X0304 4 2012-03-01 0 0000008947 AZZ INC AZZ 0001251421 DINGUS DAVID H ONE MUSEUM PLACE, SUITE 500 3100 WEST 7TH STREET FORT WORTH TX 76107 1 1 0 0 Chief Executive Officer Stock Appreciation Rights 2012-03-01 4 A 0 19981 A Common Stock 19981 19981 D Restricted Stock Units 2012-03-01 4 A 0 8399 A Common Stock 8399 8399 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 third anniversary of the Grant Date. Dana Perry 2012-03-02