EXHIBIT 10(21)

                   TERMINATION OF CHANGE IN CONTROL AGREEMENT
                   ------------------------------------------

     This Agreement is entered into as of March 27, 2002, between AZZ
incorporated (the "Company") and L. C. Martin ("Employee").

     WHEREAS, the parties to this Agreement entered into a Change in Control
Agreement (the "Change in Control Agreement") on April 25, 1986, and entered
into an amendment to that agreement on May 15, 1992 ("Amendment No. 1 to Change
in Control Agreement"); and

     WHEREAS, the parties desire to terminate the Change in Control Agreement,
as amended;

     NOW, THEREFORE, in consideration of the premises and agreements made by the
Company with regard to the continued employment of Employee, it is agreed that
the Change in Control Agreement, as amended, between the Company and Employee is
terminated and shall no longer be of any force or effect as of March 27, 2002,
the effective date of this Agreement.

     EXECUTED this the 13 day of May, 2002.

                                    AZZ incorporated

                                        /s/ DAVID H. DINGUS
                                    By_______________________________________
                                        David H. Dingus, Its President and
                                        Chief Executive Officer

                                    /s/ L. C. MARTIN
                                    _________________________________________
                                    L. C. Martin