Control Agreement (the "Change in Control Agreement"). That agreement shall provide for payment to Employee of 2.99 times his base salary in the event that, after a change in control, as defined in that agreement, Employee remains in the employment of the Company for as long as his services are requested, up to a period of one year following the change in control. Employee's obligation to remain in the employment of the Company after the change in control will terminate in the event of a constructive termination of the Employee, as defined in that agreement.

SECTION 7. INVENTIONS; ASSIGNMENT.

(a) INVENTIONS DEFINED. All rights to discoveries, inventions, improvements, designs and innovations (including all data and records pertaining thereto) that relate to the business of Company, whether or not able to be patented, copyrighted or reduced to writing, that Employee may discover, invent or originate during the term of his employment hereunder, and for a period of six months thereafter, either alone or with others and whether or not during working hours or by the use of the facilities of Company ("Inventions") , shall be the exclusive property of Company. Employee shall promptly disclose all Inventions to Company, shall execute at the request of Company any assignments or other documents Company may deem necessary to protect or perfect its rights therein, and shall assist Company, at Company*s expense, in obtaining, defending and enforcing Company*s rights therein. Employee hereby appoints Company as his attorney-in-fact to execute on his behalf any assignments or other documents deemed necessary by Company to protect or perfect its rights to any Inventions.

(b) COVENANT TO ASSIGN AND COOPERATE. Without limiting the generality of the foregoing, Employee shall assign and transfer to Company the world-wide right, title and interest of Employee in the Inventions. Employee agrees that Company may apply for and receive patent rights (including Letters Patent in the United States) for the Inventions in Company*s name in such countries as may be determined solely by Company. Employee shall communicate to Company all facts known to Employee relating to the Inventions and shall cooperate with Company*s reasonable requests in connection with vesting title to the Inventions and related patents exclusively in Company and in connection with obtaining, maintaining and protecting Company*s exclusive patent rights in the Inventions.

(c) SUCCESSORS AND ASSIGNS. Employee*s obligations under this Section 7 shall inure to the benefit of Company and its successors and assigns and shall survive the expiration of the term of this Agreement for such time as may be necessary to protect the proprietary rights of Company in the Inventions.

SECTION 8. CONFIDENTIAL INFORMATION.

(a) ACKNOWLEDGMENT OF PROPRIETARY INTEREST. Employee acknowledges the proprietary interest of Company in all Confidential Information (as defined below). Employee agrees that all Confidential Information learned by Employee during his employment with Company or otherwise, whether developed by Employee alone or in conjunction with others or otherwise, is and shall remain the exclusive property at of Company. Employee further acknowledges and agrees that his disclosure of any Confidential Information will result in irreparable injury and damage to Company.

(b) CONFIDENTIAL INFORMATION DEFINED. "Confidential Information" means all confidential or proprietary information of Company or any of its affiliates, including without limitation, (i) information derived from reports, investigations, experiments, research and work in progress,(ii) methods of operation, (iii) market data. (iv) proprietary computer programs and codes, (v) drawings, designs, plans and proposals, (vi) marketing and sales programs, (vii) client lists, (viii) historical financial information and financial projections.
(ix) pricing formulae and policies, (x) all other concepts, ideas, materials and information prepared or performed for or by Company and (xi) all information related to the business, products, purchases or sales of Company or any of its affiliates or any of their suppliers and customers, other than information that is publicly available.

(c) COVENANT NOT TO DIVULGE CONFIDENTIAL INFORMATION. Company is entitled to prevent the disclosure of Confidential Information. As a portion of the consideration for the employment of Employee and for the compensation being paid to Employee by Company, Employee agrees at all times during the term of his employment hereunder and thereafter to hold in strict confidence and not to disclose or allow to be disclosed to any person, firm or corporation, other than to persons engaged by Company to further the business of Company, and not to use except in the pursuit of the business of Company, the Confidential Information, without the prior written consent of Company.

(d) RETURN OF MATERIALS AT TERMINATION. In the event of any termination or cessation of his employment with Company for any reason. Employee shall promptly deliver to Company all documents, data and other information derived from or otherwise pertaining to Confidential Information. Employee shall not take or retain any documents or other information, or any reproduction or excerpt thereof, containing or pertaining to any Confidential Information.

SECTION 9. NON-SOLICITATION.

(a) SOLICITATION OF EMPLOYEES. During Employee*s employment with Company and for a period of twelve (12) months after termination of such employment at any time and for any reason, and regardless of whether any payments are made to Employee under this Agreement as a result of such termination, Employee shall not, directly or indirectly, solicit, participate in or promote the solicitation of any person who was employed by Company at the time of Employee*s termination of employment with Company to leave the employ of

Company, or, on behalf of himself or any other person or entity, hire, employ or engage any such person. Employee further agrees that, during such time, if an employee of Company contacts Employee about prospective employment, Employee will inform such employee that Employee cannot discuss the matter further with him or her without the consent of Company.

(b) SOLICITATION OF CLIENTS, CUSTOMERS, ETC. During Employee*s employment with Company and for a period of twelve (12) months after termination of Employee*s employment under circumstances which result in payment of any amounts to Employee under this Agreement, Employee shall not, directly or indirectly, solicit any person who, at the time of termination of Employee*s employment with Company, was a client, customer, vendor, consultant or agent of Company to discontinue business, in whole or in part, with Company. Employee further agrees that, during such time, if such a client, customer, vendor, or consultant or agent contacts Employee about discontinuing business with Company or moving that business elsewhere, Employee will inform such client, customer, vendor, consultant or agent that Employee cannot discuss the matter further with him or her without the consent of Company.

SECTION 10. GENERAL.

(a) NOTICES. All notices and other communications hereunder shall be in writing or by written telecommunication, and shall be deemed to have been duly given if delivered personally or if mailed by certified mail, return receipt requested or by written telecommunication, to the relevant address set forth below, or to such other address as the recipient of such notice or communication shall have specified to the other party in accordance with this
Section 10(a):

If to Company, to:

AZZ incorporated
1300 South University Drive, Suite 200 Fort Worth, Texas 76107
Attention: Board of Directors

If to Employee, to:

David H. Dingus
1113 Somerset Blvd.
Colleyville, Texas 76034

(b) WITHHOLDING. All payments required to be made to Employee by Employer under this Agreement shall be subject to the withholdings of such amounts, if any, relating to federal, state, and local taxes as may be required by law.

(c) EQUITABLE REMEDIES. Each of the parties hereto acknowledges and agrees that upon any breach by Employee of his obligations under any of Sections 7, 8, and 9, Employer shall have no adequate remedy at law and accordingly shall be entitled to specific performance and other appropriate injunctive and equitable relief.

(d) SEVERABILITY. If any provision of this Agreement is held to be illegal, invalid or unenforceable, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision never comprised a part hereof, and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as part of this Agreement a provision as similar in its terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid, and enforceable.

(e) WAIVERS. No delay or omission by either party in exercising any right, power or privilege hereunder shall impair such right, power or privilege, nor shall any single or partial exercise of any such right, power or privilege preclude any further exercise thereof or the exercise of any other right, power or privilege.

(f) COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

(g) CAPTIONS. The captions in this Agreement are for convenience of reference only and shall not limit or otherwise affect any of the terms or provisions hereof.

(h) REFERENCE TO AGREEMENT. Use of the words "herein," "hereof," "hereto," "hereunder," "herefrom" and the like in this Agreement refer to this Agreement only as a whole and not to any particular section or subsection of this Agreement, unless otherwise noted.

(i) BINDING AGREEMENT. This Agreement shall be binding upon and inure to the benefit of the parties and shall be enforceable by the personal representatives and heirs of the Employee and the successors and assigns of Employer. This Agreement may be assigned by Company to any of its subsidiaries; provided that in the event of any such assignment, Company shall remain liable for all of its obligations hereunder and shall be liable for all obligations of all such assignee hereunder. If Employee dies while any amounts would still be payable to him hereunder, such amounts shall be paid to Employee*s estate. This Agreement is not otherwise assignable by Employee.

(j) ENTIRE AGREEMENT. This Agreement contains the entire understanding of the parties, supersedes all prior agreements and understandings relating to the

subject matter hereof and may not be amended except by a written instrument hereafter signed by each of the parties hereto.

(k) GOVERNING LAW. This Agreement and the performance hereof shall be construed and governed in accordance with the laws of the State of Texas, without regard to choice of law principles.

(l) GENDER AND NUMBER. The masculine gender shall be deemed to denote the feminine or neuter genders, the singular to denote the plural, and the plural to denote the singular, where the context so permits.

(m) APPLICABILITY. Any obligation, undertaking or duty of Employee to the Company under this Agreement shall extend to any affiliate of the Company to which Employee is assigned pursuant to Section 4(i) above.

SECTION 11. DEFINITIONS. As used in this Agreement, the following terms will have the following meanings:

(a) "Agreement" has the meaning ascribed to it in the first paragraph of this document.

(b) "Accrued Amounts" has the meaning ascribed to it in Section 6(b)(i)

(c) "Base Salary" has the meaning ascribed to it in Section 4(a)

(d) "Cause" has the meaning ascribed to it in Section 6(a)(ii).

(e) "Change in Control Agreement" has the meaning ascribed to it in
Section 6(c).

(f) "Code" means the Internal Revenue Code of 1986, as amended.

(g) "Company" means AZZ incorporated, a Texas corporation.

(h) "Confidential Information" has the meaning ascribed to it in
Section 8(b).

(i) "Disability" with respect to an Employee shall, to the extent permitted by law and subject to the Americans with Disability Act or any state or local counterpart, be deemed to exist in accordance with Section 6(a)(i) if the Employee meets the definition of either "disabled" or "disability" under the terms of

Company*s long-term disability benefit program. Any refusal by Employee to submit to a reasonable medical examination that is job-related and consistent with business necessity and intended to inquire into Employee's ability to perform job-related functions shall be deemed to constitute conclusive evidence of Company's right to terminate Employee in accordance with Section 6(a)(i) regardless of whether Employee actually has a disability.

(j) "Employee" has the meaning ascribed to it in the first paragraph of this document.

(k) "Company" refers to Company and its successors and assigns.

(l) "Employment Date" has the meaning ascribed to it in Section 3.

(m) "Price" has the meaning ascribed to it in Section 4(c).

(n) "Inventions" has the meaning ascribed to it in Section 7(a).

EXECUTED as of the date and year first above written.

AZZ incorporated

By:  /s/ L.C. MARTIN
   ________________________________
     L.C. MARTIN
     Chairman of Board of Directors

EMPLOYEE

By:  /s/ DAVID H. DINGUS
   ________________________________
     David H. Dingus

AZZ incorporated 2002 Management Incentive Bonus Plan

ARTICLE I
THE PLAN

ARTICLE II
ADMINISTRATION

Exhibit A to Employment Agreement

recommending annually to the Committee the criteria and the scale for calculation of the cash incentive bonus which other Plan participants shall be eligible to earn under the Plan.

ARTICLE III
INCENTIVE AWARDS, EFFECT OF TERMINATION
OF EMPLOYMENT AND TIME OF PAYMENT

(End of Plan)

AZZ incorporated Management Incentive Bonus Plan Participation

You are being offered participation in the Company's 2002 Management Incentive Bonus Plan. The terms of this offer are set forth below. A copy of the 2002 Management Incentive Bonus Plan is attached as Exhibit A to this participation form. Your participation in the Plan will be controlled and governed by the terms of the Plan, so please read it carefully and if you wish to accept participation in the Plan, sign and return the enclosed copy of this participation form to the Company's CFO and Treasurer, Dana L. Perry.

4. Schedule or formula by which the amount of the incentive bonus will be calculated:

Your incentive bonus for 2002 fiscal year will be based on the Company's targeted diluted earnings per share of $1.87 per share. Your bonus will be calculated based on the following schedule:

30% of base salary at target EPS 35% of base salary at 110% of target EPS 40% of base salary at 120% of target EPS or more 20% of base salary at 90% of target EPS 10% of base salary at 80% of target EPS 1% of base salary at 71% of target EPS 0% of base salary at 70% of target EPS

The percent of target diluted EPS earned will be rounded to the nearest whole percent. The percent of base salary earned will be prorated to reflect the same relative position to the benchmarks above and below it as shown in the table that the percent of target diluted EPS achieved bears to the benchmark percentages just above and below it as shown in the table. The percentage of base salary so determined shall be rounded to the nearest one-tenth of one percent. Solely by way of example, if the targeted diluted earnings per share were $1.00 and the actual diluted earnings per share were $1.17 and your base salary were $350,000.00, the incentive bonus would be calculated as follows:

Step One:   Percent of target accomplished: $1.17 = 117% of target (use
            nearest whole percent)

Step Two:   117% is related 110%-120% as 38.5% (use nearest one-tenth of
            one percent) is related to 35%-40%

Step Three: 38.50% of $350,000 = $134,750.00

Step Four:  Incentive bonus is $134,750.00

   /s/ L. C. MARTIN
__________________________________
Authorized Officer

Accepted: I accept participation in the AZZ incorporated 2002 Management Incentive Bonus Plan, acknowledge receipt of a copy of the Plan and agree that my participation will be governed by the terms of the Plan.

   /s/ DAVID H. DINGUS
__________________________________
Plan Participant

EXHIBIT 10(14)

This Amendment No. One to Employment Agreement ("Amendment No. One") is entered into as of the 27th day of March, 2002, between AZZ incorporated, a Texas corporation, (the "Company") and David H. Dingus, President and Chief Executive Officer of the Company ("Employee").

WHEREAS, the Company and Employee entered into an Employment Agreement (the "Employment Agreement") effective March 1, 2001; and

WHEREAS, the Company and the Employee entered into a Change in Control Agreement (the "Change in Control Agreement) effective on or about December 18, 2001; and

WHEREAS, the Company and the Employee desire to amend the Employment Agreement in order to eliminate payments to the Employee under both the Employment Agreement and the Change in Control Agreement in the event of a change in control of the Company;

NOW, THEREFORE, in consideration of the premises and the mutual agreements between the Company and the Employee regarding his future employment with the Company, it is agreed as follows:

1. The following sentence shall be added to Section 6(c) of the Employment Agreement. "This Employment Agreement shall terminate upon the occurrence of a change in control as defined in the Change in Control Agreement, and Employee shall not be entitled to the severance pay provided by Section 6(b)(i) or
Section 6(b)(ii) of this Employment Agreement."

2. Except as amended by this Amendment No. One, all of the terms and provisions of the Employment Agreement are ratified, confirmed and approved.

EXECUTED this the 13 day of May, 2002.

AZZ incorporated

By  /s/ DANA L. PERRY
  _______________________________________
    Dana L. Perry, Its Vice President and
    Chief Financial Officer


  /s/ DAVID H. DINGUS
_________________________________________
David H. Dingus

EXHIBIT 10(15)

EMPLOYMENT AGREEMENT

This Employment Agreement ("Agreement"), executed this ________ day of February, 2002, to be effective as of March 1, 2001, is between AZZ incorporated, a Texas corporation ("Company"), and Dana L. Perry ("Employee")

R E C I T A L S:

A. Company and Employee desire to enter into this written agreement to specify the terms and conditions of Employee*s employment with Company.

B. Company considers the maintenance of a sound management team, including Employee, essential to protecting and enhancing its best interests and those of its shareholders.

C. Employee will be Vice President and Chief Financial Officer of the Company and shall serve in such other positions with the Company's affiliates as he may be asked by Company to assume. Employee will be an integral member of Company*s management team.

NOW, THEREFORE, in consideration of Employee*s future employment with Company and other good and valuable consideration, the parties agree as follows:

SECTION 1. EMPLOYMENT. Company hereby employs Employee, and Employee hereby accepts employment, upon the terms and subject to the conditions hereinafter set forth.

SECTION 2. DUTIES. Employee shall be employed as Vice President and Chief Financial Officer of the Company, and such other positions within the Company or its affiliates to which he may be appointed by the Company's Board of Directors (the "Board"). Employee agrees to devote his full time and best efforts to the performance of the duties attendant to his executive position with Company or its affiliates.

SECTION 3. TERM. The initial term of employment of Employee hereunder shall continue for thirty-six months from March 1, 2001 ("Employment Date"), unless earlier terminated pursuant to Section 6 herein. Additionally, the initial term of employment shall be automatically extended for additional one year periods on each anniversary of the Employment Date unless either party delivers written notice to the other party at least thirty (30) days prior to the applicable anniversary date or unless terminated pursuant to Section 6 herein.

SECTION 4. COMPENSATION AND BENEFITS. In consideration for the services of Employee hereunder, Company shall compensate Employee as follows:

(a) BASE SALARY. Until the termination of Employee*s employment hereunder, Company or its affiliate shall pay Employee a base salary at an annual rate of

$196,000.00 ("Base Salary"). The Base Salary may not be decreased at any time during the term of Employee*employment hereunder and may be increased by Company prior to the annual anniversary of the Employee*s Employment Date. Any increase in Base Salary shall be in the sole discretion of the Board.

(b) EXECUTIVE INCENTIVE BONUS. Employee shall be eligible to receive such annual incentive bonus as may be provided from time to time by Company. The Board has the right to interpret and to construe the terms and provisions of any such plan and its actions in this regard shall be final and conclusive. Employee's annual bonus for the Company's 2002 fiscal year shall be determined under the 2002 Management Incentive Bonus Plan-Vice President and Chief Financial Officer, a copy of which is attached as Exhibit A to this Agreement.

(c) STOCK OPTIONS. Company, shall grant to Employee pursuant to its 2001 Long-Term Incentive Plan immediately upon its approval by the Company's shareholders, and if it is not approved by the shareholders at the 2001 annual meeting of shareholders, then pursuant to other existing plans or by individual grants, the date of such award and the date of each award subsequently made under this Agreement being referred to as the Award Date, options to purchase 9,975 shares of the Company's $1.00 par value common stock (the "Common Stock") and shall likewise grant to Employee as of the close of business on March 1 of each year thereafter during the term of this Agreement (each such grant to have its own Award Date), options to purchase shares of the Company's Common Stock having an aggregate valuation (the product of the number of shares optioned and the Price, as hereinafter defined) based upon the closing price of the Common Stock on the New York Stock Exchange at the date of each such grant (the "Price"), of $148,333, options under each such grant (the one to be made immediately after the 2001 annual meeting of shareholders and the ones to be granted on March 1 of each year thereafter during the term of this Agreement) to vest twenty percent on the respective Award Dates and twenty percent on each of the first four anniversaries of the Award Dates. The options shall each be exercisable at the Price. The options shall each have a term of ten (10) years from their respective Award Dates and shall be either nonqualified or, if available under a plan which has been approved by the shareholders, incentive stock options, at the election of Employee.

(d) VACATION. Employee shall be entitled to 20 days of paid vacation per year at the reasonable and mutual convenience of Company and Employee. Accrued vacation not taken in any calendar year may be carried forward or used in the following calendar year, but not in any subsequent calendar year unless otherwise approved by the Board.

(e) GROUP INSURANCE BENEFITS. Employee shall be entitled to participate in the Company's Employee Benefit Plan and Trust, group life, health and disability programs and such other benefit programs as are made available to Company*s other executives and officers and the Employee*s participation in such programs shall be at the same rates and

subject to the same conditions as are available and applicable to Company*s other executives and officers.

(f) LIFE INSURANCE BENEFITS. Company shall pay the premiums allocable to a term life insurance policy in the face amount of $300,000.00 covering Employee as the named insured, subject to Employee*s passing a standard physical examination in order to permit issuance of the policy at standard (non-rated) premiums and satisfaction of any other standard underwriting requirements. Employee shall be the owner of such policy and shall have the right to designate the beneficiary of the policy proceeds. Employee shall be liable for income taxes with respect to premium amounts includable in Employee*s taxable income.

(g) CAR ALLOWANCE. As a condition of Employee*s employment, Employee shall from time to time be required to travel by automobile on Company business. Accordingly, Company shall furnish an automobile to Employee and pay Employee*s costs of maintaining, operating and insuring it.

(h) ANNUAL PHYSICAL. The Company shall cover the cost to Employee of an annual physical which Employee agrees to take with no more than fifteen months to intervene between such annual physicals.

SECTION 5. EXPENSES. The parties anticipate that in connection with the services to be performed by Employee pursuant to the terms of this Agreement, Employee will be required to make payments for travel, entertainment of business associates and similar expenses. Company shall reimburse Employee for all appropriate and reasonable expenses authorized by Company and incurred by Employee in the performance of his duties hereunder. Employee shall comply with such budget limitations and approval and reporting requirements with respect to expenses as Company may establish from time to time.

SECTION 6. TERMINATION.

(a) GENERAL. Employee*s employment hereunder shall commence on the Employment Date and continue until the end of the term specified in Section 3, except that the employment of Employee hereunder shall terminate prior to such time in accordance with the following:

(i) DEATH OR DISABILITY. Upon the death of Employee during the term of his employment hereunder or, at the option of Company, in the event of Employee*s Disability, upon 30 days* notice to Employee.

(ii) FOR CAUSE. For "Cause" immediately upon written notice by Company to Employee. A termination shall be for "Cause" if:

(1) Employee is convicted of a crime involving moral turpitude or a crime providing for a term of imprisonment in a federal or state penitentiary; or

(2) Employee commits any willful malfeasance or gross negligence in the discharge of duties to the Company or any of its subsidiaries, having a material adverse effect on the Company or any of its subsidiaries, their business or reputations; or

(3) Employee fails to correct within five days after written notice, any specific failure in performance of the duties of the Employee's position with the Company; or

(iii) WITHOUT CAUSE. Without cause immediately upon notice by Company to Employee.

(b) SEVERANCE PAY.

(i) TERMINATION UPON DEATH OR DISABILITY OR FOR CAUSE. Employee shall not be entitled to any severance pay or other compensation upon termination of his employment pursuant to Section 6(a) (i) or (ii) except for his Base Salary accrued but unpaid as of the date of termination, unpaid expense reimbursements under Section 5 for expenses incurred in accordance with the terms hereof prior to termination, and compensation for accrued, unused vacation as of the date of termination ("Accrued Amounts").

(ii) TERMINATION WITHOUT CAUSE. In the event Employee*s employment hereunder is terminated pursuant to Section 6(a) (iii) prior to the expiration of the initial term of this Agreement (as such initial term may have been extended) , Company shall pay Employee, as consideration for the execution of a separation and release agreement and in lieu of any further compensation payable hereunder other than Accrued Amounts, a cash amount equal to Employee*s Base Salary for the period from the date of termination to the end of the term of this Agreement but in no event less than Employee's Base Salary for a 24 month period plus any amounts to which Employee is entitled under any compensation plan of the Company. Such separation payments shall be Employee*s sole remedy in connection with such termination.

(c) CHANGE IN CONTROL. Company and Employee shall enter into a Change in Control Agreement (the "Change in Control Agreement"). That agreement shall provide for payment to Employee of 2.99 times his base salary in the event that, after a change in control, as defined in that agreement, Employee remains in the employment of the Company for as long as his services are requested, up to a period of one year following the change in control. Employee's obligation to remain in the employment of the Company after the change in control will terminate in the event of a constructive termination of the Employee, as defined in that agreement.

SECTION 7. INVENTIONS; ASSIGNMENT.

(a) INVENTIONS DEFINED. All rights to discoveries, inventions, improvements, designs and innovations (including all data and records pertaining thereto) that relate to the business of Company, whether or not able to be patented, copyrighted or reduced to writing, that Employee may discover, invent or originate during the term of his employment hereunder, and for a period of six months thereafter, either alone or with others and whether or not during working hours or by the use of the facilities of Company ("Inventions") , shall be the exclusive property of Company. Employee shall promptly disclose all Inventions to Company, shall execute at the request of Company any assignments or other documents Company may deem necessary to protect or perfect its rights therein, and shall assist Company, at Company*s expense, in obtaining, defending and enforcing Company*s rights therein. Employee hereby appoints Company as his attorney-in-fact to execute on his behalf any assignments or other documents deemed necessary by Company to protect or perfect its rights to any Inventions.

(b) COVENANT TO ASSIGN AND COOPERATE. Without limiting the generality of the foregoing, Employee shall assign and transfer to Company the world-wide right, title and interest of Employee in the Inventions. Employee agrees that Company may apply for and receive patent rights (including Letters Patent in the United States) for the Inventions in Company*s name in such countries as may be determined solely by Company. Employee shall communicate to Company all facts known to Employee relating to the Inventions and shall cooperate with Company*s reasonable requests in connection with vesting title to the Inventions and related patents exclusively in Company and in connection with obtaining, maintaining and protecting Company*s exclusive patent rights in the Inventions.

(c) SUCCESSORS AND ASSIGNS. Employee*s obligations under this Section 7 shall inure to the benefit of Company and its successors and assigns and shall survive the expiration of the term of this Agreement for such time as may be necessary to protect the proprietary rights of Company in the Inventions.

SECTION 8. CONFIDENTIAL INFORMATION.

(a) ACKNOWLEDGMENT OF PROPRIETARY INTEREST. Employee acknowledges the proprietary interest of Company in all Confidential Information (as defined below). Employee agrees that all Confidential Information learned by Employee during his employment with Company or otherwise, whether developed by Employee alone or in conjunction with others or otherwise, is and shall remain the exclusive property at of Company. Employee further acknowledges and agrees that his disclosure of any Confidential Information will result in irreparable injury and damage to Company.

(b) CONFIDENTIAL INFORMATION DEFINED. "Confidential Information" means all confidential or proprietary information of Company or any of its affiliates, including

without limitation, (i) information derived from reports, investigations, experiments, research and work in progress,(ii) methods of operation, (iii) market data. (iv) proprietary computer programs and codes, (v) drawings, designs, plans and proposals, (vi) marketing and sales programs, (vii) client lists, (viii) historical financial information and financial projections. (ix) pricing formulae and policies, (x) all other concepts, ideas, materials and information prepared or performed for or by Company and (xi) all information related to the business, products, purchases or sales of Company or any of its affiliates or any of their suppliers and customers, other than information that is publicly available.

(c) COVENANT NOT TO DIVULGE CONFIDENTIAL INFORMATION. Company is entitled to prevent the disclosure of Confidential Information. As a portion of the consideration for the employment of Employee and for the compensation being paid to Employee by Company, Employee agrees at all times during the term of his employment hereunder and thereafter to hold in strict confidence and not to disclose or allow to be disclosed to any person, firm or corporation, other than to persons engaged by Company to further the business of Company, and not to use except in the pursuit of the business of Company, the Confidential Information, without the prior written consent of Company.

(d) RETURN OF MATERIALS AT TERMINATION. In the event of any termination or cessation of his employment with Company for any reason. Employee shall promptly deliver to Company all documents, data and other information derived from or otherwise pertaining to Confidential Information. Employee shall not take or retain any documents or other information, or any reproduction or excerpt thereof, containing or pertaining to any Confidential Information.

SECTION 9. NON-SOLICITATION.

(a) SOLICITATION OF EMPLOYEES. During Employee*s employment with Company and for a period of twelve (12) months after termination of such employment at any time and for any reason, and regardless of whether any payments are made to Employee under this Agreement as a result of such termination, Employee shall not, directly or indirectly, solicit, participate in or promote the solicitation of any person who was employed by Company at the time of Employee*s termination of employment with Company to leave the employ of Company, or, on behalf of himself or any other person or entity, hire, employ or engage any such person. Employee further agrees that, during such time, if an employee of Company contacts Employee about prospective employment, Employee will inform such employee that Employee cannot discuss the matter further with him or her without the consent of Company.

(b) SOLICITATION OF CLIENTS, CUSTOMERS, ETC. During Employee*s employment with Company and for a period of twelve (12) months after termination of Employee*s employment under circumstances which result in payment of any amounts to Employee under this Agreement, Employee shall not, directly or indirectly, solicit any person who, at the time of termination of Employee*s employment with Company, was a client,

customer, vendor, consultant or agent of Company to discontinue business, in whole or in part, with Company. Employee further agrees that, during such time, if such a client, customer, vendor, or consultant or agent contacts Employee about discontinuing business with Company or moving that business elsewhere, Employee will inform such client, customer, vendor, consultant or agent that Employee cannot discuss the matter further with him or her without the consent of Company.

SECTION 10. GENERAL.

(a) NOTICES. All notices and other communications hereunder shall be in writing or by written telecommunication, and shall be deemed to have been duly given if delivered personally or if mailed by certified mail, return receipt requested or by written telecommunication, to the relevant address set forth below, or to such other address as the recipient of such notice or communication shall have specified to the other party in accordance with this
Section 10(a):

If to Company, to:

AZZ incorporated
1300 South University Drive, Suite 200 Fort Worth, Texas 76107
Attention: Board of Directors

If to Employee, to:

Dana L. Perry
3919 Buena Vista Circle
Granbury, Texas 76049

(b) WITHHOLDING. All payments required to be made to Employee by Employer under this Agreement shall be subject to the withholdings of such amounts, if any, relating to federal, state, and local taxes as may be required by law.

(c) EQUITABLE REMEDIES. Each of the parties hereto acknowledges and agrees that upon any breach by Employee of his obligations under any of Sections 7, 8, and 9, Employer shall have no adequate remedy at law and accordingly shall be entitled to specific performance and other appropriate injunctive and equitable relief.

(d) SEVERABILITY. If any provision of this Agreement is held to be illegal, invalid or unenforceable, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision never comprised a part hereof, and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as part of this Agreement a provision as similar in its terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid, and enforceable.

(e) WAIVERS. No delay or omission by either party in exercising any right, power or privilege hereunder shall impair such right, power or privilege, nor shall any single or partial exercise of any such right, power or privilege preclude any further exercise thereof or the exercise of any other right, power or privilege.

(f) COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

(g) CAPTIONS. The captions in this Agreement are for convenience of reference only and shall not limit or otherwise affect any of the terms or provisions hereof.

(h) REFERENCE TO AGREEMENT. Use of the words "herein," "hereof," "hereto," "hereunder," "herefrom" and the like in this Agreement refer to this Agreement only as a whole and not to any particular section or subsection of this Agreement, unless otherwise noted.

(i) BINDING AGREEMENT. This Agreement shall be binding upon and inure to the benefit of the parties and shall be enforceable by the personal representatives and heirs of the Employee and the successors and assigns of Employer. This Agreement may be assigned by Company to any of its subsidiaries; provided that in the event of any such assignment, Company shall remain liable for all of its obligations hereunder and shall be liable for all obligations of all such assignee hereunder. If Employee dies while any amounts would still be payable to him hereunder, such amounts shall be paid to Employee*s estate. This Agreement is not otherwise assignable by Employee.

(j) ENTIRE AGREEMENT. This Agreement contains the entire understanding of the parties, supersedes all prior agreements and understandings relating to the subject matter hereof and may not be amended except by a written instrument hereafter signed by each of the parties hereto.

(k) GOVERNING LAW. This Agreement and the performance hereof shall be construed and governed in accordance with the laws of the State of Texas, without regard to choice of law principles.

(l) GENDER AND NUMBER. The masculine gender shall be deemed to denote the feminine or neuter genders, the singular to denote the plural, and the plural to denote the singular, where the context so permits.

(m) APPLICABILITY. Any obligation, undertaking or duty of Employee to the Company under this Agreement shall extend to any affiliate of the Company to which Employee is assigned pursuant to Section 4(i) above.

SECTION 11. DEFINITIONS. As used in this Agreement, the following terms will have the following meanings:

(a) "Agreement" has the meaning ascribed to it in the first paragraph of this document.

(b) "Accrued Amounts" has the meaning ascribed to it in Section 6(b)(i)

(c) "Base Salary" has the meaning ascribed to it in Section 4(a)

(d) "Cause" has the meaning ascribed to it in Section 6(a)(ii).

(e) "Change in Control Agreement" has the meaning ascribed to it in
Section 6(c).

(f) "Code" means the Internal Revenue Code of 1986, as amended.

(g) "Company" means AZZ incorporated, a Texas corporation.

(h) "Confidential Information" has the meaning ascribed to it in
Section 8(b).

(i) "Disability" with respect to an Employee shall, to the extent permitted by law and subject to the Americans with Disability Act or any state or local counterpart, be deemed to exist in accordance with Section 6(a)(i) if the Employee meets the definition of either "disabled" or "disability" under the terms of Company*s long-term disability benefit program. Any refusal by Employee to submit to a reasonable medical examination that is job-related and consistent with business necessity and intended to inquire into Employee's ability to perform job-related functions shall be deemed to constitute conclusive evidence of Company's right to terminate Employee in accordance with Section 6(a)(i) regardless of whether Employee actually has a disability.

(j) "Employee" has the meaning ascribed to it in the first paragraph of this document.

(k) "Company" refers to Company and its successors and assigns.

(l) "Employment Date" has the meaning ascribed to it in Section 3.

(m) "Price" has the meaning ascribed to it in Section 4(c).

(n) "Inventions" has the meaning ascribed to it in Section 7(a).

EXECUTED as of the date and year first above written.

AZZ incorporated

By:  /s/ DAVID H. DINGUS
   ____________________________________________
     David H. Dingus
     President and CEO

EMPLOYEE

By:  /s/ DANA L. PERRY
   ____________________________________________
     Dana L. Perry

AZZ Incorporated 2002 Management Incentive Bonus Plan

ARTICLE I
THE PLAN

ARTICLE II
ADMINISTRATION

Exhibit A to Employment Agreement

recommending annually to the Committee the criteria and the scale for calculation of the cash incentive bonus which other Plan participants shall be eligible to earn under the Plan.

ARTICLE III
INCENTIVE AWARDS, EFFECT OF TERMINATION
OF EMPLOYMENT AND TIME OF PAYMENT

(End of Plan)

AZZ incorporated Management Incentive Bonus Plan Participation

You are being offered participation in the Company's 2002 Management Incentive Bonus Plan. The terms of this offer are set forth below. A copy of the 2002 Management Incentive Bonus Plan is attached as Exhibit A to this participation form. Your participation in the Plan will be controlled and governed by the terms of the Plan, so please read it carefully and if you wish to accept participation in the Plan, sign and return the enclosed copy of this participation form to the Company's President and Chief Executive Officer, David H. Dingus.

4. Schedule or formula by which the amount of the incentive bonus will be calculated:

Your incentive bonus for 2002 fiscal year will be based on the Company's targeted diluted earnings per share of $1.87 per share. Your bonus will be calculated based on the following schedule:

30% of base salary at target EPS 35% of base salary at 110% of target EPS 40% of base salary at 120% of target EPS or more 20% of base salary at 90% of target EPS 10% of base salary at 80% of target EPS 1% of base salary at 71% of target EPS 0% of base salary at 70% of target EPS

The percent of target diluted EPS earned will be rounded to the nearest whole percent. The percent of base salary earned will be prorated to reflect the same relative position to the benchmarks above and below it as shown in the table that the percent of target diluted EPS achieved bears to the benchmark percentages just above and below it as shown in the table. The percentage of base salary so determined shall be rounded to the nearest one-tenth of one percent. Solely by way of example, if the targeted diluted earnings per share were $1.00 and the actual diluted earnings per share were $1.17 and your base salary were $196,000.00, the incentive bonus would be calculated as follows:

Step One:      Percent of target accomplished: $1.17 = 117% of target (use
               nearest whole percent)

Step Two:      117% is related 110%-120% as 38.5% (use nearest one-tenth of
               one percent) is related to 35%-40%

Step Three:    38.50% of $196,000 = $75,460.00

Step Four:     Incentive bonus is $75,460.00



                                    /s/ DAVID H. DINGUS
                                   ----------------------------------------
                                   Authorized Officer

Accepted: I accept participation in the AZZ incorporated 2002 Management Incentive Bonus Plan, acknowledge receipt of a copy of the Plan and agree that my participation will be governed by the terms of the Plan.

 /s/ DANA L. PERRY
----------------------------------------
Plan Participant

EXHIBIT 10(16)

This Amendment No. One to Employment Agreement ("Amendment No. One") is entered into as of the 27th day of March, 2002, between AZZ incorporated, a Texas corporation, (the "Company") and Dana L. Perry, Vice President and Chief Financial Officer of the Company ("Employee").

WHEREAS, the Company and Employee entered into an Employment Agreement (the "Employment Agreement") effective March 1, 2001; and

WHEREAS, the Company and the Employee entered into a Change in Control Agreement (the "Change in Control Agreement) effective on or about December 18, 2001; and

WHEREAS, the Company and the Employee desire to amend the Employment Agreement in order to eliminate payments to the Employee under both the Employment Agreement and the Change in Control Agreement in the event of a change in control of the Company;

NOW, THEREFORE, in consideration of the premises and the mutual agreements between the Company and the Employee regarding his future employment with the Company, it is agreed as follows:

1. The following sentence shall be added to Section 6(c) of the Employment Agreement. "This Employment Agreement shall terminate upon the occurrence of a change in control as defined in the Change in Control Agreement, and Employee shall not be entitled to the severance pay provided by Section 6(b)(i) or
Section 6(b)(ii) of this Employment Agreement."

2. Except as amended by this Amendment No. One, all of the terms and provisions of the Employment Agreement are ratified, confirmed and approved.

EXECUTED this the 13 day of May, 2002.

AZZ incorporated

By  /s/ DAVID H. DINGUS
    ----------------------------------------
    David H. Dingus, Its President and
    Chief Executive Officer


    /s/ DANA L. PERRY
    ----------------------------------------
Dana L. Perry

EXHIBIT 10(17)

AZZ incorporated
1300 South University Drive, Suite 200
Fort Worth, Texas 76107

[CLASS A]

December 18, 2001

Dear _______________:

AZZ incorporated (the "Company") considers it essential to the best interest of its shareholders to foster the continued employment of key personnel such as yourself (sometimes referred to below as the "Executive") in the event of a change in control of the Company, whether it be on a friendly or an unfriendly basis. The Company's Board of Directors (the "Board") recognizes that the uncertainty which would result from a change in control could cause key management personnel to terminate their employment at a time that their continued employment is especially critical to the Company and its shareholders.

In order to encourage its key management personnel to remain with the Company through a change in control and its aftermath, and in order to encourage their continued attention and dedication and to avoid the distraction that would exist in the absence of financial security, the Company is proposing that it enter into this letter agreement (the "Agreement") with you under which you will receive certain benefits in the event your employment by the Company is terminated within a specified period subsequent to a change in control of the Company (as defined in Section 4(a) below).

1. Term of Agreement. This Agreement shall commence on the date hereof and shall continue in effect through March 1, 2002, provided, however, that commencing on March 1, 2002 and each March 1 thereafter, the term of this Agreement shall automatically be extended for one additional year unless, not later than by November 30 of the preceding year, the Company shall have given notice that it does not wish to extend this Agreement and provided, further, that notwithstanding any such notice (the "Notice") by the Company not to extend, if a Change in Control of the Company (each as hereinafter defined) shall have occurred during the original or extended term of this Agreement, this Agreement shall continue in effect until the latter of (i) the end of the original or extended term; (ii) one year beyond the date on which the Change in Control occurred; or (iii) until all payments, if any, required to be made by the Company or otherwise to you under this Agreement shall have been paid in full.

December 18, 2001

2. Definitions. As used in this Agreement, the following terms shall have the following meanings:

(A) The assignment of duties to you inconsistent with your present status as ____________________ of the Company (or such other title or titles as you may be holding immediately prior to the Change in Control of the Company) or a substantial adverse alteration in the nature or status of your responsibilities from those in effect immediately prior to the Change in Control of the Company;

(B) A reduction by the Company in your annual base salary in effect on the date of the Change in Control of the Company;

(C) The relocation of the Company*s principal executive offices to a location outside of Tarrant County, Texas (or, if different, the metropolitan area in which such offices are located immediately prior to the change in control of the Company) or the Company*s requiring

December 18, 2001

you to be based anywhere other than a site less than thirty (30) miles from the site where you are now principally based except for (i) required travel on Company business to an extent substantially consistent with your present business travel obligations and (ii) proposed relocations of which you have already been informed in writing on or prior to the date of this Agreement or to which you may hereafter consent;

(D) The failure by the Company, without your consent, to pay to you any portion of your current compensation, after the same shall have become due and payable and within seven (7) days after receipt by the Company of written notice from you specifying that such compensation is due and has not been paid;

(E) The failure by the Company to continue in effect any compensation plan in which you participate immediately prior to the Change in Control of the Company which is material to your total compensation, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue your participation therein on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of your participation relative to other participants, as existed at the time of the Change in Control of the Company;

(F) The failure of the Company to continue to provide you with benefits substantially similar to those enjoyed by you under the AZZ incorporated Employee Benefit Plan & Trust or under any of the Company*s other deferred compensation plans, life insurance, medical, health and accident, or disability plans in which you were participating at the time of the Change in Control of the Company, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive you of any material fringe benefit enjoyed by you at the time of the Change in Control of the Company, or the failure by the Company to provide you with the number of paid vacation days to which you are entitled on the basis of any employment contract with you or years of service with the Company in accordance with the Company*s normal vacation policy for officers in effect at the time of the Change in Control of the Company;

December 18, 2001

(G) The failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 4 hereof; or

(H) Any purported termination of your employment by the Company except because of total disability, death or for Cause.

3. Potential Change in Control. For purposes of this Agreement, a "Potential Change in Control of the Company" shall be deemed to have occurred if
(a) the Company enters into an agreement, consummation of which would result in the occurrence of a Change in Control of the Company; (b) any person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control of the Company; (c) any person, other than an Employee Plan, who is or becomes the beneficial owner, directly or indirectly, of 10% or more of the Common Stock then outstanding, increases his beneficial ownership of such securities by 5% or more of the Common Stock then outstanding; or (d) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control of the Company has occurred. You agree that, subject to the terms and conditions of this Agreement, in the event of a Potential Change in Control of the Company, you will remain in the employment of the Company until the earliest of (i) a date which is nine (9) months after the occurrence of such Potential Change in Control of the Company, (ii) the termination by you of your employment with the Company by reason of death or Disability as defined in Subsection 2(b) or (iii) the occurrence of a Change in Control of the Company.

4. Change in Control. No benefit shall be payable hereunder unless there shall have been a change in control of the Company. For the purpose of this Agreement, the term "Change in Control" of the Company shall mean a change in control of a nature that would be required to be reported in response to Item 5(f) of Schedule 14A of Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act") provided, however, a change in control shall be deemed to have occurred if: (A) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a trustee or fiduciary holding securities under an employee benefit plan of the Company, is or becomes the "beneficial owner" (as defined in Rule 13(d)-3 under the Exchange Act), directly or indirectly of securities of the Company representing 35% or more of the combined voting power of the Company's then outstanding voting securities; (B) there is a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 75% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation;

December 18, 2001

or (C) the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets.

5. Compensation Upon Termination. Following a Change in Control of the Company, as defined by Subsection 4(a), upon termination of your employment you shall be entitled to the following benefits:

(a) If your employment shall be terminated within one year by the Company for Cause or by you other than for Good Reason, the Company shall pay you your full base salary through the date of termination, plus all other amounts to which you are entitled under any compensation or benefit plan of the Company at the time such payments are due, and the Company shall have no further obligations to you under this Agreement.

(b) If your employment by the Company shall be terminated before one year following a Change in Control (i) by the Company other than for Cause or Disability or (ii) by you for Good Reason, then you shall be entitled to the benefits provided below:

(A) the Company shall pay you within 15 days after the date of termination your full base salary through the date of termination at the rate in effect at the time of your termination of employment, plus any other amounts to which you are entitled under any compensation plan of the Company, at the time such payments are due;

(B) in lieu of any further salary payments to you for periods subsequent to the date of termination, the Company shall pay as severance pay to you within 15 days after the date of termination
(i) a lump sum cash severance payment (the "Severance Payment") in an amount equal to one times your "base amount" (within the meaning of section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code")) and (ii) all options held by you for the purchase of Company shares shall fully vest and become immediately exercisable;

(C) The Company shall also reimburse to you all legal fees and expenses incurred by you in seeking to obtain or enforce any right or benefit provided by Section 5(b);

December 18, 2001

(D) You shall not be required to mitigate the amount of any payment provided for in Section 5(b) by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 3 be reduced by any compensation earned by you as a result of employment after the Service Term by another employer or otherwise or by retirement benefits earned or paid.

6. Successors. The Company will require any successor (either direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and perform this Agreement. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle you to compensation from the Company in the same amount and on the same terms as you would be entitled hereunder following a Change in Control of the Company (except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed to be the date on which you become entitled to such compensation from the Company). As used in this Agreement, Company shall mean the Company as hereinbefore defined and any successor to its business or assets.

7. Binding Agreement. This Agreement shall inure to the benefit of and be enforceable by your heirs, personal representatives and assigns. If you should die while any amount would still be payable to you hereunder if you had continued to live, unless otherwise provided herein, such amount shall be paid in accordance with the terms of this Agreement to your heirs, personal representatives or assigns.

8. Notice. Notices and other communications pursuant to this Agreement shall be deemed to have been given if in writing (i) delivered personally or by documented courier or delivery service; or (ii) mailed by registered or certified mail (return receipt requested and postage prepaid) to the following listed persons at the addresses specified below, or to such other persons or addresses as the party entitled to notice shall give, in the manner hereinabove described, to the others entitled to notice:

If to the Executive:

If to AZZ incorporated:

December 18, 2001

AZZ incorporated
1300 South University Drive, Suite 200
Fort Worth, Texas 76107
Attn: President and CEO

With a copy to:

Shannon, Gracey, Ratliff & Miller, L.L.P.
3800 Carter Burgess Tower
777 Main Street
Fort Worth, Texas 76102
Attn: Sam Rosen

9. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by you and such officer as may be authorized to act on the Company's behalf. No waiver by either party hereto at any time of any breach by the other party hereto of, or non-compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or other, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Texas. All references to sections of the Exchange Act or to the Internal Revenue Code of 1986, as amended, shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law.

10. Validity. The validity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

11. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

12. Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled, at the Company's expense, exclusively by arbitration in Tarrant County, Texas in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction; provided, however, that the Executive shall be entitled to seek specific performance of his right to be paid compensation, other than the Severance Payment, for

December 18, 2001

service performed to the end of his employment by the Company during the pendency of any dispute or controversy arising under or in connection with this Agreement.

If this letter sets forth our agreement on the subject matter hereof, kindly sign and return to the Company the enclosed copy of this letter which will then constitute our agreement on this subject.

Sincerely,

AZZ incorporated

By:_____________________________________ David H. Dingus, President and CEO

Agreed to this _____ day of __________, 2002:

EXECUTIVE:

EXHIBIT 10(18)

AZZ incorporated
1300 South University Drive, Suite 200
Fort Worth, Texas 76107

[CLASS B]

December 18, 2001

Dear _______________:

AZZ incorporated (the "Company") considers it essential to the best interest of its shareholders to foster the continued employment of key personnel such as yourself (sometimes referred to below as the "Executive") in the event of a change in control of the Company, whether it be on a friendly or an unfriendly basis. The Company's Board of Directors (the "Board") recognizes that the uncertainty which would result from a change in control could cause key management personnel to terminate their employment at a time that their continued employment is especially critical to the Company and its shareholders.

In order to encourage its key management personnel to remain with the Company through a change in control and its aftermath, and in order to encourage their continued attention and dedication and to avoid the distraction that would exist in the absence of financial security, the Company is proposing that it enter into this letter agreement (the "Agreement") with you under which you will receive certain benefits in the event your employment by the Company is terminated within a specified period subsequent to a change in control of the Company (as defined in Section 4(a) below).

1. Term of Agreement. This Agreement shall commence on the date hereof and shall continue in effect through March 1, 2002, provided, however, that commencing on March 1, 2002 and each March 1 thereafter, the term of this Agreement shall automatically be extended for one additional year unless, not later than by November 30 of the preceding year, the Company shall have given notice that it does not wish to extend this Agreement and provided, further, that notwithstanding any such notice (the "Notice") by the Company not to extend, if a Change in Control of the Company (each as hereinafter defined) shall have occurred during the original or extended term of this Agreement, this Agreement shall continue in effect until the latter of (i) the end of the original or extended term; (ii) two years beyond the date on which the Change in Control occurred; or (iii) until all payments, if any, required to be made by the Company or otherwise to you under this Agreement shall have been paid in full.

December 18, 2001

2. Definitions. As used in this Agreement, the following terms shall have the following meanings:

(A) The assignment of duties to you inconsistent with your present status as ____________________ of the Company (or such other title or titles as you may be holding immediately prior to the Change in Control of the Company) or a substantial adverse alteration in the nature or status of your responsibilities from those in effect immediately prior to the Change in Control of the Company;

(B) A reduction by the Company in your annual base salary in effect on the date of the Change in Control of the Company;

(C) The relocation of the Company's principal executive offices to a location outside of Tarrant County, Texas (or, if different, the metropolitan area in which such offices are located immediately prior to the change in control of the Company) or the Company's requiring

December 18, 2001

you to be based anywhere other than a site less than thirty (30) miles from the site where you are now principally based except for (i) required travel on Company business to an extent substantially consistent with your present business travel obligations and (ii) proposed relocations of which you have already been informed in writing on or prior to the date of this Agreement or to which you may hereafter consent;

(D) The failure by the Company, without your consent, to pay to you any portion of your current compensation, after the same shall have become due and payable and within seven (7) days after receipt by the Company of written notice from you specifying that such compensation is due and has not been paid;

(E) The failure by the Company to continue in effect any compensation plan in which you participate immediately prior to the Change in Control of the Company which is material to your total compensation, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue your participation therein on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of your participation relative to other participants, as existed at the time of the Change in Control of the Company;

(F) The failure of the Company to continue to provide you with benefits substantially similar to those enjoyed by you under the AZZ incorporated Employee Benefit Plan & Trust or under any of the Company's other deferred compensation plans, life insurance, medical, health and accident, or disability plans in which you were participating at the time of the Change in Control of the Company, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive you of any material fringe benefit enjoyed by you at the time of the Change in Control of the Company, or the failure by the Company to provide you with the number of paid vacation days to which you are entitled on the basis of any employment contract with you or years of service with the Company in accordance with the Company's normal vacation policy for officers in effect at the time of the Change in Control of the Company;

December 18, 2001

(G) The failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 4 hereof; or

(H) Any purported termination of your employment by the Company except because of total disability, death or for Cause.

3. Potential Change in Control. For purposes of this Agreement, a "Potential Change in Control of the Company" shall be deemed to have occurred if
(a) the Company enters into an agreement, consummation of which would result in the occurrence of a Change in Control of the Company; (b) any person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control of the Company; (c) any person, other than an Employee Plan, who is or becomes the beneficial owner, directly or indirectly, of 10% or more of the Common Stock then outstanding, increases his beneficial ownership of such securities by 5% or more of the Common Stock then outstanding; or (d) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control of the Company has occurred. You agree that, subject to the terms and conditions of this Agreement, in the event of a Potential Change in Control of the Company, you will remain in the employment of the Company until the earliest of (i) a date which is nine (9) months after the occurrence of such Potential Change in Control of the Company, (ii) the termination by you of your employment with the Company by reason of death or Disability as defined in Subsection 2(b) or (iii) the occurrence of a Change in Control of the Company.

4. Change in Control. No benefit shall be payable hereunder unless there shall have been a change in control of the Company. For the purpose of this Agreement, the term "Change in Control" of the Company shall mean a change in control of a nature that would be required to be reported in response to Item 5(f) of Schedule 14A of Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act") provided, however, a change in control shall be deemed to have occurred if: (A) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a trustee or fiduciary holding securities under an employee benefit plan of the Company, is or becomes the "beneficial owner" (as defined in Rule 13(d)-3 under the Exchange Act), directly or indirectly of securities of the Company representing 35% or more of the combined voting power of the Company's then outstanding voting securities; (B) there is a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 75% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation;

December 18, 2001

or (C) the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets.

5. Compensation Upon Termination. Following a Change in Control of the Company, as defined by Subsection 4(a), upon termination of your employment you shall be entitled to the following benefits:

(a) If your employment shall be terminated within two years by the Company for Cause or by you other than for Good Reason, the Company shall pay you your full base salary through the date of termination, plus all other amounts to which you are entitled under any compensation or benefit plan of the Company at the time such payments are due, and the Company shall have no further obligations to you under this Agreement.

(b) If your employment by the Company shall be terminated before two years following a Change in Control (i) by the Company other than for Cause or Disability or (ii) by you for Good Reason, then you shall be entitled to the benefits provided below:

(A) the Company shall pay you within 15 days after the date of termination your full base salary through the date of termination at the rate in effect at the time of your termination of employment, plus any other amounts to which you are entitled under any compensation plan of the Company, at the time such payments are due;

(B) in lieu of any further salary payments to you for periods subsequent to the date of termination, the Company shall pay as severance pay to you within 15 days after the date of termination
(i) a lump sum cash severance payment (the "Severance Payment") in an amount equal to two times your "base amount" (within the meaning of section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code")) and (ii) all options held by you for the purchase of Company shares shall fully vest and become immediately exercisable;

(C) The Company shall also reimburse to you all legal fees and expenses incurred by you in seeking to obtain or enforce any right or benefit provided by Section 5(b);

December 18, 2001

(D) You shall not be required to mitigate the amount of any payment provided for in Section 5(b) by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 3 be reduced by any compensation earned by you as a result of employment after the Service Term by another employer or otherwise or by retirement benefits earned or paid.

6. Successors. The Company will require any successor (either direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and perform this Agreement. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle you to compensation from the Company in the same amount and on the same terms as you would be entitled hereunder following a Change in Control of the Company (except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed to be the date on which you become entitled to such compensation from the Company). As used in this Agreement, Company shall mean the Company as hereinbefore defined and any successor to its business or assets.

7. Binding Agreement. This Agreement shall inure to the benefit of and be enforceable by your heirs, personal representatives and assigns. If you should die while any amount would still be payable to you hereunder if you had continued to live, unless otherwise provided herein, such amount shall be paid in accordance with the terms of this Agreement to your heirs, personal representatives or assigns.

8. Notice. Notices and other communications pursuant to this Agreement shall be deemed to have been given if in writing (i) delivered personally or by documented courier or delivery service; or (ii) mailed by registered or certified mail (return receipt requested and postage prepaid) to the following listed persons at the addresses specified below, or to such other persons or addresses as the party entitled to notice shall give, in the manner hereinabove described, to the others entitled to notice:

If to the Executive:

If to AZZ incorporated:

December 18, 2001

AZZ incorporated
1300 South University Drive, Suite 200
Fort Worth, Texads 76107
Attn: President and CEO

With a copy to:

Shannon, Gracey, Ratliff & Miller, L.L.P.
3800 Carter Burgess Tower
777 Main Street
Fort Worth, Texas 76102
Attn: Sam Rosen

9. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by you and such officer as may be authorized to act on the Company's behalf. No waiver by either party hereto at any time of any breach by the other party hereto of, or non-compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or other, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Texas. All references to sections of the Exchange Act or to the Internal Revenue Code of 1986, as amended, shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law.

10. Validity. The validity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

11. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

12. Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled, at the Company's expense, exclusively by arbitration in Tarrant County, Texas in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction; provided, however, that the Executive shall be entitled to seek specific performance of his right to be paid compensation, other than the Severance Payment, for

December 18, 2001

service performed to the end of his employment by the Company during the pendency of any dispute or controversy arising under or in connection with this Agreement.

If this letter sets forth our agreement on the subject matter hereof, kindly sign and return to the Company the enclosed copy of this letter which will then constitute our agreement on this subject.

Sincerely,

AZZ incorporated

By: ______________________________________ David H. Dingus, President and CEO

Agreed to this _____ day of _____________, 2002:

EXECUTIVE:

EXHIBIT 10(19)

AZZ incorporated
1300 South University Drive, Suite 200
Fort Worth, Texas 76107

December 18, 2001
[CLASS C]

Mr. David H. Dingus
1113 Somerset Blvd.
Colleyville, Texas 76034

Dear Mr. Dingus:

AZZ incorporated (the "Company") considers it essential to the best interest of its shareholders to foster the continued employment of key personnel such as yourself (sometimes referred to below as the "Executive") in the event of a change in control of the Company, whether it be on a friendly or an unfriendly basis. The Company's Board of Directors (the "Board") recognizes that the uncertainty which would result from a change in control could cause key management personnel to terminate their employment at a time that their continued employment is especially critical to the Company and its shareholders.

In order to encourage its key management personnel to remain with the Company through a change in control and its aftermath, and in order to encourage their continued attention and dedication and to avoid the distraction that would exist in the absence of financial security, the Company is proposing that it enter into this letter agreement (the "Agreement") with you under which you will receive certain benefits in the event of a change in control, provided you continue in the employment of the Company for the period set forth below

1. Term of Agreement. This Agreement shall commence on the date hereof and shall continue in effect through March 1, 2002, provided, however, that commencing on March 1, 2002 and each March 1 thereafter, the term of this Agreement shall automatically be extended for one additional year unless, not later than by November 30 of the preceding year, the Company shall have given notice that it does not wish to extend this Agreement and provided, further, that notwithstanding any such notice (the "Notice") by the Company not to extend, if a Potential Change in Control or a Change in Control of the Company (each as hereinafter defined) shall have occurred during the original or extended term of this Agreement, this Agreement shall continue in effect until the latter of (i) the end of the original or extended term; (ii) nine months beyond the date on which the Potential Change in Control occurred; (iii) twelve months beyond the date on which the Change in Control occurred; (iv) if a Change in Control occurs during the term as extended by (ii) above, twelve months beyond the date on which that Change in Control occurs; or (v) until all payments, if any, required to be made by the Company or otherwise to you under this Agreement shall have been paid in full.

Mr. David H. Dingus
December 18, 2001

2. Definitions. As used in this Agreement, the following terms shall have the following meanings:

(A) The assignment of duties to you inconsistent with your present status as President and Chief Executive Officer of the Company (or such other title or titles as you may be holding immediately prior to the Change in Control of the Company) or a substantial adverse alteration in the nature or status of your responsibilities from those in effect immediately prior to the Change in Control of the Company;

(B) A reduction by the Company in your annual base salary in effect on the date of the Change in Control of the Company;

(C) The relocation of the Company's principal executive offices to a location outside of Tarrant County, Texas (or, if different, the metropolitan area in which such offices are located immediately prior to the change in control of the Company) or the Company's requiring you to be based anywhere other than a site less than thirty (30) miles

Mr. David H. Dingus
December 18, 2001

from the site where you are now principally based except for (i) required travel on Company business to an extent substantially consistent with your present business travel obligations and (ii) proposed relocations of which you have already been informed in writing on or prior to the date of this Agreement or to which you may hereafter consent;

(D) The failure by the Company, without your consent, to pay to you any portion of your current compensation, after the same shall have become due and payable and within seven (7) days after receipt by the Company of written notice from you specifying that such compensation is due and has not been paid;

(E) The failure by the Company to continue in effect any compensation plan in which you participate immediately prior to the Change in Control of the Company which is material to your total compensation, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue your participation therein on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of your participation relative to other participants, as existed at the time of the Change in Control of the Company;

(F) The failure of the Company to continue to provide you with benefits substantially similar to those enjoyed by you under the AZZ incorporated Employee Benefit Plan & Trust or under any of the Company's other deferred compensation plans, life insurance, medical, health and accident, or disability plans in which you were participating at the time of the Change in Control of the Company, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive you of any material fringe benefit enjoyed by you at the time of the Change in Control of the Company, or the failure by the Company to provide you with the number of paid vacation days to which you are entitled on the basis of any employment contract with you or years of service with the Company in accordance with the Company's normal vacation policy for officers in effect at the time of the Change in Control of the Company;

(G) The failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 4 hereof; or

Mr. David H. Dingus
December 18, 2001

(H) Any purported termination of your employment by the Company except because of total disability, death or for Cause.

3. Potential Change in Control and Employment Continuation Agreement. For purposes of this Agreement, a "Potential Change in Control of the Company" shall be deemed to be in effect during the period during which (a) the Company has in effect an agreement, consummation of which would result in the occurrence of a Change in Control of the Company; (b) any person (including the Company) publicly announces and is pursuing an intention to take or to consider taking actions which if consummated would constitute a Change in Control of the Company (but only for a period of nine months following such an announcement);
(c) any person, other than an Employee Plan, who is or becomes the beneficial owner, directly or indirectly, of 10% or more of the Common Stock then outstanding, increases his beneficial ownership of such securities by 5% or more of the Common Stock then outstanding (but only for a period of nine months following such increase); or (d) the Board has in effect a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control of the Company has occurred. You agree that, subject to the terms and conditions of this Agreement, in the event of a Potential Change in Control of the Company, you will remain in the employment of the Company until the earliest of (i) a date which is nine (9) months after the occurrence of such Potential Change in Control of the Company, (ii) the termination by you of your employment with the Company by reason of death or Disability as defined in Subsection 2(b) or (iii) the occurrence of a Change in Control of the Company in which case your obligation to the Company shall be as set forth in paragraph 4 below.

4. Change in Control and Employment Continuation Agreement.

(a) No benefit shall be payable hereunder unless there shall have been a change in control of the Company. For the purpose of this Agreement, the term "Change in Control" of the Company shall mean a change in control of a nature that would be required to be reported in response to Item 5(f) of Schedule 14A of Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act") provided, however, a change in control shall be deemed to have occurred if: (A) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a trustee or fiduciary holding securities under an employee benefit plan of the Company, is or becomes the "beneficial owner" (as defined in Rule 13(d)-3 under the Exchange Act), directly or indirectly of securities of the Company representing 35% or more of the combined voting power of the Company's then outstanding voting securities; (B) there is a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the

Mr. David H. Dingus
December 18, 2001

surviving entity) at least 75% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (C) the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets.

(b) You agree, subject to the terms and conditions contained in this agreement, that in the event of a Change in Control of the Company, you will remain in the employ of the Company for a period of one year from the occurrence of such Change in Control of the Company or, if shorter, until the termination of your employment by reason of (i) your total disability, (ii) death, (iii) termination by the Company for any reason other than for Cause, or (iv) voluntary termination by you for Good Reason. The period from a Change in Control to the earlier of one of the events described in the immediately preceding sentence is hereafter referred to as the "Service Term."

5. Compensation Following Change in Control. Subject to the terms and conditions of this Agreement, during the period a Potential Change in Control is in effect and following a Change in Control of the Company you shall be entitled to the following benefits:

(a) If you continue your service as an employee of the Company through the Service Term (i) the Company shall pay you, within 15 days after the expiration of the Service Term, a lump sum cash payment (the "Retention Bonus") in an amount equal to 2.99 times your "base amount" as that term is used in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and (ii) all options held by you for the purchase of Company shares shall fully vest and become immediately exercisable whether or not you continue in the employ of the Company after the expiration of the Service Term.

(b) If your employment shall be terminated during a period in which a Potential Change in Control is in effect or before one year following a Change in Control as a result of (i) your death, (ii) total disability, (iii) termination by the Company for any reason, other than for Cause, or (iv) voluntarily by you for Good Reason, the Company shall, in addition to the payment provided for in Section 5(a) pay you your full base salary through the date of termination of your employment at the rate in effect at the time of your termination of employment, plus any other amounts to which you are entitled under any compensation agreement which you might have with the Company, at the time such payments are due and all options held by you for the purchase of Company shares shall fully vest and

Mr. David H. Dingus
December 18, 2001

become immediately exercisable. The payment provided for in Section 5(a) shall be due within 15 days after the date of your termination.

(c) If your employment shall be terminated before one year following a Change in Control (i) by you for any reason whatsoever other than as a result of your death, total disability or for Good Reason or (ii) by the Company for Cause, the Company shall pay you your full base salary through the date of termination of your employment at the rate in effect at the time of your termination of employment, plus any amounts to which you are entitled under any compensation plan of the Company, at the time such payments are due, but you shall not be entitled to the payment provided for in Section 5(a).

(d) The Company shall also reimburse to you all legal fees and expenses incurred by you in seeking to obtain or enforce any right or benefit provided by this Agreement.

(e) You shall not be required to mitigate the amount of any payment provided for in this Section 3 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 3 be reduced by any compensation earned by you as a result of employment after the Service Term by another employer or otherwise or by retirement benefits earned or paid.

6. Successors. The Company will require any successor (either direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and perform this Agreement. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle you to compensation from the Company in the same amount and on the same terms as you would be entitled hereunder following a Change in Control of the Company (except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed to be the date on which you become entitled to such compensation from the Company). As used in this Agreement, Company shall mean the Company as hereinbefore defined and any successor to its business or assets.

7. Binding Agreement. This Agreement shall inure to the benefit of and be enforceable by your heirs, personal representatives and assigns. If you should die while any amount would still be payable to you hereunder if you had continued to live, unless otherwise provided herein, such amount shall be paid in accordance with the terms of this Agreement to your heirs, personal representatives or assigns.

8. Notice. Notices and other communications pursuant to this Agreement shall be deemed to have been given if in writing (i) delivered personally or by documented

Mr. David H. Dingus
December 18, 2001

courier or delivery service; or (ii) mailed by registered or certified mail (return receipt requested and postage prepaid) to the following listed persons at the addresses specified below, or to such other persons or addresses as the party entitled to notice shall give, in the manner hereinabove described, to the others entitled to notice:

If to the Executive:

David H. Dingus
1113 Somerset Blvd.
Colleyville, Texas 76034

If to AZZ incorporated:

AZZ incorporated
1300 South University Drive, Suite 200
Fort Worth, Texas 76107
Attn: Chairman of the Board

With a copy to:

Shannon, Gracey, Ratliff & Miller, L.L.P.
3800 Carter Burgess Tower
777 Main Street
Fort Worth, Texas 76102
Attn: Sam Rosen

9. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by you and such officer as may be authorized to act on the Company's behalf. No waiver by either party hereto at any time of any breach by the other party hereto of, or non-compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or other, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Texas. All references to sections of the Exchange Act or to the Internal Revenue Code of 1986, as amended, shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law.

Mr. David H. Dingus
December 18, 2001

10. Validity. The validity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

11. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

12. Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled, at the Company's expense, exclusively by arbitration in Tarrant County, Texas in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction; provided, however, that the Executive shall be entitled to seek specific performance of his right to be paid up to the end of the Service Term during the pendency of any dispute or controversy arising under or in connection with this Agreement.

If this letter sets forth our agreement on the subject matter hereof, kindly sign and return to the Company the enclosed copy of this letter which will then constitute our agreement on this subject.

Sincerely,

AZZ incorporated

By:_____________________________________ L.C. Martin, Chairman of the Board

Agreed to this ____ day of _______________, 2002:

EXECUTIVE:

EXHIBIT 10(20)

The Company has adopted its 2003 Management Incentive Compensation Plan (the "Plan") to encourage its key managers to contribute their best efforts and management skills in an effort to help the Company achieve its budgeted financial goals for the current fiscal year. Each participant in the Plan is assigned one or more objective goals taken from the Company's budget for the current year. The Company's success in reaching these goals determines the size of the cash incentive bonus received by each participant. Approximately 17 key managers are participating in the Plan.

Each participant in the Plan has a target cash bonus of 15% to 30% of his best base pay for the fiscal year (the "Target Bonus"). That Target Bonus is earned if the participant's weighted average performance is approximately 90.9%, meaning that on the average the participant met 90.9% of the targets in his performance areas. Some portion of the Target Bonus is earned by a participant when his weighted average performance is at least 50%. If a participant's average performance score is between 50% and 84%, his bonus is equal to that percent of his Target Bonus. From 85% to 125% weighted average performance, the participant receives a percent of his Target Bonus which exceeds his weighted average performance since a "kicker" is applied, the magnitude of which kicker increases with improvement in weighted average performance. The maximum bonus attainable is 225% of the Target Bonus which results in a bonus equal to 33.75% to 67.5% of base pay (i.e. 225% of 15% to 30% of base pay).

The "kicker" which is applied when weighted average of performance is 50% to 125% is as follows:

  Weighted                                     Percent of
Performance               Kicker           Target Bonus Earned
-----------               ------           -------------------

 50% - 69%                 n/k*                  50% - 69%

 70% - 84%                 n/k*                  70% - 84%

 85% - 89%                   5%               89.25% - 93.45%

 90% - 94%                  10%                  99% - 103.4%

 95% - 99%                  20%                 114% - 118.8%

100% - 104%                 30%                 130% - 135.2%

105% - 109%                 40%                 147% - 152.6%

110% - 114%                 50%                 165% - 171%

115% - 119%                 60%                 184% - 190.4%

120% - 125%                 80%                 216% - 225%

*No kicker

EXHIBIT 10(21)

This Agreement is entered into as of March 27, 2002, between AZZ incorporated (the "Company") and L. C. Martin ("Employee").

WHEREAS, the parties to this Agreement entered into a Change in Control Agreement (the "Change in Control Agreement") on April 25, 1986, and entered into an amendment to that agreement on May 15, 1992 ("Amendment No. 1 to Change in Control Agreement"); and

WHEREAS, the parties desire to terminate the Change in Control Agreement, as amended;

NOW, THEREFORE, in consideration of the premises and agreements made by the Company with regard to the continued employment of Employee, it is agreed that the Change in Control Agreement, as amended, between the Company and Employee is terminated and shall no longer be of any force or effect as of March 27, 2002, the effective date of this Agreement.

EXECUTED this the 13 day of May, 2002.

AZZ incorporated

    /s/ DAVID H. DINGUS
By_______________________________________
    David H. Dingus, Its President and
    Chief Executive Officer

/s/ L. C. MARTIN
_________________________________________
L. C. Martin

EXHIBIT 10(22)

ENGAGEMENT AGREEMENT

February 7, 2000

Mr. David H. Dingus
President & COO
Aztec Manufacturing Co.
P.O. Box 688
400 North Tarrant
Crowley, TX 76036

1. This letter agreement will confirm the understanding between Aztec Manufacturing Co. and/or its affiliates and successors (the "Company" or "AZZ") and RCG Capital Markets Group, Inc. and/or its affiliates and successors ("RCG") with respect to the matters set forth herein. RCG will provide consulting and other services, as more particularly described herein and in the attachment hereto entitled Financial Relations Services Attachment (the "Financial Relations Services"), to the Company and will represent the Company during the engagement as exclusive Financial Relations Consultants with respect to the Financial Relations Services, on the terms and conditions set forth herein and in the attachments hereto, all of which are incorporated herein by reference and form a part hereof. The period during which RCG will perform the Financial Relations Services for the Company will commence on February 7, 2000 (the "Commencement Date") and, unless otherwise terminated as provided in this paragraph or in paragraph nine of this letter agreement, will terminate on the date which is Eighteen
(18) months following the commencement date (the "Termination Date"). The period beginning on the Commencement Date and ending on the Termination Date is hereafter referred to as the "Engagement Term". As more particularly described in paragraph 9 below, either party may terminate this agreement at any time after the initial Six (6) month anniversary of the Commencement Date upon thirty (30) days prior written notice to the other party. (the "Early Termination Date")

2. During the Engagement Term, the Company agrees to furnish or cause to be furnished to RCG all information concerning the Company as RCG reasonably requests and deems appropriate for purposes of providing the Financial Relations Services. The Company represents that all information, with respect to the Company, provided to RCG will be complete and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances under which such statements are made. Aztec understands that in rendering the Financial Relations Services required hereunder, RCG will be using and relying on publicly available information and the information furnished to RCG by Aztec without independent verification thereof. RCG will treat as confidential any non-public information provided to it hereunder and will not disclose the same to third parties at any time unless required by applicable law. In the event disclosure has been or will be made by RCG, RCG will use its reasonable best efforts to cooperate as requested by the Company in minimizing any potential loss or injury to the Company as a consequence of any such necessary disclosure. In addition, RCG will use its reasonable best efforts to comply with all applicable state and Federal securities laws in the performance of this agreement.

3. During the Engagement Term, RCG and its employees, consultants and contractors will be generally available to Aztec Manufacturing Co., in connection with its rendering of the Financial Relations Services. Specifically, RCG (a) will outline, develop and implement a financial relations program to assist the Company in creating and/or enhancing a positive and more visible public image, (b) may contact existing and future shareholders, broker/dealers, potential investors, registered representatives, institutions, mutual fund managers, investment banking sources, securities analysts, independent portfolio managers, and other professional investment community

February 7, 2000

contacts including certain financial media sources for the purpose of enhancing the Company's public image and perceived value, (c) will assist the Company in the creation, production and distribution of certain financial markets and investor/shareholder corporate image materials, including corporate profiles, due diligence materials and investor packages, as well as all financial press releases; (d) assist the Company in its endeavor to secure research analyst coverage through a targeted securities professionals campaign and (e) otherwise perform the services described in the Financial Relations Services Attachment.

4. During the Engagement Term, the Company will afford RCG the opportunity and reasonable time period to review and/or comment on any disclosure, prior to its release, which the Company plans to make to any of the sources described in paragraph (3) and which relates to the Financial Relations Services to be provided hereunder. In addition, RCG will be responsible for assisting the Company in writing and/or editing, producing, coordinating and disseminating all financial industry press releases. RCG agrees that it will not release or distribute any press release without the Company's prior consent.

5. In consideration of RCG's services hereunder, the Company agrees to pay RCG, promptly when due, the Compensation as described by and in strict accordance with the attachment hereto entitled Financial Relations Compensation Attachment. Should RCG and the Company determine to extend the Engagement Term or change the scope of the engagement, then a mutually acceptable amendment or supplement to that attachment shall be promptly executed by RCG and Company. Absent any such amendment, all terms and conditions of this letter agreement shall be binding to the parties.

6. RCG shall be entitled to such additional fees as may be mutually agreed upon by separate agreement between the parties hereto, for additional consulting services not anticipated in this agreement rendered during the engagement term.

7. As more particularly set forth in the Financial Relations Compensation Attachment, the Company agrees to pay all of RCG's direct and certain indirect out-of-pocket expenses reasonably incurred, in connection with this engagement. As set forth in the Financial Relations Compensation Attachment, an expense retainer shall be utilized for this purpose.

8. The Company and RCG agree to indemnify each other (the indemnifying party hereafter being referred to as the "Indemnitor", and the party entitled to indemnification hereafter being referred to as the "Indemnitee") as follows:
Indemnitor agrees to defend, indemnify and hold harmless Indemnitee, and its officers, directors, and employees against any and all losses, claims, demands, suits, actions, judgments, awards, damages, liabilities, costs, reasonable attorneys' fees, and expenses incurred in investigating, preparing or defending any such action or claim, directly or indirectly caused by, related to, or asserted by a third party, based upon or arising out of (a) the Indemnitor's breach of or the incorrectness of any of its representations, warranties, or covenants contained in this agreement; and/or (b) any Services rendered by RCG as defined in or contemplated by this agreement, as it may be amended from time to time (the "Agreement"). Notwithstanding the foregoing, the Indemnitor shall have no obligation to indemnify or hold the Indemnitee harmless with regard to Indemnitee's gross negligence, willful misconduct, or the material breach of or the incorrectness of any representation, warranty or covenant of Indemnitee contained in this Agreement.

9. Either party hereto may terminate this engagement as follows:

(a)Either party hereto may terminate this agreement at the conclusion of Initial Six (6) months from the execution date of the agreement by providing the other party a 30-day advance written notification of "Intent to Terminate Agreement". Not withstanding the above, the

Febrary 7, 2000

Company may also terminate this Agreement after the Initial Six (6) months at any time "without cause", upon providing RCG Thirty (30) days advance written notice. In the event of a termination by the Company, "without cause" after the initial Six (6) months, RCG shall be entitled to receive Fifty (50%) percent of the remaining engagement term period cash compensation to the extent it is unpaid, pro-rated from the notice date of termination, along with reimbursement of any non paid, out-of-pocket expenses up to the effective date of termination. Additionally, RCG will be entitled to receive all unexercised vested, and 1/12 of the remaining non-vested warrants or stock options granted hereunder for each month past the initial Six
(6) month period, up to and including the date of termination. Such payment is due and payable on the effective date of termination.

(b) WITH CAUSE: In addition, the Company may terminate this Agreement at any time upon written notice to RCG:

(i) If RCG fails to cure any material breach of any provision of this Agreement within Sixty (60) days from written notice from the Company
(unless such breach cannot be reasonably cured within the Sixty (60) days and RCG is actively pursuing to cure said breach).

(ii) For RCG's substantial negligence, willful misconduct, fraud, misappropriation, embezzlement, or other dishonesty;

(iii) Upon a final and conclusive judicial ruling of RCG's failure to have materially complied with applicable law or regulation relating to the Services it will perform;

(iv) Upon the filing by or against RCG of a petition to have RCG adjudged as bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy, and where any such involuntary petition is not dismissed within 90 days.

Upon termination under subparagraph (b) of this paragraph 9, the Company shall have no liability to RCG for Compensation accruing after such termination, and RCG shall have no further entitlement thereto. Upon such termination, RCG shall be entitled to receive and retain only accrued Compensation and vested Options to the date of such termination, to the extent it is unpaid, together with expenses not yet reimbursed.

(c) RCG may terminate this agreement at any time upon written notice to the Company.

(i) If the Company fails to cure any material breach of any provision of this Agreement with Sixty (60) days from written notice from the Company (unless such breach cannot be reasonably cured within the Sixty (60) days and the Company is actively pursuing to cure said breach);

(ii)For the Company's substantial negligence, willful misconduct, fraud or misrepresentation;

Such termination under 9(c)(i or ii) shall be deemed to be a termination by the Company "without cause" as provided in paragraph 9 (a) above.

(iii) Upon a final and conclusive judicial ruling of Company's failure to have materially complied with any applicable law or regulation relating to the Services being provided;

(iv) Upon the filing by or against the Company of a petition to have the Company adjudged as bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy, and where any such involuntary petition is not dismissed within 90 days.

February 7, 2000

(d) RENEWAL. The Company agrees to notify RCG in writing Thirty (30) days prior to the end of the Eighteen (18) month period of its intent to not renew. Should the Company fail to notify RCG, the contract will revert to a month-to-month agreement until specifically renewed in writing or terminated with the advance Thirty (30) day notice. Such renewal or month-to-month engagement shall be on the same terms and conditions contained herein, unless modified and agreed in writing by both parties.

10. RCG hereby fully discloses that certain associates, affiliates, officers and employees of RCG are:

(a) Licensed as Registered Securities Principals issued by the National Association of Securities Dealers ("NASD"); and/or

(b) Licensed as Registered Representatives issued by the NASD.

All NASD registrations are carried by SWS Financial Services, Inc., which is a non-RCG affiliated NASD-registered broker/dealer.

RCG further discloses and the Company specifically acknowledges that RCG is NOT a broker/dealer registered with the NASD or any other regulatory agency. Furthermore, in the performance of Services under the terms and conditions of this agreement, such services shall not be considered to be acting in any broker/dealer or underwriting capacity and therefore RCG is not receiving any compensation from the Company as such.

11. The Company understands and acknowledges that RCG provides other and similar consulting services to companies, which may or may not conduct business and activities similar to those of the Company. RCG is not required to devote its full time and attention to the performance of its duties detailed in this agreement, and may devote only so much of its time and attention as it deems reasonable or necessary.

12. As the services are being provided by an Arizona domiciled corporation, the validity and interpretation of this letter agreement shall be governed by the laws of the State of Arizona applicable to agreements made and to be fully performed therein.

14. For the convenience of the parties, any number of counterparts of this letter agreement may be executed by the parties hereto. Each such counterpart shall be deemed to be an original instrument, but all such counterparts taken together shall constitute one and the same letter agreement.

15. Miscellaneous:

February 7, 2000

If the foregoing correctly sets forth our agreement, please sign the enclosed copy of the letter in the space provided and return it to us, whereupon all parties will be bound to the terms of this engagement.

Confirmed and agreed to February 7, 2000

RCG Capital Markets Group, Inc.            Aztec Manufacturing Co.

        /s/ A. MAX RAMRAS                          /s/ DAVID H. DINGUS
By: _________________________________      By: _________________________________
        President                                  President
Title: ______________________________      Title: ______________________________

February 7, 2000
Page 6

FINANCIAL RELATIONS
SERVICES ATTACHMENT

As of February 7, 2000 and by the of execution of this agreement, RCG Capital Markets Group, Inc. and/or affiliates, (collectively "RCG") will serve as the exclusive Financial Relations Counsel for Aztec Manufacturing Co. ("AZZ" or "Company"). RCG anticipates the following services will be attempted and/or implemented within the scope of this engagement:

. Outline, define, establish and implement a well-coordinated "Financial Relations" campaign.

. Create, produce, enhance existing and distribute high-quality, due diligence and marketing materials, which specifically include, but are not limited to a "Corporate Profile" document and the Company's "Investor Package".

. Specifically develop, proactively execute and maintain a targeted securities professionals telecommunications and information campaign specifically directed toward retail brokers, institutional investors, third-party portfolio managers and small/mid-cap mutual funds, buy and sell side analysts and the financial media as circumstances dictate, including, but not limited to, preparation, clearing with the Company and dissemination of quarterly press releases and other news releases deemed appropriate by the Company. RCG will allocate and utilize its proprietary securities industry, small/mid cap company oriented, databases and fax-line communications programs. (This will include responding to all incoming investment community inquiries and fulfillment of information and data requests.)

. RCG will attempt to secure investment recommendations and on-going corporate research coverage from national or regional investment banking or research firms and/or an endorsement by an investment newsletter publication.

. When appropriate, plan, arrange and coordinate specific follow-on road-show presentations to strategically targeted primary metropolitan financial markets.

. RCG will be responsible for the origination and release of financial industry data and financial media information on behalf of Aztec Manufacturing Co. RCG will also be responsible for editing (or writing) all press releases and coordinating information disseminated to all media sources relating to the securities industry and capital markets.

. RCG will organize, monitor and follow-up all conference calls between the Company and RCG's targeted segment of the investment community, in conjunction with material press releases, through a teleconferencing service. (RCG will be responsible for faxing and/or emailing the invitations and will follow up with calls to the recipients in an effort to expand the conference call participation.)

. Plan, arrange and coordinate periodic registered representative, institutional and/or other securities professionals meetings, luncheons, dinners or special gatherings.

. Implement periodic direct mailings which may include the most recent statistical information reports, and any appropriate articles or press releases that have been released during the last reported quarter.

February 7, 2000

. Update all due diligence and marketing materials. RCG anticipates updating Company information on a regular basis as required when there are material changes or events that should be disseminated to the investment community.

. Implement an AZZ Internet Site on RCG's Internet Home Page, RCG Online. RCG Online will also create an Internet link to the Company's home page. The purpose of these inclusions will be to provide the investment community 24-hour access site to obtain up-to-date information about the Company. There will be an additional cost of $350 per month for this service

RCG intends to perform the services and accomplish the specified goals within the scope of this engagement. However, due to the nature and type of services being performed, RCG cannot guarantee, nor can it be assumed that certain specific results will be realized with reference to increased market valuation of AZZ securities.

FINANCIAL RELATIONS
COMPENSATION ATTACHMENT

In consideration of the Financial Relations Services to be rendered pursuant hereto Aztec Manufacturing Co. agrees to promptly pay RCG the following compensation (the "Compensation"):

RCG will obtain prior approval from the Company for all specific expense items and any single miscellaneous expense item in excess of $750. RCG acknowledges and understands that the Company will have specific amounts budgeted for these expenditures and will use it's best efforts to ensure those budget amounts are not exceeded.

25% - Upon confirmation of a 30% increase (10,400 shares) in the average daily trading volume of the Company's stock over any 10 consecutive trading day period. (Baseline will be 8,000 shares.)

15% - Upon confirmation of corporate research coverage from Two (2) buy- or sell-side analysts or an endorsement by an appropriate investment newsletter publication with a subscriber base in excess of 3,000. Such coverage shall be of the type and kind which is considered and anticipated to be on-going and continual by the

February 7, 2000

analyst initiating the recommendation. (Vesting to be prorated at 7.5% for each research or recommendation event).

20% - Upon confirmation of securing at least a 12.5 P/E ratio for a period of at least 45 consecutive calendar days.

10% - Upon confirmation of two (2) positive financial (non-trade oriented) media events, such as articles in newspapers or financial magazines of recognized standing such as the Barrons, Wall Street Journal, Fortune, Forbes, Business Week Magazine, Individual Investor magazine, Investors Business Daily or such as source as may be mutually agreed upon in the financial and investment community or television or radio media coverage on well recognized financial, investment or business programs. Such events shall be of the type and kind whereby the Company is the predominant focus of the media coverage. (Vesting to be prorated at 5% for each media event).

The shares underlying the non-forfeitable, non-cancelable warrant/option issued will be eligible for registration by demand registration rights via a form S-3 registration statement or by non-proratable piggy-back registration rights should the Company file an applicable registration. RCG agrees to pay 50% up to $5,000 in costs associated with such registration. Such payment by RCG is due upon the effective date of the registration statement. In the event that RCG provides a written request to exercise any portion or all of its option position the Company hereby agrees to immediately effectuate such exercise and to file such registration statement within 15 days of the request.

Furthermore, RCG agrees that during the initial Eighteen month contract period, it will not sell more than 33.33% of it's vested stock position during each six month period cumulative over the initial eighteen month engagement term. In the event the Company exercises it right to early termination as provided for in this agreement, this provision shall no longer be applicable. Additionally, RCG shall only be required one time, to pay 50% up to $5,000 in costs associated with demand registration rights described above, in order to comply with this provision. Any future costs associated with additional demand registration rights as provided for above, shall be borne by the Company.

In the event that AZZ is merged into or a controlling interest is acquired by any entity, which results in a material change in AZZ management, RCG will be immediately vested in all remaining options, including those, which to that point have not yet been vested.

EXHIBIT 10(23)

[LETTERHEAD OF RCG CAPITAL MARKETS GROUP, INC.]

July 12, 2000

Mr. David H. Dingus
President & COO
AZZ incorporated.
P.O. Box 668
400 North Tarrant
Crowley, TX 76036

In line with our recent discussion and verbal agreement, the original engagement agreement between Aztec Manufacturing Co. ("AZZ") and RCG Capital Markets Group, Inc., ("RCG") dated February 7, 2000 shall be amended to reflect the following changes:

Referencing paragraph (c) of the Financial Relations Compensation Attachment, the option exercise price shall be adjusted from $10.13 to $16.25 for those particular vesting elements and related percentages which occur by securing research and the second media events as described in that attachment. Notwithstanding the above, it is agreed that the option exercise price shall remain at the $10.13 upon securing the first media vesting event. Furthermore, the option exercise price for the vesting event which occurs upon obtaining a
12.5 P/E ratio, shall be adjusted to become the closing stock price of AZZ common stock on the 45/th/ consecutive calendar day when achievement has been obtained for that vesting element. All other option elements vested to date shall remain as per the terms and conditions of the original attachment.

In addition, by execution of this amendment, both parties acknowledge and agree that the July 7, 2000 termination letter tendered by AZZ is hereby withdrawn by the Company.

All other terms, provisions and conditions of the original engagement agreement shall remain in effect and shall continue to govern the on-going consulting relationship between RCG and AZZ.

Sincerely,

/s/ A. Max Ramras
A. Max Ramras
President and CEO

Accepted:

/s/ DANA PERRY

AZZ incorporated
Dated: 8-1-00

Financial Relations / Capital Markets Consultants

AZZ incorporated
STOCK OPTION AGREEMENT

WITH
RCG CAPITAL MARKETS GROUP, INC.

This Stock Option Agreement (the "Agreement") is entered into between AZZ incorporated, a Texas corporation (the "Company") and RCG Capital Markets Group, Inc. (the "Optionee") as of February 22, 2000, pursuant to part (c) of the Financial Relations Compensation Attachment to the Engagement Agreement between the Company and Optionee dated February 7, 2000 and the amendments of July 12, 2000 and October 6, 2000 to the Engagement Agreement. In consideration of the mutual promises and covenants made herein the parties hereby agree as follows:

                 Event                             No. of Shares        Exercise Price
                 -----                             -------------        --------------
(a)   Execution of this Agreement.                    21,000                 $10.13

(b)   Upon confirmation of a 30% increase, to         17,500                 $10.13
      10,400 shares in average daily trading
      volume, of the Company's stock over any 10
      consecutive trading day period, over a
      stipulated baseline of 8,000 shares.

(c)   Confirmation of corporate research              10,500                 $16.25
      coverage from two(2) buy or sell side
      analysts or an endorsement by an
      appropriate investment newsletter
      publication with a subscriber base in
      excess of 3,000, vesting of one-half of
      this portion of the Option (the right to
      purchase 5,250 Shares) to occur upon the
      first research or recommendation event,
      and vesting of the other one-half of

      this portion of the Option (the right to
      purchase 5,250 additional Shares) to
      occur upon the second research or
      recommendation event.

(d)   Confirmation of maintenance of at least           14,000         [closing price on
      a 12.5 P/E ratio for a period of at                              the NYSE on the last
      least 45 consecutive calendar days.                              trading day within
                                                                       the 45 consecutive
                                                                       calendar days]

(e)   Confirmation of two (2) positive                   3,500               $10.13
      financial (non-trade oriented) media        (1/st/ media event)
      events, such as articles in newspapers
      or financial magazines of recognized
      standings such as Barron's, Wall Street
      Journal, Fortune, Forbes, Business Week
      Magazine, Individual Investor Magazine,
      Investor's Business Daily or such other
      source as may be mutually agreed upon,
      in the financial and investment
      community or television or radio media             3,500               $16.25
      coverage on well recognized financial,      (2/nd/ media event)
      investment or business programs, vesting
      of the first one-half of this portion of
      the Option (the right to purchase 3,500
      Shares) to occur upon the first media
      event and vesting of the second one-half
      of this portion of the Option (the right
      to purchase 3,500 additional Shares) to
      occur upon the second media event.

of the Option reserve and keep available a sufficient number of shares of its Common Stock to satisfy the Company's obligation to transfer to shares to the Optionee upon exercise of the Option.

EXECUTED as of the day first above shown.

AZZ incorporated

By:  /s/ Dana L. Perry
    ----------------------------------------
     Dana L. Perry, Vice President and CFO

RCG CAPITAL MARKETS GROUP, INC.

By:  /s/ A. Max Ramras
    ----------------------------------------
     A. Max Ramras, President and CEO

Exhibit 10(24)

October 6, 2000

Mr. A. Max Ramras
President and CEO
RCG Capital Markets Group, Inc.
5635 E. Thomas Road
Phoenix, Arizona 85018

Re: Engagement Agreement between RCG Capital Markets Group, Inc. ("Optionee") and AZZ incorporated ("Company"), formerly Aztec Manufacturing Co., dated February 7, 2000 (the "Engagement Agreement") and Amendment No. 1 to the Engagement Agreement dated July 12, 2000

Dear Mr. Ramras:

This letter will serve as the second amendment to the captioned Engagement Agreement.

As previously agreed, the exercise price of $10.13, which is applicable to a portion of the Shares covered by the Option, was derived from the market price on February 22, 2000, the date of approval of the Engagement Agreement by the Board of Directors of AZZ incorporated. The Company and Optionee agreed to pricing on that date since the Option was not effective until that date and it was necessary to price the Option on the date it became effective.

This letter will confirm that options to purchase 17,500 Shares, which were contingent upon an increase in the average trading volume of AZZ stock, have vested with an exercise price of $10.13 per Share.

This will also confirm the agreement of Company and Optionee that the registration of the Shares underlying the Option may be on form S-8 and that RCG has requested that such a filing be made.

All terms in this letter which are capitalized shall have the definition for such terms contained in the Stock Option Agreement dated as of February 22, 2000 between the Company and Optionee.

Mr. A. Max Ramras
October 6, 2000

Please confirm the agreement of Optionee to the matters set forth in this letter.

Yours very truly,

/s/ Dana L. Perry

Dana L. Perry, Vice President and CFO

Accepted:

RCG CAPITAL MARKETS GROUP, INC.

By:    /s/ A. Max Ramras
    ---------------------------------------------
       A. Max Ramras, President and CEO

EXHIBIT 10(25)

[LETTERHEAD OF RCG CAPITAL MARKETS GROUP, INC.]

August 31, 2001

Mr. David H. Dingus
President & CEO
AZZ incorporated.
P.O. Box 668
400 North Tarrant
Crowley, TX 76036

Dear David,

In line with our discussion during your visit on August 9th, the original engagement agreement between AZZ incorporated ("AZZ") and RCG Capital Markets Group, Inc., ("RCG") dated February 7, 2000 and the amendment letter dated July 12, 2000 shall be amended to reflect the following changes:

Referencing paragraph (c) of the Financial Relations Compensation Attachment, the option exercise price shall be adjusted from $10.13 and $16.25 to $30 for all remaining 12,250 shares not vested to date. The prior vesting elements relative to the remaining non-vested shares shall no longer be applicable and such shares shall vest upon confirmation of AZZ common stock trading at a price of $30 per share for 45 consecutive calendar days. The prior option elements vested to date and as reference below shall remain as per the terms and conditions of the original attachment.

21,000 shares exercisable at $10.13 per share 17,500 shares exercisable at $10.13 per share 5,250 shares exercisable at $16.25 per share 14,000 shares exercisable at $25.00 per share

In addition, by execution of this amendment, both parties acknowledge and agree to renew the original agreement as amended under the same terms and conditions for an engagement term of eighteen months commencing on August 7, 2001.

All other terms, provisions and conditions of the original engagement agreement shall remain in effect and shall continue to govern the on-going consulting relationship between RCG and AZZ.

Sincerely,

/s/ A. Max Ramras

A. Max Ramras
President and CEO

Accepted:

/s/ DANA PERRY

AZZ incorporated
Dated: _____________

Financial Relations / Capital Markets Consultants