NORTH AMERICAN GALVANIZING & COATINGS, INC. 2009 INCENTIVE STOCK PLAN

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TABLE OF CONTENTS

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The purpose of this Plan is to promote the interests of North American Galvanizing & Coatings, Inc., (the “Company”) by authorizing the Committee to grant Options and Stock Appreciation Rights and to make Stock Grants to Key Employees and Directors and to make Stock Unit Grants to Directors in order (1) to attract and retain Key Employees and Directors, (2) to provide an additional incentive to each Key Employee and Director to work to increase the Stock value, (3) to provide each Key Employee and Director with a stake in the future of the Company which corresponds to the stake of each of the Company’s shareholders, and (4) to tie each Director’s compensation to the long-term Stock value.  This Plan document contains various amendments approved by the Board after the Plan was approved by the shareholders July 29, 2009.  The shareholder-approved Plan replaced and superseded the North American Galvanizing & Coatings, Inc., 2004 Stock Incentive Plan, as amended.  This amended and restated Plan document also incorporates and supersedes the North American Galvanizing & Coatings, Inc., Director Stock Unit Program that was adopted in connection with the adoption of the 2004 Incentive Stock Plan July 21, 2004.  This amended and restated Plan document is effective as of October 1, 2009 and supersedes all previous versions of the Plan and the Director Stock Unit Program.

2.1   Account - means 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 Plan, the adjustments to such credits and any distributions related to such Account.

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

2.3   Automatic Deferral Period - means the period described in § 10.4(b).

2.4   Beneficiary - means 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.

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

2.6   Certificate - means, as applicable, an Option Certificate, a Stock Appreciation Right Certificate or a Stock Grant Certificate.

2.7   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”.

2.8   Change in Control - means any one of the following events or transactions:  

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

2.10   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 § 162(m) of the Code.

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

2.12   Deferral Period - means the period described in § 10.4(b) and the period described in § 10.4(c).

2.13   Director - means any member of the Board.

2.14   Elective Deferral Period - means the period described in § 10.4(c).

2.15   Fair Market Value - means either (a) the NASDAQ Official Closing Price for the applicable date or (b) if the NASDAQ Official Closing Price is not available for the applicable date, the NASDAQ Official Closing Price for the immediately preceding business day or (c) if no such NASDAQ Official Closing Price quotation is available,

(c) the current fair market value of a share of Stock that the Committee acting in good faith determines through the reasonable application of a reasonable valuation method which takes into consideration in applying its methodology all available information material to the value of the Company, considering factors including (as applicable) (1) the value of the Company’s tangible and intangible assets, (2) the present value of the Company’s anticipated future cash-flows, (3) the market value of equity interests in similar companies engaged in trades or businesses substantially similar to those engaged in by the Company, the value of which can be readily determined through nondiscretionary, objective means (such as through trading prices on an established securities market or an amount paid in an arms-length private transaction), (4) recent arm’s length transactions involving the sale or transfer of shares of Stock, and (5) other relevant factors such as control premiums or discounts for lack of marketability and whether the valuation method is used for other purposes that have a material economic effect on the Company, the holders of Stock or the Company’s creditors.

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

2.17   Inside Director - means a member of the Board who is an employee of the Company or a Parent or Subsidiary or Affiliate .  

2.18   Key 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.

2.10  NASDAQ Official Closing Price - means the price of a share of Stock as determined using the NASDAQ process for identifying the NASDAQ market-specific closing price for NASDAQ-listed issues.

2.19   1933 Act - means the Securities Act of 1933, as amended.

2.20   1934 Act - means the Securities Exchange Act of 1934, as amended.

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

2.22   Option - means an ISO or a Non-ISO which is granted under § 7.

2.23   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.

2.24   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.

2.25   Outside Director - means a member of the Board who is not an employee of the Company or a Parent or Subsidiary or Affiliate.

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

2.27   Plan - means this North American Galvanizing & Coatings, Inc. 2009 Incentive Stock Plan as effective as of the date approved by the shareholders of the Company and as amended from time to time thereafter.

2.28   Preexisting Plan - means the North American Galvanizing & Coatings, Inc. 2004 Incentive Stock Plan, as such plan has been amended from time to time up to the date this Plan is effective.

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

2.30   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 § 8.

2.31   Stock - means the $0.10 par value common stock of the Company.

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

2.33   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.

2.34   Stock Grant - means a grant under § 9 which is designed to result in the issuance of the number of shares of Stock described in such grant.

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

2.36   Stock Unit Grant - means a grant under § 10 which shall be designed to result in the issuance of whole shares of Stock and cash in lieu of any fractional share (based on the average Fair Market Value of a share of Stock over the 10 trading days immediately before the date of the issuance of such Stock).

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

2.38   Ten Percent Shareholder - means a person who owns (after taking into account the attribution rules of § 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.

3.1   Shares Reserved .  There shall (subject to § 14) be reserved for issuance under this Plan (a) 2,500,000  shares of Stock plus (b) the 124,898 shares of Stock which would remain available for issuance under the Preexisting Plan if shares were issued on August 1, 2009, the effective date of this Plan, sufficient to satisfy grants then outstanding under such plan and the North American Galvanizing & Coatings, Inc. Director Stock Unit Program plus (c) the number of shares of Stock subject to grants under the 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 or are cancelled; provided, however, (d) no more than the number of shares of Stock described in § 3.1(a) and § 3.1(b) shall be issued in connection with the exercise of ISOs and (e) nothing in this Plan shall affect any grants under the 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 or such grants are cancelled.  

3.2   Source of Shares .  The shares of Stock described in § 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.  

3.3   Reduction and Restoration of Shares Reserved .  All shares of Stock reserved for issuance under § 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 or Stock Unit Grant; provided,

3.4   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.

3.5   Grant Limits .  Subject to Section 14, no Key Employee or Director in any calendar year shall be granted an Option to purchase more than 200,000 shares of Stock or a Stock Appreciation Right based on the appreciation with respect to more than 200,000 shares of Stock.  If a Key Employee or Director is granted both an Option and a Stock Appreciation Right in any calendar year, however, the total of the number of Shares subject to the Option and the number of shares with respect to which the Stock appreciation is based shall not exceed 200,000.  Notwithstanding the above limits, the Committee shall have the discretion to exceed any such limits if deemed necessary or appropriate in connection with the hiring of any individual who, when hired, would be a Key Employee.  

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

The effective date of this amended and restated Plan shall be August 1, 2009.

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

Only Key Employees who are employed by the Company or a Subsidiary or Parent shall be eligible for the grant of ISOs under this Plan.  All Key Employees and all Directors shall be eligible for the grant of Non-ISOs and Stock Appreciation Rights and for Stock Grants under this Plan.  Only Directors shall be eligible for Stock Unit Grants under § 10 of this Plan.

7.1   Committee Action .  The Committee acting in its absolute discretion shall have the right to grant Options to Key Employees and to Directors under this Plan from time to time to purchase shares of Stock, and Options may be granted for any reason the Committee deems appropriate, including as a substitute for compensation otherwise payable in cash.  

7.2   Option Certificate .  Each grant of an Option 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 Key Employee on the same date, the right of the Key Employee to exercise the ISO shall not be conditioned on his or her failure to exercise the Non-ISO and (b) no Option Certificate shall provide for the automatic grant of any new Option upon the exercise of an Option subject to such Option Certificate.  

7.3   $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 § 7.3 in accordance with § 422(d) of the Code, and the Committee shall treat this § 7.3 as in effect only for those periods for which § 422(d) of the Code is in effect.

7.4   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 a Key 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.  The Committee shall not (except in accordance with § 14 and § 15) take any action absent the approval of the Company’s shareholders

7.5   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, in Stock or through any cashless exercise procedure 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 action acceptable to the Committee is taken to tender to the Committee or its delegate.

7.6   Exercise .