EXHIBIT 10.6
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                   NORTH AMERICAN GALVANIZING & COATINGS, INC.


                            2004 INCENTIVE STOCK PLAN
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                                TABLE OF CONTENTS

                                                                            Page


ss. 1..................................................BACKGROUND AND PURPOSE 1

ss. 2.............................................................DEFINITIONS 1

        2.1.........................................................Affiliate 1

        2.2.............................................................Board 2

        2.3.............................................Change Effective Date 2

        2.4.................................................Change in Control 2

        2.5..............................................................Code 4

        2.6.........................................................Committee 4

        2.7...........................................................Company 4

        2.8..........................................................Director 4

        2.9.......................................Director Stock Unit Program 5

        2.10................................................Eligible Employee 5

        2.11................................................Fair Market Value 5

        2.12..............................................................ISO 5

        2.13.........................................................1933 Act 5

        2.14.........................................................1934 Act 6

        2.15..........................................................Non-ISO 6

        2.16...........................................................Option 6

        2.17...............................................Option Certificate 6

        2.18.....................................................Option Price 6

        2.19...........................................................Parent 6

        2.20.............................................................Plan 6

        2.21.................................................Preexisting Plan 6

        2.22.......................................................Rule 16b-3 6

        2.23........................................................SAR Value 7

        2.24............................................................Stock 7

        2.25.........................................Stock Appreciation Right 7

        2.26.............................Stock Appreciation Right Certificate 7

        2.27......................................................Stock Grant 7

        2.28..........................................Stock Grant Certificate 8

        2.29.................................................Stock Unit Grant 8

        2.30.......................................................Subsidiary 8

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                                TABLE OF CONTENTS
                                   (continued)

        2.31..........................................Ten Percent Shareholder 8

ss. 3.................................................SHARES AND GRANT LIMITS 8

        3.1...................................................Shares Reserved 8

        3.2..................................................Source of Shares 9

        3.3...................................................Use of Proceeds 9

        3.4......................................................Grant Limits 10

        3.5..................................................Preexisting Plan 10

ss. 4..........................................................EFFECTIVE DATE 10

ss. 5...............................................................COMMITTEE 10

ss. 6.......................................ELIGIBILITY AND ANNUAL GRANT CAPS 11

ss. 7.................................................................OPTIONS 11

        7.1..................................................Committee Action 11

        7.2....................................................$100,000 Limit 12

        7.3......................................................Option Price 12

        7.4...........................................................Payment 13

        7.5..........................................................Exercise 13

        7.6..........................Compliance With Section 409A of the Code 14

ss. 8...............................................STOCK APPRECIATION RIGHTS 15

        8.1..................................................Committee Action 15

        8.2..............................................Terms and Conditions 15

        8.3..........................................................Exercise 17

        8.4..........................Compliance With Section 409A of the Code 17

ss. 9............................................................STOCK GRANTS 18

        9.1..................................................Committee Action 18

        9.2........................................................Conditions 18

        9.3......................Dividends, Voting Rights and Creditor Status 20

        9.4.............................Satisfaction of Forfeiture Conditions 22

        9.5..............................................Income Tax Deduction 22

        9.6.......................................Director Stock Unit Program 24

        9.7..........................Compliance With Section 409A of the Code 24

ss. 10....................................................NON-TRANSFERABILITY 26

ss. 11................................................SECURITIES REGISTRATION 26

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                                TABLE OF CONTENTS
                                   (continued)

ss. 12...........................................................LIFE OF PLAN 27

ss. 13.............................................................ADJUSTMENT 28

        13.1................................................Capital Structure 28

        13.2................................Transactions Described in ss. 424 28

        13.3................................................Fractional Shares 29

        13.4.........................Compliance With Section 409A of the Code 29

ss. 14......................................................CHANGE IN CONTROL 30

ss. 15...............................................AMENDMENT OR TERMINATION 30

ss. 16..........................................................MISCELLANEOUS 31

        16.1...............................................Shareholder Rights 31

        16.2.......................................No Contract of Employment 31

        16.3.....................................................Withholding 32

        16.4....................................................Construction 32

        16.5................................................Other Conditions 32

        16.6......................................................Rule 16b-3 33


                                     ss. 1
                             BACKGROUND AND PURPOSE

The purpose of this Plan is to promote the interest of the Company by
authorizing the Committee to grant Options and Stock Appreciation Rights and to
make Stock Grants and Stock Unit Grants to Eligible Employees and Directors in
order (1) to attract and retain Eligible Employees and Directors, (2) to provide
an additional incentive to each Eligible Employee or Director to work to
increase the value of Stock and (3) to provide each Eligible Employee or
Director with a stake in the future of the Company which corresponds to the
stake of each of the Company's shareholders. This document is an amendment and
complete restatement of the plan effective as of January 1, 2006.

Any grant of an Option or Stock Appreciation Right under this plan is intended
to meet the requirements under Section 409A of the Code for a non-statutory
stock option, an incentive stock option or a stock appreciation right that does
not provide for a deferral of compensation. Any Stock Grant or Stock Unit Grant
under this plan is intended to meet the requirements of Section 409A of the Code
for a short-term deferral that does not provide for a deferral of compensation.
The provisions of the Plan shall be construed to be consistent with the intent
that the Plan not be treated as a plan providing for the deferral of
compensation within the meaning of Section 409A. The amendments with respect to
Section 409A are to be considered effective as of January 1, 2005.

                                     ss. 2
                                   DEFINITIONS

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     2.1 Affiliate. - means any organization (other than a Subsidiary) that
would be treated as under common control with the Company under ss. 414(c) of
the Code if "50 percent" were substituted for "80 percent" in the income tax
regulations under ss. 414(c) of the Code.

     2.2 Board. - means the Board of Directors of the Company.

     2.3 Change Effective Date. - means either the date which includes the
"closing" of the transaction which makes a Change in Control effective if the
Change in Control is made effective through a transaction which has a "closing"
or the date a Change in Control is reported in accordance with applicable law as
effective to the Securities and Exchange Commission if the Change in Control is
made effective other than through a transaction which has a "closing".

     2.4 Change in Control. - means a change in control of the Company of a
nature that would be required to be reported in response to item 6(e) of
Schedule 14A of Regulation 14A promulgated under the 1934 Act as in effect at
the time of such "change in control", provided that such a change in control
shall be deemed to have occurred at such time as

     (a)  any "person" (as that term is used in Sections 13(d) and 14(d)(2)of
          the 1934 Act), is or becomes the beneficial owner (as defined in Rule
          13d-3 under the 1934 Act) directly or indirectly, of securities
          representing 30% or more of the combined voting power for election of
          directors of the then outstanding securities of the Company or any
          successor to the Company;

     (b)  during any period of two consecutive years or less, individuals who at
          the beginning of such period constitute the Board cease, for any
          reason, to constitute at least a majority of the Board, unless the
          election or nomination for election of each new director was approved
          by a vote of at least two-thirds of the directors then still in office
          who were directors at the beginning of the period;

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     (c)  the shareholders of the Company approve any reorganization, merger,
          consolidation or share exchange as a result of which the common stock
          of the Company shall be changed, converted or exchanged into or for
          securities of another corporation (other than a merger with a
          wholly-owned subsidiary of the Company) or any dissolution or
          liquidation of the Company or any sale or the disposition of 50% or
          more of the assets or business of the Company; or

     (d)  shareholders of the Company approve any reorganization, merger,
          consolidation or share exchange unless (A) the persons who were the
          beneficial owners of the outstanding shares of the common stock of the
          Company immediately before the consummation of such transaction
          beneficially own more than 60% of the outstanding shares of the common
          stock of the successor or survivor corporation in such transaction
          immediately following the consummation of such transaction and (B) the
          number of shares of the common stock of such successor or survivor
          corporation beneficially owned by the persons described in ss.
          2.4(d)(A) immediately following the consummation of such transaction
          is beneficially owned by each such person in substantially the same
          proportion that each such person had beneficially owned shares of the
          Company common stock immediately before the consummation of such
          transaction, provided (C) the percentage described in ss. 2.4(d)(A) of
          the beneficially owned shares of the successor or survivor corporation
          and the number described in ss. 2.4 (d)(B) of the beneficially owned
          shares of the successor or survivor corporation shall be determined
          exclusively by reference to the shares of the successor or survivor
          corporation which result from the beneficial ownership of shares of
          common stock of the Company by the persons described in ss. 2.4(d)(A)
          immediately before the consummation of such transaction.

     2.5 Code. - means the Internal Revenue Code of 1986, as amended.

     2.6 Committee. - means a committee of the Board which shall have at least 2
members, each of whom shall be appointed by and shall serve at the pleasure of
the Board and shall come within the definition of a "non-employee director"
under Rule 16b-3 and an "outside director" under ss. 162(m) of the Code.

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     2.7 Company. - means North American Galvanizing & Coatings, Inc. and any
successor to North American Galvanizing & Coatings, Inc.

     2.8 Director. - means any member of the Board who is not an employee of the
Company or a Parent or Subsidiary or affiliate (as such term is defined in Rule
405 of the 1933 Act) of the Company.

     2.9 Director Stock Unit Program. - means the North American Galvanizing &
Coatings, Inc. Director Stock Unit Program as effective as of the date approved
by the shareholders of the Company and as amended from time to time thereafter.

     2.10 Eligible Employee. - means an employee of the Company or any
Subsidiary or Parent or Affiliate to whom the Committee decides for reasons
sufficient to the Committee to make a grant under this Plan.

     2.11 Fair Market Value. - means either (a) the closing price on any date
for a share of Stock as reported by The Wall Street Journal or, if The Wall
Street Journal no longer reports such closing price, such closing price as
reported by a newspaper or trade journal selected by the Committee or, if no
such closing price is available on such date, (b) such closing price as so
reported in accordance with ss. 2.10(a) for the immediately preceding business
day, or, if no newspaper or trade journal reports such closing price or if no
such price quotation is available, (c) the price which the Committee acting in
good faith determines through any reasonable valuation method that a share of
Stock might change hands between a willing buyer and a willing seller, neither
being under any compulsion to buy or to sell and both having reasonable
knowledge of the relevant facts. Such valuations shall always be determined in a
manner consistent with the requirements of Section 409A of the Code.

     2.12 ISO. - means an option granted under this Plan to purchase Stock which
is intended to satisfy the requirements of ss. 422 of the Code.

     2.13 1933 Act. - means the Securities Act of 1933, as amended.

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     2.14 1934 Act. - means the Securities Exchange Act of 1934, as amended.

     2.15 Non-ISO. - means an option granted under this Plan to purchase Stock
which is intended to fail to satisfy the requirements of ss. 422 of the Code.

     2.16 Option. - means an ISO or a Non-ISO which is granted under ss. 7.

     2.17 Option Certificate. - means the certificate (whether in electronic or
written form) which sets forth the terms and conditions of an Option granted
under this Plan.

     2.18 Option Price. - means the price which shall be paid to purchase one
share of Stock upon the exercise of an Option granted under this Plan.

     2.19 Parent. - means any corporation which is a parent corporation (within
the meaning of 424(e) of the Code) of the Company.

     2.20 Plan. - means this North American Galvanizing & Coatings, Inc. 2004
Incentive Stock Plan as effective as of the date approved by the shareholders of
the Company and as amended from time to time thereafter.

     2.21 Preexisting Plan. - means each of the following plans, as each such
plan has been amended from time to time up to the date this Plan is effective:
(1) the North American Galvanizing & Coatings, Inc. 1996 Stock Option Plan and
(2) the North American Galvanizing & Coatings, Inc. 1988 Stock Option Plan.

     2.22 Rule 16b-3. - means the exemption under Rule 16b-3 to Section 16(b) of
the 1934 Act or any successor to such rule.

     2.23 SAR Value. - means the value assigned by the Committee to a share of
Stock in connection with the grant of a Stock Appreciation Right under ss. 8.

     2.24 Stock. - means the $0.10 par value common stock of the Company that is
readily tradable on an established securities market, or if none, that class of
common stock having the greatest aggregate value of

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common stock issued and outstanding. Under no circumstances shall Stock include
stock that is subject to a mandatory repurchase obligation or a put or call
right that is not a lapse restriction as defined in the regulations under
Section 83 of the Code and that is based on a measure other the Fair Market
Value of the equity interest in the corporation represented by the stock.

     2.25 Stock Appreciation Right. - means a right which is granted under ss. 8
to receive the appreciation in a share of Stock.

     2.26 Stock Appreciation Right Certificate. - means the certificate (whether
in electronic or written form) which sets forth the terms and conditions of a
Stock Appreciation Right which is not granted as part of an Option.

     2.27 Stock Grant. - means a grant under Section 9 which is designed to
result in the issuance of the number of shares of Stock described in the grant
(and cash in lieu of any fractional share) after conditions stated in the Stock
Grant Certificate are satisfied. The stock described in the grant may, in the
discretion of the Committee, be issued to the Eligible Employee or Director
before the stock grant becomes non-forfeitable under the terms of the grant.

     2.28 Stock Grant Certificate. - means the certificate (whether in
electronic or written form) which sets forth the terms and conditions of a Stock
Grant or a Stock Unit Grant.

     2.29 Stock Unit Grant. - means a grant under Section 9 which is designed to
result in the payment of shares of Stock described in the grant (and cash in
lieu of any fractional share) after any conditions stated in the Stock Grant
Certificate are satisfied.

     2.30 Subsidiary. - means a corporation which is a subsidiary corporation
(within the meaning of ss. 424(f) of the Code) of the Company.

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     2.31 Ten Percent Shareholder. - means a person who owns (after taking into
account the attribution rules of ss. 424(d) of the Code) more than ten percent
of the total combined voting power of all classes of stock of either the
Company, a Subsidiary or Parent.

                                     ss. 3
                             SHARES AND GRANT LIMITS

     3.1 Shares Reserved. There shall (subject to ss. 13) be reserved for
issuance under this Plan (a) 1,250,000 shares of Stock, 489,667 of which were
authorized for issuance under the North American Galvanizing & Coatings, Inc.
1996 Stock Option Plan and would have remained authorized and available for
issuance under such plan if shares were issued under such plan on the effective
date of this Plan sufficient to satisfy all then outstanding grants under such
plan plus (b) the number of shares of Stock subject to grants under each
Preexisting Plan which are outstanding on the effective date of this Plan and
which are forfeited or expire on or after such effective date in accordance with
the terms of such grants; provided, however, only the shares of Stock described
in ss. 3.1(a) shall be issued in connection with the exercise of ISOs and
nothing in this Plan shall affect any grants under a Preexisting Plan which are
outstanding on the effective date of this Plan until such time, if any, that any
shares of Stock subject to such grants are forfeited or grants respecting any
shares of Stock expire on or after such effective date in accordance with the
terms of such grants.

     3.2 Source of Shares. The shares of Stock described in ss. 3.1 shall be
reserved to the extent that the Company deems appropriate from authorized but
unissued shares of Stock and from shares of Stock which have been reacquired by
the Company. All shares of Stock described in ss. 3.1 shall remain available for
issuance under this Plan until issued pursuant to the exercise of an Option or a
Stock Appreciation Right or issued pursuant to a Stock Grant, and any such
shares of stock which are issued pursuant to an Option, a Stock Appreciation
Right or a Stock Grant which are forfeited thereafter shall again become
available for issuance under this Plan. Finally, if the Option Price under an
Option is paid in whole or in part in shares of Stock or if shares of Stock are
tendered to the Company in satisfaction of any condition to a Stock Grant, such
shares

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thereafter shall become available for issuance under this Plan and shall be
treated the same as any other shares available for issuance under this Plan.

     3.3 Use of Proceeds. The proceeds which the Company receives from the sale
of any shares of Stock under this Plan shall be used for general corporate
purposes and shall be added to the general funds of the Company.

     3.4 Grant Limits. No Eligible Employee or Director in any calendar year
shall be granted an Option to purchase (subject to ss. 13) more than 100,000
shares of Stock or a Stock Appreciation Right based on the appreciation with
respect to (subject to ss. 13) more than 100,000 shares of Stock, and no Stock
Grant or Stock Unit Grant shall be made to any Eligible Employee or Director in
any calendar year where the Fair Market Value of the Stock subject to such grant
on the date of the grant exceeds $100,000; provided, however, that this limit
shall not apply to a Stock Unit Grant made pursuant to the Director Stock Unit
Program. No more than 100,000 non-forfeitable shares of Stock shall (subject to
ss. 13) be issued pursuant to Stock Grants or Stock Unit Grants under ss. 9;
provided, however, that no non-forfeitable shares of Stock issued pursuant to
Stock Unit Grants under the Director Stock Unit Program shall be counted in
determining whether this 100,000 share limitation has been reached.

     3.5 Preexisting Plan. No grants shall be made under any Preexisting Plan on
or after the date this Plan becomes effective.

                                     ss. 4
                                 EFFECTIVE DATE

The effective date of this Plan shall be the date the shareholders of the
Company (acting at a duly called meeting of such shareholders) approve the
adoption of this Plan.

                                     ss. 5
                                    COMMITTEE

This Plan shall be administered by the Committee. The Committee acting in its
absolute discretion shall exercise such powers and take such action as expressly
called for under this Plan and, further, the Committee shall have the power to
interpret this Plan and (subject to ss. 14 and ss. 15 and Rule 16b-3) to take
such other action in the

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administration and operation of this Plan as the Committee deems equitable under
the circumstances, which action shall be binding on the Company, on each
affected Eligible Employee or Director and on each other person directly or
indirectly affected by such action. Furthermore, the Committee as a condition to
making any grant under this Plan to any Eligible Employee or Director shall have
the right to require him or her to execute an agreement which makes the Eligible
Employee or Director subject to non-competition provisions and other restrictive
covenants which run in favor of the Company.

                                     ss. 6
                        ELIGIBILITY AND ANNUAL GRANT CAPS

Only Eligible Employees who are employed by the Company or a Subsidiary or
Parent shall be eligible for the grant of ISOs under this Plan. All Eligible
Employees and Directors shall be eligible for the grant of Non-ISOs and Stock
Appreciation Rights and for Stock Grants and Stock Unit Grants under this Plan.

                                     ss. 7
                                     OPTIONS

     7.1 Committee Action. The Committee acting in its absolute discretion shall
have the right to grant Options to Eligible Employees and to Directors under
this Plan from time to time to purchase shares of Stock, but the Committee shall
not, absent the approval of the Company's shareholders, take any action, whether
through amendment, cancellation, replacement grants, or any other means, to
reduce the Option Price of any outstanding Options. Each grant of an Option to a
Eligible Employee or Director shall be evidenced by an Option Certificate, and
each Option Certificate shall set forth whether the Option is an ISO or a
Non-ISO and shall set forth such other terms and conditions of such grant as the
Committee acting in its absolute discretion deems consistent with the terms of
this Plan; however, (a) if the Committee grants an ISO and a Non-ISO to a
Eligible Employee on the same date, the right of the Eligible Employee to
exercise the ISO shall not be conditioned on his or her failure to exercise the
Non-ISO and (b) if the only condition to exercise of the Option is the
completion of a period of service, such period of service shall be no less than
the one (1) year period which starts on the date as of which the Option is
granted, unless the Committee determines that a shorter period of service (or no
period of service) better serves the Company's interest.

     7.2 $100,000 Limit. No Option shall be treated as an ISO to the extent that
the aggregate Fair Market Value of the Stock subject to the Option which would
first become exercisable in any calendar year exceeds $100,000. Any such excess
shall instead automatically be treated as a Non-ISO. The Committee shall

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interpret and administer the ISO limitation set forth in this ss. 7.2 in
accordance with ss. 422(d) of the Code, and the Committee shall treat this ss.
7.2 as in effect only for those periods for which ss. 422(d) of the Code is in
effect.

     7.3 Option Price. The Option Price for each share of Stock subject to an
Option shall be no less than the Fair Market Value of a share of Stock on the
date the Option is granted; provided, however, if the Option is an ISO granted
to an Eligible Employee who is a Ten Percent Shareholder, the Option Price for
each share of Stock subject to such ISO shall be no less than 110% of the Fair
Market Value of a share of Stock on the date such ISO is granted.

     7.4 Payment. The Option Price shall be payable in full upon the exercise of
any Option and, at the discretion of the Committee, an Option Certificate can
provide for the payment of the Option Price either in cash, by check or in Stock
which has been held for at least 6 months and which is acceptable to the
Committee, or through any cashless exercise procedure which is effected by an
unrelated broker through a sale of Stock in the open market and which is
acceptable to the Committee, or in any combination of such forms of payment. Any
payment made in Stock shall be treated as equal to the Fair Market Value of such
Stock on the date the certificate for such Stock (or proper evidence of such
certificate) is presented to the Committee or its delegate in such form as
acceptable to the Committee.

     7.5 Exercise.

          (a)  Exercise Period. Each Option granted under this Plan shall be
               exercisable in whole or in part at such time or times as set
               forth in the related Option Certificate, but no Option
               Certificate shall make an Option exercisable on or after the
               earlier of

               (1)  the date which is the fifth anniversary of the date the
                    Option is granted, if the Option is an ISO and the Eligible
                    Employee is a Ten Percent Shareholder on the date the Option
                    is granted, or

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               (2)  the date which is the tenth anniversary of the date the
                    Option is granted, if the Option is (a) a Non-ISO or (b) an
                    ISO which is granted to an Eligible Employee who is not a
                    Ten Percent Shareholder on the date the Option is granted.

          (b)  Termination of Status as Eligible Employee or Director. Subject
               to ss. 7.5(a), an Option Certificate may provide for the exercise
               of an Option after an Eligible Employee's or a Director's status
               as such has terminated for any reason whatsoever, including death
               or disability.

     7.6 Compliance With Section 409A of the Code. The Options granted under
this Plan are intended to be non-statutory stock options or incentive stock
options that do not provide for a deferral of compensation within the meaning of
Section 409A of the Code, and all the provisions of this Plan shall be construed
accordingly. As provided in Section 7.3, the Option Price shall never be less
than the Fair Market Value of a share of Stock on the date the Option is
granted. The transfer or exercise of non-statutory options will be subject to
taxation under Section 83 of the Code. The Option will not include any feature
for the deferral of compensation beyond the date the Option is exercised or
disposed of or the date the Stock acquired pursuant to the exercise of the
Option first becomes substantially vested within the meaning of Section 83 of
the Code. Upon exercising the Option, the Option holder will receive the Stock
subject to the Option or payment for the stock as soon as practicable but in any
event on or before the end of the taxable year in which the Option is exercised
or on or before the 15th day of the third month following the date of exercise,
if later. No modification of the Option shall be allowed if the resulting Option
would provide for a deferral of compensation within the meaning of Section 409A
of the Code. No Option holder will be entitled to received dividends on the
Stock subject to an Option unless the right to dividends is explicitly set forth
in a separate agreement.

                                     ss. 8

                            STOCK APPRECIATION RIGHTS

     8.1 Committee Action. The Committee acting in its absolute discretion shall
have the right to grant Stock Appreciation Rights to Eligible Employees and to
Directors under this Plan from time to time, and each

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Stock Appreciation Right grant shall be evidenced by a Stock Appreciation Right
Certificate or, if such Stock Appreciation Right is granted as part of an
Option, shall be evidenced by the Option Certificate for the related Option.

     8.2 Terms and Conditions.

          (a)  Stock Appreciation Right Certificate. If a Stock Appreciation
               Right is granted independent of an Option, such Stock
               Appreciation Right shall be evidenced by a Stock Appreciation
               Right Certificate, and such certificate shall set forth the
               number of shares of Stock on which the Eligible Employee's or
               Director's right to appreciation shall be based and the SAR Value
               of each share of Stock. Such SAR Value shall be no less than the
               Fair Market Value of a share of Stock on the date that the Stock
               Appreciation Right is granted. The Stock Appreciation Right
               Certificate shall set forth such other terms and conditions for
               the exercise of the Stock Appreciation Right as the Committee
               deems appropriate under the circumstances, but no Stock
               Appreciation Right Certificate shall make a Stock Appreciation
               Right exercisable on or after the date which is the tenth
               anniversary of the date such Stock Appreciation Right is granted.

          (b)  Option Certificate. If a Stock Appreciation Right is granted
               together with an Option, such Stock Appreciation Right shall be
               evidenced by an Option Certificate, the number of shares of Stock
               on which the Eligible Employee's or Director's right to
               appreciation shall be based shall be the same as the number of
               shares of Stock subject to the related Option, and the SAR Value
               for each such share of Stock shall be no less than the Option
               Price under the related Option. Each such Option Certificate
               shall provide that the exercise of the Stock Appreciation Right
               with respect to any share of Stock shall cancel the Eligible
               Employee's or Director's right to exercise his or her Option with
               respect to such share and, conversely, that the exercise of the
               Option with respect to any share of Stock shall cancel the
               Eligible Employee's or Director's right to exercise his or her
               Stock Appreciation Right with respect to

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               such share. A Stock Appreciation Right which is granted as part
               of an Option shall be exercisable only while the related Option
               is exercisable. The Option Certificate shall set forth such other
               terms and conditions for the exercise of the Stock Appreciation
               Right as the Committee deems appropriate under the circumstances.

          (c)  Minimum Period of Service. If the only condition to exercise of a
               Stock Appreciation Right is the completion of a period of
               service, such period of service shall be no less than the one (1)
               year period which starts on the date as of which the Stock
               Appreciation Right is granted, unless the Committee determines
               that a shorter period of service (or no period of service) better
               serves the Company's interest.

     8.3 Exercise. A Stock Appreciation Right shall be exercisable only when the
Fair Market Value of a share of Stock on which the right to appreciation is
based exceeds the SAR Value for such share, and the payment due on exercise
shall be based on such excess with respect to the number of shares of Stock to
which the exercise relates. An Eligible Employee or Director upon the exercise
of his or her Stock Appreciation Right shall receive a payment from the Company
in cash or in Stock issued under this Plan, or in a combination of cash and
Stock, and the number of shares of Stock issued shall be based on the Fair
Market Value of a share of Stock on the date the Stock Appreciation Right is
exercised. The Committee acting in its absolute discretion shall have the right
to determine the form and time of any payment under this ss. 8.3.

     8.4 Compliance With Section 409A of the Code. The Stock Appreciation Rights
granted under this Plan are intended to be stock appreciation rights that do not
provide for a deferral of compensation within the meaning of Section 409A of the
Code, and all the provisions of this Plan shall be construed accordingly.
Compensation payable under the Stock Appreciation Right cannot, therefore, be
greater than the difference between the Fair Market Value of the Stock on the
date of grant and the Fair Market Value of the Stock on the date the Stock
Appreciation Right is exercised with respect to a number of shares of Stock
fixed on or before the date the Stock Appreciation right is granted. As provided
in Section 8.2, the SAR Value of each share of Stock subject to a Stock
Appreciation Right shall never be less than the Fair Market Value of a share of
Stock on

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the date the Stock Appreciation Right is granted. The Stock Appreciation Right
will not include any feature for the deferral of compensation beyond the date
the Stock Appreciation Right is exercised. Upon exercising the Stock
Appreciation Right, the holder will receive payment pursuant to the right as
soon as practicable but in any event on or before the end of the taxable year in
which the Stock Appreciation Right is exercised or on or before the 15th day of
the third month following the date of exercise, if later. No modification of the
Stock Appreciation Right shall be allowed if the resulting Stock Appreciation
Right would provide for a deferral of compensation within the meaning of Section
409A of the Code. No Stock Appreciation Right holder will be entitled to receive
dividends on the Stock subject to a Stock Appreciation Right unless the right to
dividends is explicitly set forth in a separate arrangement.

                                     ss. 9

                                  STOCK GRANTS

     9.1 Committee Action. The Committee acting in its absolute discretion shall
have the right to make Stock Grants and Stock Unit Grants to Eligible Employees
and to Directors. Each Stock Grant and each Stock Unit Grant shall be evidenced
by a Stock Grant Certificate, and each Stock Grant Certificate shall set forth
the conditions, if any, under which Stock will be issued under the Stock Grant
or the Stock Unit Grant and the conditions under which the Eligible Employee's
or Director's interest in any Stock which has been or may be issued under a
Stock Grant will become non-forfeitable.

     9.2 Conditions.

          (a)  Conditions to Issuance of Stock. The Committee acting in its
               absolute discretion may make the issuance of Stock under a Stock
               Grant or Stock Unit Grant subject to the satisfaction of one, or
               more than one, condition which the Committee deems appropriate
               under the circumstances for Eligible Employees or Directors
               generally or for an Eligible Employee or a Director in
               particular, and the related Stock Grant Certificate shall set
               forth each such condition and the deadline for satisfying each
               such condition. Stock subject to a Stock Grant or Stock Unit
               Grant shall be issued in the name of an Eligible Employee or
               Director only after

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<PAGE>

               each such condition, if any, has been timely satisfied, and any
               Stock which is issued under a Stock Grant shall be held by the
               Company pending the satisfaction of the forfeiture conditions, if
               any, under ss. 9.2(b) for the related Stock Grant.

          (b)  Conditions on Forfeiture of Stock. The Committee acting in its
               absolute discretion may make any Stock issued in the name of an
               Eligible Employee or Director under a Stock Grant non-forfeitable
               subject to the satisfaction of one, or more than one, objective
               employment, performance or other condition that the Committee
               acting in its absolute discretion deems appropriate under the
               circumstances for Eligible Employees or Directors generally or
               for an Eligible Employee or a Director in particular, and the
               related Stock Grant Certificate shall set forth each such
               condition, if any, and the deadline, if any, for satisfying each
               such condition. An Eligible Employee's or a Director's
               non-forfeitable interest in the shares of Stock underlying a
               Stock Grant shall depend on the extent to which he or she timely
               satisfies each such condition. Each share of Stock underlying a
               Stock Grant shall not be available under ss. 3 after such grant
               is effective until such time, if any, as such share thereafter is
               forfeited as a result of a failure to timely satisfy a forfeiture
               condition, in which event such share of Stock shall again become
               available under ss. 3 as of the date of such forfeiture. Finally,
               the Company shall have the right to require an Eligible Employee
               or Director to sign an irrevocable stock power in favor of the
               Company with respect to forfeitable shares of Stock issued under
               this ss. 9.2(b) in order for the Company to effect a forfeiture
               in accordance with this ss. 9.2(b).

          (c)  Minimum Period of Service. If the only condition to the
               forfeiture of a Stock Grant or a Stock Unit Grant is the
               completion of a period of service, such period of service shall
               be no less than the three (3) year period which starts on the
               date as of which the Stock Grant or Stock Unit Grant is made,
               unless the Committee determines that a shorter period of service
               (or no period of service) better serves the Company's interest.

     9.3 Dividends, Voting Rights and Creditor Status.

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<PAGE>

          (a)  Cash Dividends. Except as otherwise set forth in a Stock Grant,
               if a dividend is paid in cash on a share of Stock after such
               Stock has been issued under a Stock Grant but before the first
               date that an Eligible Employee's or a Director's interest in such
               Stock (1) is forfeited completely or (2) becomes completely
               non-forfeitable, the Company shall pay such cash dividend
               directly to such Eligible Employee or Director.

          (b)  Stock Dividends. If a dividend is paid on a share of Stock in
               Stock after such Stock has been issued under a Stock Grant but
               before the first date that an Eligible Employee's or a Director's
               interest in such Stock (1) is forfeited completely or (2) becomes
               completely non-forfeitable, the Company shall hold such dividend
               Stock subject to the same conditions under ss. 9.2(b) as the
               related Stock Grant.

          (c)  Other. If a dividend (other than a dividend described in ss.
               9.3(a) or ss. 9.3(b)) is paid with respect to a share of Stock
               after such Stock has been issued under a Stock Grant but before
               the first date that an Eligible Employee's or a Director's
               interest in such Stock (1) is forfeited completely or (2) becomes
               completely non-forfeitable, the Company shall distribute or hold
               such dividend in accordance with such rules as the Committee
               shall adopt with respect to each such dividend.

          (d)  Voting. Except as otherwise set forth in a Stock Grant, an
               Eligible Employee or a Director shall have the right to vote the
               Stock issued under his or her Stock Grant during the period which
               comes after such Stock has been issued under a Stock Grant but
               before the first date that an Eligible Employee's or Director's
               interest in such Stock (1) is forfeited completely or (2) becomes
               completely non-forfeitable.

          (e)  General Creditor Status. An Eligible Employee and a Director to
               whom a Stock Unit grant is made shall be no more than a general
               and unsecured creditor of the Company with respect to any cash
               payable under such Stock Unit Grant.

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<PAGE>

     9.4 Satisfaction of Forfeiture Conditions. A share of Stock shall cease to
be subject to a Stock Grant at such time as an Eligible Employee's or a
Director's interest in such Stock becomes non-forfeitable under this Plan, and
the certificate or other evidence of ownership representing such share shall be
transferred to the Eligible Employee or Director as soon as practicable
thereafter.

     9.5 Income Tax Deduction.

          (a)  General. The Committee shall (where the Committee under the
               circumstances deems in the Company's best interest) make Stock
               Grants and Stock Unit Grants to Eligible Employees either (1)
               subject to at least one condition related to one, or more than
               one, performance goal based on the performance goals described in
               ss. 9.5(b) which seems likely to result in the Stock Grant or
               Stock Unit Grant qualifying as "performance-based compensation"
               under ss. 162(m) of the Code or (2) under such other
               circumstances as the Committee deems likely to result in an
               income tax deduction for the Company with respect such Stock
               Grant or Stock Unit Grant. A performance goal may be set in any
               manner determined by the Committee, including looking to
               achievement on an absolute or relative basis in relation to peer
               groups or indexes.

          (b)  Performance Goals. A performance goal is described in this ss.
               9.5(b) if such goal relates to (1) the Company's return over
               capital costs or increases in return over capital costs, (2) the
               Company's total earnings or the growth in such earnings, (3) the
               Company's consolidated earnings or the growth in such earnings,
               (4) the Company's earnings per share or the growth in such
               earnings, (5) the Company's net earnings or the growth in such
               earnings, (6) the Company's earnings before interest expense,
               taxes, depreciation, amortization and other non-cash items or the
               growth in such earnings, (7) the Company's earnings before
               interest and taxes or the growth in such earnings, (8) the
               Company's consolidated net income or the growth in such income,
               (9) the value of the Company's common stock or the growth in such
               value, (10) the Company's stock price or the growth in such
               price, (11) the Company's return on assets or the growth on such
               return, (12) the Company's cash flow or the growth in such

                                       17
<PAGE>

               cash flow, (13) the Company's total shareholder return or the
               growth in such return, (14) the Company's expenses or the
               reduction of such expenses, (15) the Company's sales growth, (16)
               the Company's overhead ratios or changes in such ratios, (17) the
               Company's expense-to-sales ratios or the changes in such ratios,
               or (18) the Company's economic value added or changes in such
               value added.

          (c)  Adjustments. In setting performance goals, the Committee may
               exclude from consideration before the performance period begins
               any or all "extraordinary items" as determined under U.S.
               generally accepted accounting principles and any other unusual or
               non-recurring items, including, without limitation, the charges
               or costs associated with restructurings of the Company,
               discontinued operations, and the cumulative effects of accounting
               changes. Payment of a Stock Grant or a Stock Unit Grant shall not
               be conditioned upon the attainment of a performance goal unless
               the failure to obtain the goal presents a substantial risk of
               forfeiture within the meaning of the regulations under Section
               409A of the Code.

     9.6 Director Stock Unit Program. The Company at the direction of the
Committee may establish a revocable "rabbi trust" which is a part of this Plan
and the Director Stock Unit Program and transfer a number of shares of Stock to
the trustee of such trust which matches the number of Stock Unit Grants made
pursuant to the Director Stock Unit Program if a determination is made that such
transfers will minimize or eliminate the adverse financial accounting
consequences, if any, to the Company as a result of Stock Unit Grants made
pursuant to the Director Stock Unit Program.

     9.7 Compliance with Section 409A of the Code. It is intended that the Stock
Grants and Stock Units Grants under this Plan shall not provide for a deferral
of compensation within the meaning of Section 409A of the Code, and all the
provisions of this Plan shall be construed accordingly. If the Stock Grant or
Stock Unit Grant is

                                       18
<PAGE>

not subject to a substantial risk of forfeiture, as that term is defined in the
regulations under Section 409A, the Stock or cash shall be paid as soon as
practicable after the grant is made but in any event on or before March 15th of
the year following the year in which the grant is made. If the Stock Grant or
Stock Unit Grant is subject to a substantial risk of forfeiture, as that term is
defined in the regulations under section 409A, the Stock or cash shall be paid
as soon as practicable after the forfeiture conditions are satisfied but in any
event on or before March 15 of the following year. Notwithstanding the
foregoing, a payment of Stock or cash will be delayed if the Company reasonably
anticipates that the Company's income tax deductions with respect to the payment
will be limited by Section 162(m) of the Code. Any payment so delayed will be
made at the earliest date at which the Company reasonably anticipates the
deduction of the payment will not be limited or the calendar year in which the
Eligible Employee or Director separates from service. In addition, a payment of
Stock or cash will be delayed if the Company reasonably anticipates that the
making of the payment will violate a term of a loan agreement to which the
Company is a party, or other similar contract to which the Company is a party if
such violation will cause material harm to the Company. Any payment so delayed
will be made at the earliest date at which the Company reasonably anticipates
that the payment will not cause such violation or that the violation will not
cause material harm to the Company. In addition, a payment of Stock or cash will
be delayed if the Company reasonably anticipates that the payment will violate
Federal securities laws or other applicable law. Any payment so delayed will be
paid at the earliest date at which the Company reasonably anticipates that the
payment will not cause such a violation. Finally, the Company may delay a
payment upon such other events and conditions as the Internal Revenue Service
may prescribe in generally applicable guidance. No modification of the Stock
Grant or Stock Unit Grant shall be allowed if the resulting Stock Grant or Stock
Unit Grant would provide for a deferral of compensation within the meaning of
Section 409A of the Code.

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<PAGE>

                                     ss. 10
                               NON-TRANSFERABILITY

No Option, Stock Grant, Stock Unit Grant or Stock Appreciation Right shall
(absent the Committee's consent) be transferable by an Eligible Employee or a
Director other than by will or by the laws of descent and distribution, and any
Option or Stock Appreciation Right shall (absent the Committee's consent) be
exercisable during a Eligible Employee's or Director's lifetime only by the
Eligible Employee or Director. The person or persons to whom an Option or Stock
Grant or Stock Unit Grant or Stock Appreciation Right is transferred by will or
by the laws of descent and distribution (or with the Committee's consent)
thereafter shall be treated as the Eligible Employee or Director.

                                     ss. 11
                             SECURITIES REGISTRATION

As a condition to the receipt of shares of Stock under this Plan, the Eligible
Employee or Director shall, if so requested by the Company, agree to hold such
shares of Stock for investment and not with a view of resale or distribution to
the public and, if so requested by the Company, shall deliver to the Company a
written statement satisfactory to the Company to that effect. Furthermore, if so
requested by the Company, the Eligible Employee or Director shall make a written
representation to the Company that he or she will not sell or offer for sale any
of such Stock unless a registration statement shall be in effect with respect to
such Stock under the 1933 Act and any applicable state securities law or he or
she shall have furnished to the Company an opinion in form and substance
satisfactory to the Company of legal counsel satisfactory to the Company that
such registration is not required. Certificates or other evidence of ownership
representing the Stock transferred upon the exercise of an Option or Stock
Appreciation Right or upon the lapse of the forfeiture conditions, if any, on
any Stock Grant may at the discretion of the Company bear a legend to the effect
that such Stock has not been registered under the 1933 Act or any applicable
state securities law and that such Stock cannot be sold or offered for sale in
the absence of an effective registration statement as to such Stock under the
1933 Act and any applicable state securities law or an opinion in form and
substance satisfactory to the Company of legal counsel satisfactory to the
Company that such registration is not required.

                                     ss. 12
                                  LIFE OF PLAN

No Option or Stock Appreciation Right shall be granted or Stock Grant or Stock
Unit Grant made under this Plan on or after the earlier of:

               (1)  the tenth anniversary of the effective date of this Plan (as
                    determined under ss. 4), in which event this Plan otherwise
                    thereafter shall continue in effect until all outstanding
                    Options and Stock Appreciation Rights have been exercised in
                    full or no longer are exercisable and all Stock issued under
                    any Stock Grants under this Plan have been forfeited or have
                    become non-forfeitable, or

               (2)  the date on which all of the Stock reserved under ss. 3 has
                    (as a result of the exercise of Options or Stock
                    Appreciation Rights granted under this Plan or the
                    satisfaction of the forfeiture conditions, if any, on Stock
                    Grants) been issued or no longer is

                                       20
<PAGE>

                    available for use under this Plan, in which event this Plan
                    also shall terminate on such date.

                                     ss. 13
                                   ADJUSTMENT

     13.1 Capital Structure. The number, kind or class (or any combination
thereof) of shares of Stock reserved under ss. 3, the grant caps described in
ss. 3, the number, kind or class (or any combination thereof) of shares of Stock
subject to Options or Stock Appreciation Rights granted under this Plan and the
Option Price of such Options and the SAR Value of such Stock Appreciation Rights
as well as the number, kind or class (or any combination thereof) of shares of
Stock subject to Stock Grants or Stock Unit Grants made under this Plan shall be
adjusted by the Committee in an equitable manner to reflect any equity
restructuring or change in the capitalization of the Company, including, but not
limited to, spin offs, stock dividends, large non-reoccurring dividends, rights
offerings or stock splits.

     13.2 Transactions Described in ss. 424. The Committee as part of any
corporate transaction described in ss. 424(a) of the Code shall have the right
to adjust (in any manner which the Committee in its discretion deems consistent
with ss. 424(a) of the Code) the number, kind or class (or any combination
thereof) of shares of Stock reserved under ss. 3 and the annual grant caps
described in ss. 3. Furthermore, the Committee as part of any corporate
transaction described in ss. 424(a) of the Code shall have the right to adjust
(in any manner which the Committee in its discretion deems consistent with ss.
424(a) of the Code) the number, kind or class (or any combination thereof) of
shares of Stock subject to any outstanding Stock Grants or Stock Unit Grants
under this Plan and any related grant conditions and forfeiture conditions, and
the number, kind or class (or any combination thereof) of shares subject to
Option and Stock Appreciation Right grants previously made under this Plan and
the related Option Price and SAR Value for each such Option and Stock
Appreciation Right, and, further, shall have the right (in any manner which the
Committee in its discretion deems consistent with ss. 424(a) of the Code and
without regard to the annual grant caps described in ss. 3 of this Plan) to make
any Stock Grants and Option and Stock Appreciation Right grants to effect the
assumption of, or the substitution for, stock grants, stock unit grants and
option and stock appreciation right grants previously made by any other
corporation to the

                                       21
<PAGE>

extent that such corporate transaction calls for s such substitution or
assumption of such stock grants, stock unit grants and stock option and stock
appreciation right grants.

     13.3 Fractional Shares. If any adjustment under this ss. 13 would create a
fractional share of Stock or a right to acquire a fractional share of Stock
under any Option, Stock Appreciation Right or Stock Grant, such fractional share
shall be disregarded and the number of shares of Stock reserved under this Plan
and the number subject to any Options or Stock Appreciation Right grants and
Stock Grants shall be the next lower number of shares of Stock, rounding all
fractions downward. An adjustment made under this ss. 13 by the Committee shall
be conclusive and binding on all affected persons.

     13.4 Compliance With Section 409A of the Code. Notwithstanding any other
provision in this Section 13, no adjustments shall be made in the provisions of
any award under this plan if the adjustment would cause the award to be subject
to the compensation deferral rules of Section 409A.

                                     ss. 14
                                CHANGE IN CONTROL

If there is a Change in Control of the Company, then as of the Change Effective
Date for such Change in Control any and all conditions to the exercise of all
outstanding Options and Stock Appreciation Rights on such date and any and all
outstanding issuance and forfeiture conditions on any Stock Grants and Stock
Unit Grants on such date automatically shall be deemed 100% satisfied as of such
Change Effective Date, and the Board shall have the right (to the extent
expressly required as part of such transaction) to cancel such Options, Stock
Appreciation Rights, Stock Grants and Stock Unit Grants after providing each
Eligible Employee and Director a reasonable period to exercise his or her
Options and Stock Appreciation Rights and to take such other action as necessary
or appropriate to receive the Stock subject to any Stock Grants and the cash
payable under any Stock Unit Grants; provided, if any issuance or forfeiture
condition described in this ss. 14 relates to satisfying any performance goal
and there is a target for such goal, such issuance or forfeiture condition shall
be deemed satisfied under this ss. 14 only to the extent of such target unless
such target has been exceeded before the Change Effective Date, in which event
such issuance or forfeiture condition shall be deemed satisfied to the extent
such target had been so exceeded.

                                     ss. 15
                            AMENDMENT OR TERMINATION

This Plan may be amended by the Board from time to time to the extent that the
Board deems necessary or appropriate; provided, however, (a) no amendment shall
be made absent the approval of the shareholders of the Company to the extent
such approval is required under applicable law or the rules of the stock
exchange on which shares of Stock are listed and (b) no amendment shall be made
to ss. 14 on or after the date of any Change in Control which might adversely
affect any rights which otherwise would vest on the related Change Effective
Date. The Board also may suspend granting Options or Stock Appreciation Rights
or making Stock Grants or Stock Unit Grants under this Plan at any time and may
terminate this Plan at any time; provided, however, the Board shall not have the
right unilaterally to modify, amend or cancel any Option or Stock Appreciation
Right granted or Stock

                                       22
<PAGE>

Grant made before such suspension or termination unless (1) the Eligible
Employee or Director consents in writing to such modification, amendment or
cancellation or (2) there is a dissolution or liquidation of the Company or a
transaction described in ss. 13.2 or ss. 14.

                                     ss. 16
                                  MISCELLANEOUS

     16.1 Shareholder Rights. No Eligible Employee or Director shall have any
rights as a shareholder of the Company as a result of the grant of an Option or
a Stock Appreciation Right pending the actual delivery of the Stock subject to
such Option or Stock Appreciation Right to such Eligible Employee or Director.
Subject to ss. 9.3, an Eligible Employee's or a Director's rights as a
shareholder in the shares of Stock underlying a Stock Grant which is effective
shall be set forth in the related Stock Grant Certificate.

     16.2 No Contract of Employment. The grant of an Option or a Stock
Appreciation Right or a Stock Grant or Stock Unit Grant to an Eligible Employee
or Director under this Plan shall not constitute a contract of employment or a
right to continue to serve on the Board and shall not confer on an Eligible
Employee or Director any rights upon his or her termination of employment or
service in addition to those rights, if any, expressly set forth in this Plan or
the related Option Certificate, Stock Appreciation Right Certificate, or Stock
Grant Certificate.

     16.3 Withholding. Each Option, Stock Appreciation Right, Stock Grant and
Stock Unit Grant shall be made subject to the condition that the Eligible
Employee or Director consents to whatever action the Committee directs to
satisfy the minimum statutory federal and state tax withholding requirements, if
any, which the Company determines are applicable to the exercise of such Option
or Stock Appreciation Right or to the satisfaction of any forfeiture conditions
with respect to Stock subject to a Stock Grant or Stock Unit Grant issued in the
name of the Eligible Employee or Director. No withholding shall be effected
under this Plan which exceeds the minimum statutory federal and state
withholding requirements.

     16.4 Construction. All references to sections (ss.) are to sections (ss.)
of this Plan unless otherwise indicated. This Plan shall be construed under the
laws of the State of Delaware. Each term set forth in ss. 2 shall, unless
otherwise stated, have the meaning set forth opposite such term for purposes of
this Plan and, for

                                       23
<PAGE>

purposes of such definitions, the singular shall include the plural and the
plural shall include the singular. Finally, if there is any conflict between the
terms of this Plan and the terms of any Option Certificate, Stock Appreciation
Right Certificate or Stock Grant Certificate, the terms of this Plan shall
control.

     16.5 Other Conditions. Each Option Certificate, Stock Appreciation Right
Certificate or Stock Grant Certificate may require that an Eligible Employee or
a Director (as a condition to the exercise of an Option or a Stock Appreciation
Right or the issuance of Stock subject to a Stock Grant) enter into any
agreement or make such representations prepared by the Company, including
(without limitation) any agreement which restricts the transfer of Stock
acquired pursuant to the exercise of an Option or a Stock Appreciation Right or
a Stock Grant or provides for the repurchase of such Stock by the Company.

     16.6 Rule 16b-3. The Committee shall have the right to amend any Option,
Stock Grant or Stock Appreciation Right to withhold or otherwise restrict the
transfer of any Stock or cash under this Plan to an Eligible Employee or
Director as the Committee deems appropriate in order to satisfy any condition or
requirement under Rule 16b-3 to the extent Rule 16 of the 1934 Act might be
applicable to such grant or transfer.

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

North American Galvanizing & Coatings, Inc.


                                       By:_/s/ Beth B. Hood, Secretary_________


                                       Date:_February 17, 2006 ______________







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