NORTH AMERICAN GALVANIZING & COATINGS INC
2004 INCENTIVE STOCK PLAN
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>exhibit10-1_13363.txt
<DESCRIPTION>2004 INCENTIVE STOCK PLAN
<TEXT>
                                                                    EXHIBIT 10.1
                                                                    ------------
















                   NORTH AMERICAN GALVANIZING & COATINGS, INC.

                            2004 INCENTIVE STOCK PLAN















<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

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


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

         2.1      Affiliate...................................................1
         2.2      Board.......................................................1
         2.3      Change Effective Date.......................................1
         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.................................4
         2.10     Eligible Employee...........................................4
         2.11     Fair Market Value...........................................5
         2.12     ISO.........................................................5
         2.13     1933 Act....................................................5
         2.14     1934 Act....................................................5
         2.15     Non-ISO.....................................................5
         2.16     Option......................................................5
         2.17     Option Certificate..........................................5
         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...................................................6
         2.24     Stock.......................................................6
         2.25     Stock Appreciation Right....................................6
         2.26     Stock Appreciation Right Certificate........................6
         2.27     Stock Grant.................................................7
         2.28     Stock Grant Certificate.....................................7
         2.29     Stock Unit Grant............................................7
         2.30     Subsidiary..................................................7
         2.31     Ten Percent Shareholder.....................................7

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

         3.1      Shares Reserved.............................................8
         3.2      Source of Shares............................................8
         3.3      Use of Proceeds.............................................9
         3.4      Grant Limits................................................9
         3.5      Preexisting Plan...........................................10

<PAGE>

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....................................................12
         7.5      Exercise...................................................13

ss. 8 STOCK APPRECIATION RIGHTS..............................................14

         8.1      Committee Action...........................................14
         8.2      Terms and Conditions.......................................14
         8.3      Exercise...................................................16

ss. 9. STOCK GRANTS..........................................................17

         9.1      Committee Action...........................................17
         9.2      Conditions.................................................17
         9.3      Dividends, Voting Rights and Creditor Status...............19
         9.4      Satisfaction of Forfeiture Conditions......................21
         9.5      Income Tax Deduction.......................................21
         9.6      Director Stock Unit Program................................23

ss. 10 NON-TRANSFERABILITY...................................................24


ss. 11 SECURITIES REGISTRATION...............................................24


ss. 12 LIFE OF PLAN..........................................................25


ss. 13 ADJUSTMENT............................................................26

         13.1     Capital Structure..........................................26
         13.2     Transactions Described in ss. 424..........................26
         13.3     Fractional Shares..........................................27

ss. 14 CHANGE IN CONTROL.....................................................28


ss. 15 AMENDMENT OR TERMINATION..............................................29

                                       ii
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ss. 16 MISCELLANEOUS.........................................................29

         16.1     Shareholder Rights.........................................29
         16.2     No Contract of Employment..................................30
         16.3     Withholding................................................30
         16.4     Construction...............................................31
         16.5     Other Conditions...........................................31
         16.6     Rule 16b-3.................................................31
































                                       iii
<PAGE>

                                     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.

                                      ss. 2
                                   DEFINITIONS
                                   -----------

     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".

<PAGE>

     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;

                  (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

                                        2
<PAGE>

                           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

                                        3
<PAGE>

                           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.

     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.

                                        4
<PAGE>

     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.

     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.

     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.

                                        5
<PAGE>

     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 ss. 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.

     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.

                                        6
<PAGE>

     2.27 Stock Grant -- means a grant under ss. 9 which is designed to result
in the issuance of the number of shares of Stock described in such grant rather
than a payment in cash based on the Fair Market Value of such shares of Stock.

     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 ss. 9 which shall be designed
to result in the payment of cash based on the Fair Market Value or average Fair
Market Value of the number of shares of Stock described in such grant rather
than in the issuance of the number of shares of Stock described in such grant
but which may at the discretion of the Committee result in the issuance of
shares of Stock (and cash in lieu of any fractional share) with respect to Stock
Unit Grants made pursuant to the Director Stock Unit Program.

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

     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.

                                        7
<PAGE>

                                      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

                                        8
<PAGE>

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 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.

                                        9
<PAGE>

     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 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.

                                       10
<PAGE>

                                      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

                                       11
<PAGE>

(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
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,

                                       12
<PAGE>

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

                                            (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

                                       13
<PAGE>

                                    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.

                                      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 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

                                       14
<PAGE>

                           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 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

                                       16
<PAGE>

                           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.

                                       16
<PAGE>

                                     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 cash will be paid under the Stock Unit Grant and the conditions under which
the Eligible Employee's or Director's interest in any Stock which has been
issued 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 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
                           shall be issued in the name of an Eligible Employee
                           or Director only after each such condition, if any,
                           has been timely satisfied, and any Stock which is so
                           issued shall be held by the

                                       17
<PAGE>

                           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 or Cash Payment.
                           The Committee acting in its absolute discretion may
                           make any cash payment due under a Stock Unit Grant or
                           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 or
                           the cash payable under a Stock Unit 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

                                       18
<PAGE>

                           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.

                  (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

                                       19
<PAGE>

                           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

                                       20
<PAGE>

                           and unsecured creditor of the Company with respect to
                           any cash payable under such Stock Unit Grant.

     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.

                                       21
<PAGE>

                  (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 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.

                                       22
<PAGE>

                  (c)      Adjustments. When the Committee determines whether a
                           performance goal has been satisfied for any period,
                           the Committee may exclude 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. The
                           Committee may also adjust any performance goal for a
                           period as it deems equitable in recognition of
                           unusual or non-recurring events affecting the
                           Company, changes in applicable tax laws or accounting
                           principles, or such other factors as the Committee
                           may determine (including, without limitation, any
                           adjustments that would result in the Company's paying
                           non-deductible compensation to an Eligible Employee).

     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

                                       23
<PAGE>

consequences, if any, to the Company as a result of Stock Unit Grants made
pursuant to the Director Stock Unit Program.

                                     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

                                       24
<PAGE>

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

                                       25
<PAGE>

                                    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
                                    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

                                       26
<PAGE>

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 extent
that such corporate transaction calls for 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

                                       27
<PAGE>

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.

                                     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

                                       28
<PAGE>

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 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

                                       29
<PAGE>

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.

                                       30
<PAGE>

     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 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.

                                       31
<PAGE>

     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/ Paul R. Chastain
                                                Date: July 21, 2004
















                                       32
</TEXT>
</DOCUMENT>
