EXHIBIT 10.5
                                                                    ------------

DIRECTOR STOCK UNIT PROGRAM

                   NORTH AMERICAN GALVANIZING & COATINGS, INC.

                           DIRECTOR STOCK UNIT PROGRAM


                                      ss. 1

                           PURPOSE AND EFFECTIVE DATE

          The purpose of this Program is to tie a percentage of each Director's
compensation to the long-term value of Stock. This Program was adopted in
connection with the adoption of the 2004 Incentive Stock Plan by the NAGALV
shareholders July 21, 2004 and was amended by unanimous vote of the Board May
25, 2005. This complete amendment and restatement of the Program reflects
additional amendments intended to bring the Program into compliance with Section
409A of the Internal Revenue Code of 1986, as amended. This amended and restated
Program is effective as of the date it is approved by the Board.

                                      ss. 2

                                   DEFINITIONS

          2.1. Account for purposes of this Program shall mean the bookkeeping
account maintained by the Committee to show for each Director as of any date all
Stock Unit Grant credits made for such Director under this Program, the
adjustments to such credits and any distributions to such Director.

          2.2. Automatic Deferral Period for purposes of this Program shall mean
the period described in ss. 3.5(b).

          2.3. Beneficiary for purposes of this Program shall mean for each
Director the person designated as such by the Director on the form provided for
this purpose or, if no such person is so designated or if no such person
survives the Director, the Director's estate.

          2.4. Board for purposes of this Program shall mean the Board of
Directors of NAGALV.

          2.5. Committee for purposes of this Program shall mean the Committee
under the 2004 Incentive Stock Plan.

          2.6. Deferral Period for purposes of this Program shall mean the
period described in ss. 3.5(b) and the period described in ss. 3.5(c) .
<PAGE>

          2.7. Director for purposes of this Program shall mean a member of the
Board.

          2.8. Elective Deferral Period for purposes of this Program shall mean
the period described in ss. 3.5(c).

          2.9. Inside Director for purposes of this Program shall mean a member
of the Board who is an employee of NAGALV.

          2.10. NAGALV for purposes of this Program shall mean North American
Galvanizing & Coatings, Inc. and any successor to such corporation.

          2.11. Outside Director for purposes of this Program shall mean a
member of NAGALV's Board of Directors who is not an employee of NAGALV.

          2.12. Program for purposes of this Program shall mean this North
American Galvanizing & Coatings, Inc. Director Stock Unit Program, as amended
from time to time.

          2.13. Stock for purposes of this Program shall mean Stock under the
2004 Incentive Stock Plan.

          2.14. Stock Unit Grant for purposes of this Program shall mean a Stock
Unit Grant under the 2004 Incentive Stock Plan.

          2.15. 2004 Stock Incentive Plan for purposes of this Program shall
mean the North American Galvanizing & Coatings, Inc. 2004 Stock Incentive Plan,
as amended from time to time.

          2.16 Section 409A for purposes of this Program shall mean Section 409A
of the Internal Revenue Code of 1986, as amended.

                                      ss. 3

                                STOCK UNIT GRANT

          3.1. Outside Directors. Each Outside Director shall be required to
defer at least 50% of his or her director fees each calendar year and shall have
the right under ss. 3.3 to elect to defer 75% or 100% of such fees each calendar
year. The deferrals for each Outside Director will be deducted (if he or she
elects less than a 100% deferral) on a pro-rata basis from his or her director
fees when such fees are otherwise payable in cash, and the deferrals shall be
converted into a Stock Unit Grant at the average of the closing prices for a
share of Stock for the 10 trading days before the date the director fees for
Outside Directors otherwise would have been payable in cash.

                                       2
<PAGE>


          3.2. Inside Directors. NAGALV automatically shall defer for each
Inside Director a dollar amount equal to 50% of the director fees for Outside
Directors. Inside Directors shall have the right to elect additional deferrals
which will correspond to an Outside Director's right to elect to defer 75% or
100% of such fees each calendar year. Any automatic deferrals by Inside
Directors shall be matched by the Committee at the same rate that applies to
required deferrals by Outside Directors under Section 3.3, and any additional
deferrals by Inside Directors shall be matched by the Committee at the same rate
that applies to additional deferrals by Outside Directors under ss. 3.3. Inside
Directors wishing to elect any additional deferral shall do so in accordance
with the deferral election procedures described in ss. 3.3(d). The deferrals for
each Inside Director shall be effected to coincide with the deferrals for
Outside Directors, and the deferrals for Inside Directors shall be converted
into a Stock Unit Grant at the same time and in accordance with the same
procedure followed for Outside Directors.

          3.3. Matching Units and Deferral Elections.

          (a)     Fifty Percent. If an Outside Director does not elect to defer
                  more than the required deferral under ss. 3.1, the Committee
                  shall match 25% of his or her deferral in an additional Stock
                  Unit Grant

          (b)     Seventy Five Percent. If an Outside Director elects in
                  accordance with ss. 3.3(d) to defer 75% of his or her director
                  fees, the Committee shall match 50% of his or her deferral in
                  an additional Stock Unit Grant.

          (c)     One Hundred Percent. If an Outside Director elects in
                  accordance with ss. 3.3(d) to defer 100% of his or her
                  director fees, the Committee shall match 75% of his or her
                  deferral in an additional Stock Unit Grant.

          (d)     Deferral Election Rules for Outside Directors.

                  (1)     General Rule. A deferral election under ss. 3.3(b) or
                          ss. 3.3(c) shall be effective for fees paid in any
                          calendar year only if delivered to NAGALV before the
                          beginning of such calendar year, and an election shall
                          be effective only if made on the form provided for
                          this purpose.

                  (2)     Special Rules.

                          (A)     Each Outside Director may make an election
                                  under ss. 3.3(b) or ss. 3.3(c) after NAGALV's
                                  annual shareholder meeting in 2004 if such
                                  shareholders approve this Program at such
                                  meeting and such election is delivered to
                                  NAGALV before the end of the 30 day period
                                  which starts on the date of such meeting. An
                                  election under this ss. 3.3(d)(2)(A) shall be

                                       3
<PAGE>

                                  effective for director fees otherwise payable
                                  in 2004 after such election is delivered to
                                  NAGALV.

                          (B)     Each Outside Director may make an election
                                  under ss. 3.3(b) or ss. 3.3(c) with respect to
                                  director fees payable in the calendar year in
                                  which he or she is first elected an Outside
                                  Director if such election is delivered to
                                  NAGALV before the end of the 30 day period
                                  which starts on the date he or she is first
                                  elected an Outside Director. An election under
                                  this ss. 3.3(d)(2)(B) shall be effective for
                                  directors' fees otherwise payable in such
                                  calendar year for services rendered starting
                                  with the first full month after such election
                                  is delivered to NAGALV.

                  (3)     Irrevocable. An election under this ss. 3.3(d) shall
                          be irrevocable for the calendar year for which the
                          election is made when the election is delivered to
                          NAGALV.

          (e)     Conversion to a Stock Unit Grant. A Director's match under
                  this ss. 3.3 will be converted into a Stock Unit Grant at the
                  same time and under the same procedure as his or her deferrals
                  are converted into a Stock Unit Grant.

          3.5. Deferral Periods.

          (a)     General. All deferrals under this Program shall be paid in the
                  calendar year immediately following the end of an Automatic
                  Deferral Period or, if a Director so elects in accordance with
                  this ss. 3.5, the end of an additional Elective Deferral
                  Period.

          (b)     Automatic Deferral Period. The Automatic Deferral Period for a
                  Director for deferrals effected in any calendar year shall be
                  the five calendar year period starting on the immediately
                  following January 1. There will be separate Automatic Deferral
                  Period for deferrals effected in each calendar year.

          (c)     Elective Deferral Period. If a Director delivers an election
                  on the form provided for this purpose to NAGALV at least one
                  full year before the end of any Automatic Deferral Period, the
                  payment of the deferrals subject to such Automatic Deferral
                  Period shall be deferred for an additional five calendar
                  years. Any such election shall be irrevocable when delivered
                  to NAGALV.

                                       4
<PAGE>

          (d)     Special Payment Rules.

                  (1)     Termination. All deferrals (whether subject to an
                          Automatic Deferral Period or an Elective Deferral
                          Period) shall be payable as of the date a Director's
                          service as such ends or the date his or her employment
                          with NAGALV ends, whichever comes last. No payment
                          shall be made under this paragraph unless the Director
                          has "separated from service", by death or otherwise,
                          as that term is defined for purposes of Section 409A.
                          If the Director is also a "key employee", as defined
                          for purposes of Section 409A, and if the stock of
                          NAGALV is publicly traded on an established securities
                          market or otherwise at the time of the Director's
                          separation from service, the distribution on account
                          of the Director's separation from service shall be
                          made as soon as is practical six months after the date
                          of the Director's separation from service. If
                          separation from service occurs as a result of the
                          Director's death, however, the distribution shall be
                          made as soon as is practical after the Director's
                          death.

                  (2)     Unforseeable Emergency. If a Director can demonstrate
                          to a majority of the other members of the Board that
                          he or she has an extreme financial hardship as a
                          result of an unforeseeable emergency and that access
                          to his or her deferrals under this Program is more
                          appropriate under the circumstances than using any of
                          his or her other assets to meet the emergency, the
                          Board (acting by a majority vote with the affected
                          Director not voting) may authorize the payment of all
                          or a portion of his or her deferrals to meet the
                          emergency. The term "unforeseeable emergency" means a
                          severe financial hardship resulting from an illness or
                          accident of the Director, the Director's spouse, or a
                          dependent of the Director, loss of the Director's
                          property due to casualty, or other similar
                          extraordinary and unforeseeable circumstances arising
                          as a result of events beyond the control of the
                          Director. The amounts distributed under this paragraph
                          may not exceed the amount necessary to meet the
                          emergency plus the amount necessary to pay taxes
                          reasonably anticipated to result from the
                          distribution.

                  (3)     Payment of Employment Taxes. The Board (acting by a
                          majority vote with the affected Director not voting)
                          may authorize the payment of all or a portion of a
                          Director's deferrals if the Board determines that the
                          payment is required in order to provide the Director
                          with funds to pay the Federal Insurance Contribution
                          Act (FICA) tax imposed on

                                       5
<PAGE>

                          the deferred compensation (the "FICA Amount") as well
                          as funds required to pay income taxes on the FICA
                          Amount, but only to the extent provided in IRS
                          regulations or other guidance under Section 409A.

          3.6. Payment. When any deferrals become payable at the end of a
Deferral Period or become payable under ss. 3.5(d), payment shall be made
(subject to applicable withholdings) in whole shares of Stock (and cash in lieu
of a fractional share) based on the average of the closing prices for a share of
Stock for the 10 trading days before the date as of which payment is made.
NAGALV shall make a payment as soon as practicable after a deferral becomes
payable; provided, however, NAGALV may defer any payment to a future date if
making a payment before such future date could result in the violation of any
securities or other laws.

          3.7. Non-Forfeitable Account and Account Adjustments. A Director's
interest in his or her Account shall be non-forfeitable. The number of shares
described in a Stock Unit Grant credited to a Director's Account shall be
adjusted at the same time and in the same manner as other Stock Unit Grants made
under the 2004 Incentive Stock Plan, and such number shall be reduced to reflect
any cash payments made or shares of Stock issued to a Director.

                                      ss. 4

                                 ADMINISTRATION

          4.1. Powers. This Program shall be administered by the Committee, and
the Committee shall have the absolute and complete authority, duty and power to
interpret and construe the provisions of this Program as the Committee deems
appropriate, including the final authority to determine a Director's benefits
under this Program, and to take any other action in connection with the
operation or administration of this Program which the Committee deems fair and
appropriate under the circumstances. All interpretations, determinations,
regulations and calculations shall be final and binding on all affected persons.

          4.2. Statements. NAGALV shall furnish individual statements of Account
balances to each Director in such form and as of such dates as determined by the
Committee.

          4.3. Information Reporting. All deferrals under this Program shall be
separately reported on a Form 1099 or Form W-2 as required by Section 6041(g)(1)
and Section 6051(a)(13) of the Internal Revenue Code of 1986, as amended,
regardless of whether the related compensation income is includible in gross
income for the year.

          4.4. Withholding. Appropriate amounts shall be withheld from the
deferred amounts to satisfy the tax withholding requirements of the Internal
Revenue Code of 1986, as amended.

                                       6
<PAGE>

                                      ss. 5

                            AMENDMENT AND TERMINATION

          NAGALV reserves the right to amend or terminate this Program at any
time by action of the Board. No amendment or termination shall directly or
indirectly reduce the balance of any Account as of the effective date of such
amendment or termination. No amendment or termination of the Program shall cause
the payment of a deferred amount to be accelerated or further deferred in
violation of Section 409A.

                                      ss. 6

                                  MISCELLANEOUS

          6.1. General Assets. All cash distributions to, or on behalf of, a
Director under this Program shall be made from NAGALV's general assets and all
shares of Common Stock issued shall be issued under the 2004 Stock Incentive
Plan, and any claim by a Director or by his or her Beneficiary against NAGALV
for any cash distribution or stock issuance under this Program shall be treated
the same as a claim of any general and unsecured creditor of NAGALV.

          6.2. No Liability. No Director and no Beneficiary shall have the right
to look to, or have any claim whatsoever against, any officer, director,
employee or agent of NAGALV in his or her individual capacity for the
distribution of any Account.

          6.3. No Assignment; Binding Effect. No Director or Beneficiary shall
have the right to alienate, assign, commute or otherwise encumber an Account for
any purpose whatsoever, whether through a domestic relations order or otherwise,
and any attempt to do so shall be disregarded as completely null and void. The
provisions of this Program shall be binding on each Director and Beneficiary and
on NAGALV.

          6.4. Construction. This Program shall be construed in accordance with
the laws of the State of Delaware except to the extent such laws are preempted
by federal law. Headings and subheadings have been added only for convenience of
reference and shall have no substantive effect whatsoever. All references to
sections (ss.) shall be to sections (ss.) in this Program. All references to the
singular shall include the plural and all references to the plural shall include
the singular. All definitions in this Program shall apply exclusively to this
Program.

          6.5. No Contract of Employment. A Director's participation in this
Program shall not constitute a contract of employment by NAGALV or a right to be
nominated to serve on, or serve on, the Board.

          6.6. 2004 Incentive Stock Plan. The terms of the 2004 Incentive Stock
Plan are incorporated by this ss. 6.6 in the Program, and the Program is subject
to the terms of such plan. This Program shall not confer on any Director any
rights with respect to a Stock Unit Grant which are superior to his or her
rights under the 2004 Incentive Stock Plan with respect to such Stock Unit
Grant.

                                       7
<PAGE>

          IN WITNESS WHEREOF, the Company has caused its duly authorized officer
to execute this Program to evidence its adoption of this Program.

                                       North American Galvanizing &
                                       Coatings, Inc.

                                       By: Ronald J. Evans
                                           -------------------------
                                       President and Chief Executive Officer

                                       Date: July 25, 2005






























                                       8