Employee Benefit Plan And Trust

EXHIBIT 10(31) Resolutions establishing an Administrative Committee and a Policy Committee of the AZZ incorporated Employee Benefit Plan and Trust WHEREAS, the Company maintains the AZZ incorporated Employee Benefit Plan and Trust (" Plan" ), for the benefit of its employees and the benefit of its affiliates who adopt the Plan; WHEREAS, the Plan is evidenced by the Adoption Agreement for the MFS Retirement Services, Inc. Non-Standardized 401(k) Profit Sharing Plan and Trust, used in conjunction with the MFS Retirement Services, Inc. Prototype Paired Defined Contribution Plans for Corporations, Associations and Self-Employed Individuals, April 2002 (the " Basic Plan" ); WHEREAS, in conjunction with the restatement of the Plan, the Company wants to appoint (i) an Administrative Committee (" Administrative Committee" ) pursuant to Basic Plan Section 2.6 and (ii) an Investment Policy Committee (" Policy Committee" ) pursuant to Basic Plan Sections 2.1(b) and (c) for the Plan (collectively, the " Committees" ); WHEREAS, the Company wants to appoint the Chief Executive Officer of the Company (" CEO" ) and the Chief Financial Officer of the Company (" CFO" ) as the members of the Administrative Committee and to delegate to each member of the Administrative Committee the authority to (i) act on its behalf regarding the daily administration of the Plan and (ii) make certain amendments to the Plan; and WHEREAS, the Company wants to appoint the CEO, the CFO, and Robert H. Johnson as the members of the Policy Committee and to delegate to the Policy Committee the authority to (i) make any policy decisions for the Plan, including the funding policy and method for the Plan as set forth in Basic Plan Sections 2.1(b) and (c), and (ii) review investment alternatives. NOW, THEREFORE, BE IT RESOLVED that, effective on the date these Resolutions are adopted, the Company hereby appoints the Chief Executive Officer of the Company and the Chief Financial Officer of the Company, with their consent, as members of the Administrative Committee for the AZZ incorporated Employee Benefit Plan and Trust and delegates to the members of the Committees, acting individually or together, the authority to: (i) act on behalf of the Company with regard to ...