AZZ (AZZ) 8-K Entry into a Material Definitive Agreement

EXHIBIT 10.2

INDEPENDENT DIRECTOR COMPENSATION PLAN

• COMENCING IN FY06 AND CONTINUING UNTIL REPLACED AND/OR MODIFIED BY THE BOARD.

• REPLACES ALL PREVIOUS INDEPENDENT DIRECTOR COMPENSATION PLANS AND/OR RESOLUTIONS.

CASH COMPENSATION

• ANNUAL RETAINER

• $ 10,800¹

• BOARD MEETING FEES

$ 1,500 PER MEETING

• COMMITTEE FEES

SEE ATTACHMENT B

EQUITY COMPENSATION

• SAR’S² (or equivalent) valued @ $15,000

• STOCK GRANT – 1,000 SHARES

AUDIT COMMITTEE:

Chair compensation - $ 3,000 annually

Meeting compensation - $ 1,500 per meeting

COMPENSATION COMMITTEE:

Chair compensation - $ 1,500 annually

Meeting compensation - $ 1,000 per meeting

NOMINATING AND GOVERNANCE

Chair compensation - $ 1,500 annually

Meeting compensation - $ 1,000 per meeting

¹ Chairman’s annual retainer is $ 60,000.

² The Compensation committee will recommend to the board each year the exact for of this component. For FY06 it is cash settled SAR’s.