X0303 4 2009-03-06 0 0000008947 AZZ INC AZZ 0001251421 DINGUS DAVID H ONE MUSEUM PLACE 3100 WEST 7TH STREET FORT WORTH TX 76107 1 1 0 0 Chief Executive Officer COMMON STOCK 2009-03-06 4 P 0 708 15.40 A 96708 D STOCK APPRECIATION RIGHTS 2009-03-06 4 A 0 49811 A COMMON STOCK 49811 49811 D RESTRICTED STOCK UNITS 2009-03-06 4 A 0 10865 A COMMON STOCK 10865 10865 D THE BASE PRICE OF SUCH SAR SHALL BE DETERMINED BY THE CLOSING PRICE OF ONE SHARE OF COMMON STOCK ON THE NEW YORK STOCK EXCHANGE FOR THE GRANT DATE OF SUCH AWARDS. ON EACH OF THE FIRST THREE ANNIVERSARIES OF THE EFFECTIVE DATE, ONE-THIRD (1/3) OF THE STOCK APPRECIATION RIGHTS GRANTED HEREBY SHALL VEST. THE BASE PRICE OF SUCH RSU SHALL BE DETERMINED BY THE CLOSING PRICE OF ONE SHARE OF COMMON STOCK ON THE NEW YORK STOCK EXCHANGE FOR THE GRANT DATE OF SUCH AWARDS. THE RSU SHALL VEST AND BE EXERCISABLE IN FULL ON THE THRID ANNIVERSARY OF THE GRANT DATE. SHARES ACQUIRED UNDER AZZ'S STOCK PURCHASE PLAN. DANA PERRY 2009-03-06