EXHIBIT 10.5
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                   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. 3.4 (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. 3.4(b) and the period described in ss. 3.4(c) . 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. 3.4(c).

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

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     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.

     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.

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     (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 for services performed in
                 any calendar year only if the election is delivered to NAGALV
                 before the beginning of the calendar year in which the services
                 are performed, and an election shall be effective only if made
                 on the form provided for this purpose.

           (2)   Special Rules. Each Outside Director may make an election under
                 ss. 3.3(b) or ss. 3.3(c) with respect to director fees payable
                 for services performed 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) shall be
                 effective for directors' fees 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 on the last date specified in this Program for making the
                 election.

     (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.

     3.4.  Deferral Periods.

     (a)   General. All deferrals under this Program shall be paid in the
           calendar year immediately following, and within 30 days after the end
           of, an Automatic Deferral Period or, if a Director so elects in
           accordance with this ss. 3.4, 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.

     (d)   Special Payment Rules.

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           (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 and, in
                 any event, may not exceed the amount allowable under Section
                 409A.

     (e)   Accelerated Payments. In general, a scheduled payment may not be
           accelerated, but the Committee may permit the following accelerated
           payments to the extent allowed under Section 1.409A-3 of the
           regulations under Section 409A:

           (1)   Divestiture. Payments necessary to comply with a certificate of
                 divestiture;

           (2)   FICA Payments. Payments necessary to pay the FICA Amount, as
                 defined in Section 1.409A-3 of the regulations under Section
                 409A of the Code and the income tax withholding related to the
                 FICA Amount;

           (3)   409A Tax Payments. Payments of deferred amounts that are
                 currently included in income as a result of a failure to comply
                 with the requirements of Section 409A of the Code.

           (4)   Domestic Relations Orders. Payments necessary to comply with
                 domestic relations orders, but this provision is not intended
                 to override or diminish the prohibitions and restrictions on
                 alienation of benefits contained elsewhere in this Program.


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     (f)   Delayed Payments. In general, a scheduled payment may not be delayed,
           but the payment will be delayed pursuant to Section 1.409A-2(b)(5) of
           the regulations under Section 409A under the following circumstances:

           (1)   Million Dollar Pay Cap. Payments will be delayed if NAGALV's
                 tax deduction for the payment would be limited or eliminated by
                 the application of Section 162(m) of the Code, provided that
                 payment of the deferred amount shall be made at the earliest
                 date when the tax deduction will not be limited or eliminated
                 or, if earlier, in the calendar year in which the Participant
                 separates from service.

           (2)   Loan Agreements. Payments will be delayed if the payment would
                 violate a term of a loan agreement or similar contract, and the
                 violation would cause material harm to NAGALV, provided that
                 the payment shall be made as soon as the payment would not
                 result in such a violation or cause such harm.

           (3)   Securities Laws. Payments will be delayed if the payment would
                 violate Federal securities law or other applicable law,
                 provided that the payment shall be made as soon as the payment
                 would not result in such a violation.

     3.5.  Payment. When any deferrals become payable at the end of a Deferral
Period or become payable under ss. 3.4(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.

     3.6. 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

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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.

                                      ss. 5

                            AMENDMENT AND TERMINATION

     5.1.  In General. 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. Except as otherwise permitted in this
Section 5 or Section 3.4(e) or as permitted by Section 409A and the regulations
or other IRS guidance, 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.

     5.2.  Termination After Change in Control. The Committee may terminate the
Program within 30 days preceding or 12 months following a Change of Control as
defined under any of the definitions of a Change of Control in Section 409A or
the regulations or other IRS guidance issued pursuant to Section 409A. In the
event of a termination associated with a Change of Control, Participant accounts
in this Program and all similar NAGALV programs shall be distributed in a lump
sum within 12 months following the termination.

     5.3.  Termination After Corporate Dissolution. The Committee may terminate
the Program within 12 months of a corporate dissolution taxed under Section 331
of the Code, or with the approval of a bankruptcy court pursuant to 11 U.S.C.
Section 503(b)(1)(A), provided that the amounts deferred under the Program are
distributed to the Program Participants and included in their taxable income
within the time limits specified for such terminations in the regulations under
Section 409A.

     5.4.  Termination of All Deferral Arrangements. NAGALV may terminate the
Program provided that all the following conditions are met: (a) NAGALV
terminates all of its deferral arrangements that would be aggregated with this
Program pursuant to Section 409A of the Code. (b) No payments of deferred
amounts are made within 12 months of the termination other than payments that
would otherwise be payable under the Program if the Program had not been
terminated. (c) Payments of all remaining Deferred Amounts are made within 24
months of the termination. (d) NAGALV does not adopt any new deferral
arrangement that would be aggregated with any terminated arrangement at any time
within five years following the date of termination.

                                      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


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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.

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


                                           North American Galvanizing &
                                           Coatings, Inc.



                                           By:    /s/ Beth B. Hood
                                                  -------------------------
                                           Date:  February 17, 2006













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