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EXHIBIT 24
SPECIAL POWER OF ATTORNEY
THE STATE OF TEXAS (S)
(S) KNOW ALL MEN BY THESE PRESENTS:
COUNT OF TARRANT (S)
THAT WE, the undersigned, have made, constituted, and appointed, and by
these presents do make, constitute, and appointed L.C. MARTIN, DAVID H. DINGUS,
DANA L. PERRY, and each of them severally with full power to act alone, our true
and lawful attorneys and agents to execute in our name, place, and stead, in our
capacity as an officer or director of AZZ incorporated ("AZZ"), and file with
the Securities and Exchange Commission under the Securities Act of 1933, one or
more Form S-8 Registration Statements covering AZZ's 2000 Advisory Director
Share Ownership Plan, compensatory stock options to RCG Capital Markets Group,
Inc., any non-qualified stock options granted to a new officer or any other
employee, officer, director or consultant of AZZ and any other employee benefit
and stock option plan that AZZ may have heretofore adopted or may hereafter
adopt, including any and all amendments (including pre-effective and post-
effective amendments to filings heretofore or hereafter made) and exhibits to
said filings and any and all applications, instruments and other documents to be
filed with the SEC or any state regulatory agency pertaining to the registration
of securities of AZZ, with full power and authority to do and perform any and
all acts and things whatever that they or he may deem requisite or desirable in
their or his sole discretion in the premises as fully and to all intents and
purposes as the undersigned might or could do in person, and to file copies of
this power of attorney with the SEC or any such agency or body. The power and
authority hereby granted shall continue until revoked by a written instrument of
revocation delivered to the President of AZZ.
WITNESS MY HAND this 10/th/ day of October, 2000.
/s/ L.C. Martin
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L.C. MARTIN
WITNESS MY HAND this 27/th/ day of October, 2000.
/s/ David H. Dingus
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DAVID H. DINGUS
WITNESS MY HAND this 10/th/ day of October, 2000.
/s/ Dana L. Perry
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DANA L. PERRY
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WITNESS MY HAND this 12/th/ day of October, 2000.
/s/ Martin C. Bowen
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MARTIN C. BOWEN
WITNESS MY HAND this 17/th/ day of October, 2000.
/s/ Dr. H. Kirk Downey
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DR. H. KIRK DOWNEY
WITNESS MY HAND this 13/th/ day of October, 2000.
/s/ Daniel R. Feehan
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DANIEL R. FEEHAN
WITNESS MY HAND this 13/th/ day of October, 2000.
/s/ Sam Rosen
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SAM ROSEN
WITNESS MY HAND this 17/th/ day of October, 2000.
/s/ Kevern R. Joyce
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KEVERN R. JOYCE
WITNESS MY HAND this 11/th/ day of October, 2000.
/s/ R.J. Schumacher
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R.J. SCHUMACHER
