empstockpurchplan.htm


    
      

      

    

     

    Exhibit
4.2

     

     

    AZZ
INCORPORATED

    


    EMPLOYEE
STOCK PURCHASE PLAN

    


    


    The
following constitute the provisions of the Employee Stock Purchase Plan of AZZ
incorporated, a Texas corporation.

    


    1. Purpose.  The
purpose of the Plan is to provide employees of the Company and its Subsidiaries
with an opportunity to purchase Common Stock of the Company through accumulated
payroll deductions.  It is the intention of the Company to have the
Plan qualify as an “Employee Stock Purchase Plan” under Section 423 of the Code
(as defined herein).  The provisions of the Plan shall, accordingly,
be construed so as to extend and limit participation in a manner consistent with
the requirements of that section of the Code.

    


    2. Definitions.

    


    (a) “Board” shall mean the Board of
Directors of the Company.

    


    (b) “Code” shall mean the Internal
Revenue Code of 1986, as amended.

    


    (c) “Common Stock” shall mean the
common stock, $1.00 par value per share, of the Company.

    


    (d) “Company” shall mean AZZ
incorporated, a Texas corporation, or any successor which adopts this
Plan.

    


    (e) “Compensation” for the Offering
Period shall mean the regular earnings paid to the Employee by the Employer for
the applicable period used to compute federal taxable income for such period and
reported as such for purposes of the Employee’s Form W-2.

    


    (f) “Continuous Status as an Employee”
shall mean the absence of any interruption or termination of service as an
Employee.  Continuous Status as an Employee shall not be considered
interrupted in the case of a leave of absence that meets the requirements of
paragraph 10(b).

    


    (g) “Designated Subsidiary” shall mean
any Subsidiary of the Company designated by the Board in its sole discretion as
eligible to participate in the Plan and listed on Schedule 1 hereto,
provided that the Board, in its sole discretion, may determine at any time that
any such Subsidiary will no longer be eligible to participate in the Plan and
that such Subsidiary will accordingly be removed from Schedule 1
hereto.

    


    (h) “Employee” shall mean any person,
including an officer, who has been employed by the Employer for at least 90 days
prior to such person electing to participate in the Plan, in accordance with the
terms and conditions herein, and is customarily employed for at least twenty
(20) hours per week and whose wages are subject to withholding for purposes of
federal income taxes.

    


    (i) “Employer” shall mean the Company
and each of its Subsidiaries.

    


    (j) “Enrollment Date” shall mean the
first day of each Offering Period.

    


    (k) “Exercise Date” shall mean the last
day of the first payroll period ending in September and March of each year
within an Offering Period.

    


    (l) “Exercise Period” shall mean the
six (6) month period commencing one (1) day after one (1) Exercise Date and
ending with the next Exercise Date.

    


    (m) “NYSE” shall mean the New York
Stock Exchange.


    
      
        
          AZZ Form
S-8 (Employee Stock Purchase Plan) (2).DOC

        

         


      

      
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    (n) “Offering Period” shall mean the
period of twenty-four (24) months during which an option granted pursuant to the
Plan may be exercised, as described in paragraph 4.

    


    (o) “Participant” shall mean an
Employee who has been offered the opportunity to purchase Common Stock hereunder
and who has elected to participate herein by authorizing payroll
deductions.

    


    (p) “Payroll Deduction Account” shall
mean that separate account maintained hereunder to record the amount of a
Participant's Compensation that has been withheld hereunder.

    


    (q) “Plan” shall mean the AZZ
incorporated Employee Stock Purchase Plan.

    


    (r) “Subsidiary” shall mean a limited
partnership, limited liability company or corporation, domestic or foreign, of
which, at the time of the granting of the option pursuant to paragraph 7, either
not less than 50% of the total combined voting power of all classes of stock or
membership interests are held by the Company or a Subsidiary or, with respect to
limited partnerships, the Company is or controls the general partner of such
limited partnership, whether or not such limited partnership, limited liability
company or corporation now exists or is hereafter organized or acquired by the
Company or a Subsidiary.

    


    3. Eligibility.

    


    (a) General
Rule.  Any Employee, as defined in paragraph 2, who shall be
employed by an Employer on a given Enrollment Date and for at least ninety (90)
days prior to such Enrollment Date, shall be eligible to participate in the
Plan, subject to the requirements of paragraph 5(a) and the limitations imposed
by Section 423(b) of the Code.

    


    (b) Exceptions.  Any
provisions of the Plan to the contrary notwithstanding, no Employee shall be
granted an option to purchase Common Stock under the Plan if:

    


    (i) Immediately after the grant, such
Employee (or any other person whose stock would be attributed to such Employee
pursuant to Section 425(d) of the Code) would own stock (including for purposes
of this paragraph 3(b) any stock he or she holds outstanding options to
purchase) possessing five percent (5%) or more of the total combined voting
power or value of all classes of stock of the Company or of any Designated
Subsidiary computed in accordance with the Code Section 423(b)(3),
or

    


    (ii) Such option would permit such
Employee's right to purchase stock under all employee stock purchase plans
(described in Section 423 of the Code) of the Company and its Subsidiaries to
accrue at a rate which exceeds the maximum rate allowed by Section 423 of the
Code, which is currently Twenty-Five Thousand Dollars ($25,000) of the fair
market value of such stock (determined at the time such option is granted), for
each calendar year in which such option is outstanding at any time, in
accordance with the provisions of Code Section 423(b)(8).

    


    4. Offering
Periods.  The Plan shall be implemented by Offering Periods
with the first Offering Period beginning on or about the first Monday
immediately following the completion of the first payroll period ending in
September 2008, and continuing until terminated in accordance with the Plan. The
Board of the Company shall have the power to change the duration of the offering
Periods with respect to future offerings without shareholder approval if such
change is announced at least fifteen (15) days prior to the scheduled beginning
of the first Offering Period to be affected.  Absent action by the
Board, each Offering Period shall be for a period of twenty-four (24) months and
new Offering Periods shall commence on the Monday immediately following the
completion of the first payroll period ending in September and March of
each

    year.

    


    5. Participation.

    


    (a) An eligible Employee may become a
Participant in the Plan by completing a subscription agreement authorizing
payroll deductions, in a form substantially similar to Exhibit A attached to
the Plan (“Subscription Agreement”), and filing it with the Company's Human
Resources Department prior to the applicable Enrollment Date, unless a later
time for filing the Subscription Agreement is set by the Board
for  all eligible Employees with respect to a given Offering
Period.


    
      
         


      

      
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    (b) Payroll deductions for a
Participant shall commence with the first payroll following the Enrollment Date
and shall end on the last payroll in the Offering Period to which such
authorization is applicable, unless sooner terminated by the Participant as
provided in paragraph 10.

    


    (c) An Employee who is otherwise
eligible to participate herein may waive his or her right to participate for any
Offering Period by declining to authorize a payroll deduction. Such declination
must be filed in writing in the time and manner specified
thereby.  The filing of a written declination shall result in the
Employee's waiver of participation for only the Offering Period to which it
relates and shall be irrevocable with respect to such Offering
Period.  Except as otherwise provided in this paragraph, an Employee's
waiver of participation for a specified Offering Period shall not, in and of
itself, adversely impact the right of such Employee to participate in the Plan
during any subsequent Offering Periods except those Offering Periods with
respect to which he or she files additional written declinations in accordance
with the provisions of this paragraph.

    


    6. Payroll
Deductions.

    


    (a) At the time a Participant files his
or her Subscription Agreement, such Participant shall elect to have payroll
deductions made on each pay date during the Offering Period at the rate not to
exceed ten percent (10%) of the Compensation which he or she receives on each
pay date during the Offering Period, provided that the aggregate amount of such
payroll deductions during the Offering Period shall not exceed ten percent (10%)
of the Participant's aggregate Compensation during said Offering
Period.  An eligible Employee may participate in only one Offering
Period at a time.

    


    (b) All payroll deductions made by a
Participant shall be credited to his or her Payroll Deduction Account under the
Plan. A Participant may not make any additional payments into such Payroll
Deduction Account.

    


    (c) A Participant may discontinue his
or her payroll deductions during the Offering Period by completing and filing
with the Human Resources Department of the Company a new Subscription Agreement
authorizing a change in the rate of payroll deductions, provided that, in the
event that Participant desires to change the rate of his or her payroll
deductions but to otherwise continue participating in the Plan, such a change in
the rate of payroll deductions shall provide for payroll deductions of at least
one percent (1%) of such Participant’s Compensation and any changes to his or
her payroll deductions shall otherwise be made in increments of one percent
(1%).  The change in rate shall be effective no earlier than fifteen
(15) days following the Company's receipt of the new authorization.

    


    7. Grant of
Option.

    


    (a)  On the Enrollment Date
of each Offering Period each Participant in such Offering Period shall be
granted an option to purchase on each Exercise Date during such Offering Period
up to a number of whole shares of the Company's Common Stock determined by
dividing ten percent (10%) of the Participant's Compensation by eighty-five
percent (85%) of the lower of (i) fair market value of a share of Common Stock
on the Enrollment Date, or (ii) the fair market value of a share of Common Stock
on the Exercise Date; provided, however, that the number of shares subject to
such option shall be reduced, if necessary, to a number of shares which would
not exceed the limitations described in paragraph 3(b) or paragraph 12(a)
hereof.  The fair market value of a share of the Company's Common
Stock shall be determined as provided in paragraph 7(b) herein.

    


    (b)  The exercise price per
share of the shares offered in a given Offering Period shall be the lower of:
(i) 85% of the fair market value of a share of the Common Stock on the
Enrollment Date, or (ii) 85% of the fair market value of a share of the Common
Stock on the Exercise Date.  The fair market value of the Company's
Common Stock on a given date shall be the closing price of such Common Stock as
reported by the NYSE, or reported on such other national exchange as it may,
from time to time, be reported on, on such date (or if there shall be no trading
on such date, then on the first previous date on which there is such trading),
unless the Common Stock ceases to be traded on a national
exchange.  If the Common Stock ceases to be traded on a national
exchange, its fair market value shall be determined by the Board in its
discretion.

    


    (c)  All Employees granted
options hereunder shall have the same rights and privileges subject to the
limitations contained herein.

    


    8. Exercise of
Option.  The Participant's option for the purchase of shares
will be exercised automatically on each Exercise Date of each Offering Period,
and the maximum number of full shares subject to such option will
be


    
      
         


      

      
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    purchased
for such Participant at the applicable exercise price with the payroll
deductions accumulated in his or her Payroll Deduction Account, unless prior to
such Exercise Date the Participant has withdrawn from the Offering Period or
from the Exercise Period as provided in paragraph 10.  Notwithstanding
the foregoing, the Company shall not be required to issue fractional shares for
the Participant pursuant to the Plan.  During a Participant's lifetime
a Participant's option to purchase shares hereunder is exercisable only by such
Participant.

    


    9. Delivery.  As
promptly as practicable after each Exercise Date, the Company shall arrange the
delivery to each Participant, or to his or her account at a brokerage firm, of a
certificate representing the shares purchased upon exercise of his or her
option, provided, however, that the Board may permit or require that shares of
Common Stock issued pursuant to the Plan be deposited directly with a broker
designated by the Board or to a designated agent of the Company. The Board may
require that shares be retained with such broker or agent for a designated
period of time and/or may establish other procedures to permit tracking of
disqualifying dispositions of such shares.  Notwithstanding anything
in this Plan to the contrary, the Company, in its sole discretion, upon a
Participant’s purchase of shares of Common Stock through exercise of his or her
option, may issue such shares of Common Stock pursuant to the direct
registration system, and, in lieu of the issuance of certificated shares, may
issue uncertificated shares, to the account of the Participant.  Any
references to share certificates shall, in such event, be deemed to refer to
uncertificated shares.  Any amount remaining in the Participant's
Payroll Deduction Account after an Exercise Date shall be held in the Payroll
Deduction Account until the next Exercise Date in such Offering Period, unless
the Offering Period has been oversubscribed or has terminated with such Exercise
Date, in which case such amount shall be refunded to the
Participant.  In the event that Participant transfers shares of Common
Stock acquired pursuant to the Plan, Participant shall first give his or her
Employer notice of such transfer by delivering to the Company a notice in the
form attached hereto as Exhibit
B.  Upon receipt of such notice, the Company will provide the
Participant with a notice in the form attached hereto as Exhibit
C.

    


    10.  Withdrawal;
Termination of Employment.

    


    (a) A Participant may withdraw all, but
not less than all, of the payroll deductions credited to his or her Payroll
Deduction Account and not yet used toward the exercise of his or her option
under the Plan at any time by giving written notice to the Company on a form
substantially similar to Exhibit D attached to
this Plan.  All of the Participant's payroll deductions credited to
his or her Payroll Deduction Account will be paid to such Participant promptly
after receipt of his or her notice of withdrawal.  A withdrawal of a
Participant's Payroll Deduction Account shall terminate the Participant's
participation for the Exercise Period in which the withdrawal
occurs.  No further payroll deductions for the purchase of shares will
be made during the Exercise Period.  A Participant may resume payroll
deductions as the beginning of any subsequent Exercise Period that is within the
Offering Period by delivering written notice on a form substantially similar to
Exhibit E
attached to this Plan.

    


    (b) Upon termination of the
Participant's Continuous Status as an Employee of the Company for any reason, he
or she will be deemed to have elected to withdraw from the Plan and the payroll
deductions credited to his or her Payroll Deduction Account will be returned to
such Participant and his or her option will be cancelled; provided, however,
that a Participant who goes on a leave of absence shall be permitted to remain
in the Plan with respect to an Offering Period which commenced prior to the
beginning of such leave of absence.  If such Participant is not
guaranteed reemployment by contract or statute and the leave of absence exceeds
ninety (90) days, such Participant shall be deemed to have terminated employment
on the 91st day of such leave of absence.  Payroll deductions for a
Participant who has been on a leave of absence will resume upon return to work
at the same rate as in effect prior to such leave unless changed by such
Participant or unless the leave of absence begins in one Offering Period and
ends in a subsequent Offering Period, in which case the Participant shall not be
permitted to re-enter the Plan until a new Subscription Agreement is filed with
respect to an Offering Period which commences after such Participant has
returned to work from the leave of absence.

    


    (c) A Participant's withdrawal from one
Offering Period will not have any effect upon his or her eligibility to
participate in a different Offering Period or in any similar Plan which may
hereafter be adopted by the Company.  Although a Participant may
withdraw from one Offering Period and join another Offering Period which
commenced prior to the end of the Offering Period from which he or she withdrew,
such a change shall not transfer payroll deductions from one Offering Period to
another.

    


    11. Interest.  No
interest shall accrue on the payroll deductions of a Participant in the
Plan.

    


    12.  Common
Stock.


    
      
         


      

      
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    (a) The maximum number of shares of the
Company's Common Stock which shall be made available for sale under the Plan
shall be five hundred thousand (500,000) shares, subject to adjustment upon
changes in capitalization of the Company as provided in paragraph
18.  Either authorized and unissued shares or issued shares heretofore
or hereafter reacquired by the Employer may be made subject to purchase under
the Plan, in the sole and absolute discretion of the Board.  Further,
if for any reason any purchase of Common Stock under the Plan is not
consummated, shares subject to such purchase agreement may be subjected to a new
Subscription Agreement under the Plan.  If, on a given Exercise Date,
the number of shares with respect to which options are to be exercised exceeds
the number of shares then available under the Plan, the Company shall make a pro
rata allocation of the shares remaining available for purchase in as uniform a
manner as shall be practicable and as it shall determine to be
equitable.  In such event, the Company shall give written notice of
such reduction of the number of shares which each Employee shall be allowed to
purchase.  Notwithstanding anything to the contrary herein, the
Company shall not be obligated to issue Common Stock hereunder if, in the
opinion of counsel for the Company, such issuance would constitute a violation
of Federal or state securities laws or NYSE listing standards.

    


    (b) The Participant will have no
interest or voting right in shares covered by his or her option until such
option has been exercised.

    


    (c) Shares to be delivered to a
Participant under the Plan will be registered in the name of the Participant or,
at the prior written request of the Participant, in the names of the Participant
and his or her spouse.

    


    13.  Administration.  The
Plan shall be administered by the Board or a committee appointed by the
Board.  If a committee is appointed by the Board, such committee shall
have all of the powers of the Board with respect to the Plan except for those
powers set forth in paragraph 19 hereof.  Members of the Board who are
eligible employees are permitted to participate in the Plan; provided, however,
that (i) members of the Board who are eligible Employees may not vote on any
matter affecting the administration of the Plan or the grant of any option
pursuant to the Plan, and (ii) if a committee is appointed by the Board to
administer the Plan, no committee member will be eligible to participate in the
Plan.  The Board or a committee appointed hereunder shall have the
following powers and duties:

    


    (a) To direct the administration of the
Plan in accordance with the provisions herein set forth;

    


    (b) To adopt rules of procedure and
regulations necessary for the administration of the Plan provided the rules are
not inconsistent with the terms of the Plan;

    


    (c) To determine all questions with
regard to rights of Employees and Participants under the Plan, including, but
not limited to, rights of eligibility of an Employee to participate in the
Plan;

    


    (d) To enforce the terms of the Plan
and the rules and regulations it adopts;

    


    (e) To direct the distribution of the
shares of Common Stock purchased hereunder;

    


    (f) To furnish the Employer with
information which the Employer may require for tax or other
purposes;

    


    (g) To engage the service of counsel
(who may, if appropriate, be counsel for the Employer) and agents whom it may
deem advisable to assist it with the performance of its duties;

    


    (h) To prescribe procedures to be
followed by Participants in electing to participate herein;

    


    (i) To receive from each Employer and
from Employees such information as shall be necessary for the proper
administration of the Plan;

    


    (j) To maintain, or cause to be
maintained, separate accounts in the name of each Participant to reflect the
Participant's Payroll Deduction Account under the Plan; and

    


    (k) To interpret and construe the
Plan.

    


    14. Designation of
Beneficiary.


    
      
         


      

      
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    (a) A Participant may file a written
designation of a beneficiary who is to receive any shares from the Participant's
Payroll Deduction Account under the Plan in the event of such Participant's
death subsequent to an Exercise Date on which an option is exercised but prior
to the issuance of such shares.  In addition, a Participant may file a
written designation of a beneficiary who is to receive any cash from the
Participant's Payroll Deduction Account under the Plan in the event of such
Participant's death prior to the Exercise Date of the option.

    


    (b) Such designation of beneficiary may
be changed by the Participant at any time by delivering written notice of such
change to the Company, which shall set forth the name and address of the new
beneficiary.  In the event of the death of a Participant and in the
absence of a beneficiary validly designated under the Plan who is living at the
time of such Participant's death, the Company shall deliver such shares and/or
cash to the executor or administrator of the estate of the Participant, or if no
such executor or administrator has been appointed (to the knowledge of the
Company), the Company, in its discretion, may deliver such shares and/or cash to
the spouse or to any one or more dependents or relatives of the Participant, or
if no spouse, dependent or relative is known to the Company, then to such other
person as the Company may designate.

    


    15.
Transferability.  Neither payroll deductions credited to
Participant's Payroll Deduction Account nor any rights with regard to the
exercise of an option to receive shares under the Plan may be assigned,
transferred, pledged or otherwise disposed of in any way (other than by will,
the laws of descent and distribution or as provided in paragraph 14 hereof) by
the Participant.  Any such attempt at assignment, transfer, pledge or
other disposition, other than as permitted in the Code, shall be without effect,
except that the Company may treat such act as an election to withdraw funds in
accordance with paragraph 10.

    


    16. Use of
Funds.  All payroll deductions received or held by the Company
under the Plan may be used by the Company for any corporate purpose, and the
Company shall not be obligated to segregate such payroll
deductions.

    


    17.
Reports.  Individual Payroll Deduction Accounts will be
maintained for each Participant in the Plan.  Statements of Payroll
Deduction Account will be given to participating Employees promptly following an
Exercise Date, which statements will set forth the amounts of payroll
deductions, the per share purchase price, the number of shares purchased and the
remaining cash balance, if any.

    


    18. Adjustments Upon Changes in
Capitalization.  If an option under this Plan is exercised
subsequent to any stock dividend, stock split, spinoff, recapitalization,
merger, consolidation, exchange of shares or the like, occurring after such
option was granted, as a result of which shares of any class shall be issued in
respect of the outstanding shares, or shares shall be changed into a different
number of the same or another class or classes, the number of shares to which
such option shall be applicable and the option price for such shares shall be
appropriately adjusted by the Company.  Any such adjustment, however,
in the Common Stock shall be made without change in the total price applicable
to the portion of the Common Stock purchased hereunder which has not been fully
paid for, but with a corresponding adjustment, if appropriate, in the price for
each share of Common Stock.

    


    In the event of the proposed
dissolution or liquidation of the Company, the Offering Period will terminate
immediately prior to the consummation of such proposed action, unless otherwise
provided by the Board.  In the event of a proposed sale of all or
substantially all of the assets of the Company, or  the merger of the
Company with or into another corporation, each option under the Plan shall be
assumed or an equivalent option shall be substituted by such successor
corporation or a parent or subsidiary of such successor corporation, unless the
Board determines, in the exercise of its sole discretion and in lieu of such
assumption or substitution, that the Participant shall have the right to
exercise the option as to all of the optioned stock, including shares as to
which the option would not otherwise be exercisable.  If the Board
makes an option fully exercisable, in lieu of assumption or substitution in the
event of a merger or sale of assets, the Board shall notify the Participant that
the option shall be fully exercisable for a period of thirty (30) days from the
date of such notice, and the option will terminate upon the expiration of such
period.

    


    19. Amendment or
Termination.  The Board may at any time and for any reason
terminate or amend the Plan.  Except as specifically provided in the
Plan, no such termination can affect options previously granted, provided that
an Offering Period may be terminated by the Board on any Exercise Date if the
Board determines that the termination of the Plan is in the best interest of the
Company and its shareholders.  Except as specifically provided in the
Plan or as required to obtain a favorable ruling from the Internal Revenue
Service, no amendment may make any change in any option theretofore granted
which adversely affects the rights of any Participant.  To the
extent


    
      
         


      

      
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    necessary
to comply with Section 423 of the Code (or any successor rule or provision or
any other applicable law or regulation), the Rules of the NYSE or any other
requirement applicable to the Employer, the Company shall obtain shareholder
approval in such manner and to such a degree as
required.  Furthermore, the Board shall not modify, extend or renew
any option granted hereunder that would subject the option to Section 409A of
the Code pursuant to Treasury Regulation § 1.409A-1(b)(5)(ii) or take any other
action that would result in an impermissible deferral of compensation in
violation of Section 409A of the Code.

    


    20. Notices.  All
notices or other communications by a Participant to the Company under or in
connection with the Plan shall be deemed to have been duly given when received
in the form specified by the Company at the location, or by the person,
designated by the Company for the receipt thereof.

    


    21. Shareholder
Approval.  Commencement of the Plan shall be subject to
approval by the shareholders of the Company within twelve months before or after
the date the Plan is adopted.

    


    22. Conditions Upon Issuance of
Shares.  Shares shall not be issued with respect to an option
unless the exercise of such option and the issuance and delivery of such
shares  pursuant thereto shall comply with all applicable provisions
of law, domestic or foreign, including, without limitation, the Securities Act
of 1933, as amended, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange upon which the shares may then be listed, and
shall be further subject to the approval of counsel for the Company with respect
to such compliance.

    


    As a condition to the exercise of an
option, the Company may require the person exercising such option to represent
and warrant at the time of any such exercise that the shares are being purchased
only for investment and without any present intention to sell or distribute,
such shares if, in the opinion of counsel for the Company, such a representation
is required by any of the aforementioned applicable provisions of
law.

    


    23. Term of
Plan.  The Plan shall become effective upon the earlier to
occur of its adoption by the Board or its approval by the shareholders of the
Company as described in paragraph 21.  It shall continue in effect for
a term of ten (10) years unless sooner terminated under paragraph
19.

    


    24. No Rights
Implied.  Nothing contained in this Plan or any modification or
amendment to the Plan or in the creation of any Participant's Payroll Deduction
Account, or the execution of any participation election form, or the issuance of
any shares of Common Stock, shall give any Employee or Participant any right to
continue employment, any legal or equitable right against the Employer or
Company or  any officer, director, or Employee of the Employer or
Company, except as expressly provided by the Plan.

    


    25.
Severability.  In the event any provision of the Plan shall be
held to be illegal or invalid for any reason, the illegality or invalidity shall
not affect the remaining provisions of the Plan, but shall be fully severable
and the Plan shall be construed and enforced as if the illegal or invalid
provision had never been included herein.

    


    26. Notice.  Any
notice required to be given herein by the Employer, the Company or the Board
shall be deemed delivered, when (a) personally delivered, or (b) placed in the
United States mails, in an envelope addressed to the last known address of the
person to whom the notice is given.

    


    27. Waiver of
Notice.  Any person entitled to notice under the Plan may waive
the notice.

    


    28. Successors and
Assigns.  The Plan shall be binding upon all persons entitled
to purchase Common Stock under the Plan, their respective heirs, legatees, and
legal representatives upon the Employer, its successors and
assigns.

    


    29. Headings.  The
titles and headings of the paragraphs are included for convenience of reference
only and are not to be considered in construction of the provisions
hereof.

    


    30. Law.  All
questions arising with respect to the provisions of this Agreement shall be
determined by application of the laws of the State of Texas except to the extent
Texas law is preempted by Federal statute.  The obligation of the
Employer to sell and deliver Common Stock under the Plan is subject to
applicable laws and to the approval of any governmental authority required in
connection with the authorization, issuance, sale or delivery of such Common
Stock.


    
      
         


      

      
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    31. No Liability for Good Faith
Determinations.  Neither the members of the Board nor any
member of the committee appointed by the Board (nor their delegates) shall be
liable for any act, omission, or determination taken or made in good faith with
respect to the Plan or any right to purchase shares of Common Stock granted
under it, and members of the Board and such committee (and their delegatees)
shall be entitled to indemnification and reimbursement by the Company in respect
of any claim, loss, damage, or expense (including attorneys' fees, the costs of
settling any suit, provided such settlement is approved by independent legal
counsel selected by the Company, and amounts paid in satisfaction of a judgment,
except a judgment based on a finding of bad faith) arising therefrom to the full
extent permitted by law and under any directors and officers liability or
similar insurance coverage that may from time to time be in effect.

    


    32. Application of Plan
Provisions.  Except as provided in paragraph 32, the provisions
of this Plan shall be applied separately to each Subsidiary and its employees
exactly as if each such Subsidiary participating in the Plan was the sole and
only employer which is a party hereto.  Except in paragraph 32, the
word “Employer,” wherever used herein, shall be deemed to refer only to the
particular Employer separately insofar as that Employer and its Employees are
concerned, and likewise the words “Employee,” “Employees,” “Participant” and
“Participants” shall be deemed to refer solely to the Employees of that
particular Employer, or such of them as may become Participants, as if their
Employer were the sole and only Employer which is a party hereto.

    


    [Remainder
of Page Intentionally Left Blank]

    



    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, this Employee Stock
Purchase Plan has been executed  effective this __________ day of
______________, 2008.

    


    


    AZZ
INCORPORATED

    


    


    By:    _________________                                                            

    Name:
David H. Dingus

    Title:   Chief
Executive Officer

    


    



    
      
        
          Signature
Page to AZZ incorporated Employee Stock Purchase Plan

        

         


      

      
        9

        
          

        

      

      
         


      

    


    Schedule
1

    


    Designated
Subsidiaries

    (attached
hereto and incorporated by reference herein)

     

    



    
      
        
          AZZ Form
S-8 (Employee Stock Purchase Plan) (2).DOC

        

         


      

      
        10

        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    Subscription
Agreement

    


    



    
      
        
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        11

        
          

        

      

      
         


      

    


    AZZ
incorporated

    


    EMPLOYEE
STOCK PURCHASE PLAN

    


    SUBSCRIPTION
AGREEMENT

    


    I, ________________, have read the
attached AZZ incorporated Employee Stock Purchase Plan (the “Plan”). I
understand that capitalized terms not otherwise defined in this Subscription
Agreement shall have the meaning given to such terms in the Plan. I have decided
(check one):

    


    
      	
               
      

            	
              NOT
      to participate in the Plan.

            


    

    


    
      	
               
      

            	
              TO
      PARTICIPATE in the Plan.  I wish to purchase that amount of
      common stock that can be purchased with _______ % of my compensation
      (select the percentage of your compensation from either 0 or 1 to 10, in
      increments of 1, that you elect to
contribute).

            


    

    


    
      	
               
      

            	
              TO
      STOP my current payroll deductions with respect to the
    Plan.

            


    

    


    In order to pay for the shares of
Common Stock that I have elected to purchase under the Plan, I hereby authorize
my Employer to deduct the percentage of my compensation that I specified above
from my pay each pay period while this election is in effect.

    


    I understand that said payroll
deductions shall be accumulated for the purchase of shares of Common Stock at
the applicable purchase price determined in accordance with the
Plan.  I further understand that, except as otherwise set forth in the
Plan, shares will be purchased for me automatically on each Exercise Date of the
Offering Period unless I otherwise withdraw from the Offering Period or the
Plan.

    


    I understand that any shares of Common
Stock purchased in accordance with the Plan shall be subject to restrictions on
transfer as set out in the Internal Revenue Code of 1986, as amended (the
“Code”).  In particular, I understand that the Code requires that I
hold any shares of Common Stock purchased pursuant to the Plan until the earlier
of (1) two years from the date that I receive the option to purchase such shares
of Common Stock pursuant to the Plan and (2) one year from the date that such
shares of Common Stock are issued to me.  I agree that I will hold the
shares of Common Stock purchased by me pursuant to the Plan and this
Subscription Agreement in accordance with the restrictions set forth in the
immediately preceding sentence.

    


    I have received a copy of the complete
Plan. I understand that my participation in the Plan is in all respects subject
to the terms of the Plan.

    


    I hereby agree to be bound by the terms
of the Plan.  The effectiveness of this Subscription Agreement is
dependent upon my eligibility to participate in the Plan.

    


    [Remainder
of Page Intentionally Left Blank]

    



    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    


    In the event of my death, I hereby
designate the following as my beneficiary to  receive all payments and
shares due me and not yet paid or issued under the Plan:

    


    Name and
Address of Beneficiary:

    


    


    


    


    


    


    


    


    I hereby confirm the statements and
instructions set forth above subject to the terms and conditions set forth
herein and in the Plan.

    


    EMPLOYEE:    

    


    


    


    [Signature]

    


    


    [Name]

    


    


    [Date]

    


    


    [Address]

    


    


    [Address]

    


    



    
      
        
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    EXHIBIT
B

    


    Notice to
Transfer Shares of Common Stock

    



    
      
        
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        14

        
          

        

      

      
         


      

    


    AZZ
incorporated

    


    EMPLOYEE
STOCK PURCHASE PLAN

    


    NOTICE
TO TRANSFER SHARES OF COMMON STOCK

    


    The undersigned Participant in the
Offering Period of the AZZ incorporated Employee Stock Purchase Plan (the
“Plan”) that began on ____________ _____, 20__ hereby notifies the Company that
the undersigned Participant intends to transfer _____________ shares of Common
Stock acquired by the undersigned Participant pursuant to the Plan.

    


    Capitalized terms not otherwise defined
in this Notice to Transfer Shares of Common Stcok shall have the meaning given
to such terms in the Plan.

    


    The undersigned hereby acknowledges
receipt of a copy of the Plan, and confirms the statements and instructions set
forth above subject to the terms and conditions set forth herein, in the
Subscription Agreement signed by the undersigned Participant on ________________
___, 20___ and in the Plan.

    


    PARTICIPANT:

    


    


    


    [Signature]

    


    


    [Name]

    


    


    [Date]

    


    


    [Address]

    


    


    [Address]

    


    


    



    
      
        
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        15

        
          

        

      

      
         


      

    


    EXHIBIT
C

    


    Section
6039 Notice Regarding Transfer of Stock Purchased

    Under
Employee Stock Purchase Plan

    



    
      
        
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        16

        
          

        

      

      
         


      

    


    Section
6039 Notice Regarding Transfer of Stock Purchased

    Under
Employee Stock Purchase Plan

    


    TO:                [Transferor
of § 423 stock (generally an employee)]

    FROM:          AZZ
incorporated

    
      	
              RE:

            	
              Transfer
      of Stock Acquired Under an Employee Stock Purchase Plan (as described in §
      423 of the Internal Revenue Code)

            


    

    


    Dear    ______________:

    
 

    Pursuant
to §§ 6039(a)(2) and 6039(b) of the Internal Revenue Code of 1986, as amended
(the “Code”), the following information is being furnished to you with regard to
your transfer during 20_ of stock acquired under the AZZ incorporated Employee
Stock Purchase Plan:

    


    1.           Corporation
whose stock was transferred:

    


    
      	
               
      

            	
              Name:

            	
              AZZ
      incorporated

            


    

    


    
      	
               
      

            	
              Address:

            	
              University
      Centre I, Suite 200

            


    

    
      	
               
      

            	
              1300
      South University Drive

            


    

    
      	
               
      

            	
              Fort
      Worth, Texas 76107

            


    

    


    
      	
               
      

            	
              Employer
      Identification Number:

            	
              75-0948250

            


    

    


    2.           Person
who transferred stock originally acquired under an employee stock purchase plan
(“transferor”):

    


    Name:

    


    Address:

    


    Social
Security Number:

    


    3.           Date
stock originally acquired by transferor:

    


    4.           Number
of shares to which title was transferred by transferor during
20___:

    


    The shares transferred were acquired by
you under a purchase right that is an option described in § 423(c) of the Code.
As a result of your transfer described above, you are subject to taxation as
described in § 423(c) of the Code and therefore, may have to recognize income
that is taxable as ordinary income.

    


    Please
keep this statement for income tax purposes.

    


    Dated:                                                                

    


    AZZ
INCOPORATED

    


    By:                                                                

    Name:

    Title:

    


    



    
      
        
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        17

        
          

        

      

      
         


      

    


    EXHIBIT
D

    


    Notice of
Withdrawal

    


    



    
      
        
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        18

        
          

        

      

      
         


      

    


    AZZ
incorporated

    


    EMPLOYEE
STOCK PURCHASE PLAN

    


    NOTICE
OF WITHDRAWAL

    


    The undersigned Participant in the
Offering Period of the AZZ incorporated Employee Stock Purchase Plan (the
“Plan”) that began on ____________ _____, 20___, (the “Enrollment Date”) hereby
notifies the Company that effective on ____________ _____, 20___ (the
“Withdrawal Date”) he or she withdraws from

    


    ______    the current Exercise
Period only

    


    ______    the Offering
Period

    


    The undersigned hereby directs the
Company to pay to the undersigned as promptly as possible following the
Withdrawal Date all the payroll deductions created to his or her Payroll
Deduction Account with respect to such Offering Period.  The
undersigned understands and agrees that if withdrawing from the Exercise Period
no further payroll deductions will be made for the purchase of shares in such
Exercise Period and the undersigned may not participate in another Exercise
Period within the Offering Period unless the undersigned delivers to the Company
a Notice to Resume Payroll Deductions. If the withdrawal is from the Offering
Period, no further payroll deductions will be made for the purchase of shares in
the Offering Period.

    


    Capitalized terms not otherwise defined
in this Notice of Withdrawal shall have the meaning given to such terms in the
Plan.

    


    The undersigned hereby acknowledges
receipt of a copy of the Plan, and confirms the statements and instructions set
forth above subject to the terms and conditions set forth herein and in the
Plan.

    


    PARTICIPANT:

    


    


    


    [Signature]

    


    


    [Name]

    


    


    [Date]

    


    


    [Address]

    


    


    [Address]

    


    



    
      
        
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        19

        
          

        

      

      
         


      

    


    EXHIBIT
E

    


    Notice to
Resume Payroll Deductions

    



    
      
        
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        20

        
          

        

      

      
         


      

    


    AZZ
incorporated

    


    EMPLOYEE
STOCK PURCHASE PLAN

    


    NOTICE
TO RESUME PAYROLL DEDUCTIONS

    


    The undersigned Participant in the
Offering Period of the AZZ incorporated Employee Stock Purchase Plan (the
“Plan”) that began on ____________ _____, 20__ hereby notifies the Company to
resume payroll deductions for his or her Payroll Deduction Account at the
beginning of the next Exercise Period in accordance with the terms of the
Subscription Agreement executed by the undersigned at the beginning of the
Offering Period.

    


    Capitalized terms not otherwise defined
in this Notice to Resume Payroll Deduction shall have the meaning given to such
terms in the Plan.

    


    The undersigned hereby acknowledges
receipt of a copy of the Plan, and confirms the statements and instructions set
forth above subject to the terms and conditions set forth herein and in the
Plan.

    


    PARTICIPANT:

    


    


    


    [Signature]

    


    


    [Name]

    


    


    [Date]

    


    


    [Address]

    


    


    [Address]

     

     

    
      
        AZZ Form
S-8 (Employee Stock Purchase Plan) (2).DOC

      
21