X0202 4 2005-05-18 0 0000008947 AZZ INC AZZ 0001251421 DINGUS DAVID H UNIVERSITY CENTRE I, SUITE 200 1300 SOUTH UNIVERSITY DRIVE FORT WORTH TX 76107 1 1 0 0 Chief Executive Officer Stock Appreciation Rights 2005-05-18 4 A 0 30700 A Common Stock 30700 30700 D The average closing price of the Common Stock on the New York Stock Exchange during the ninety (90) calendar days following the release of earnings for the fiscal year ending February 28, 2005. Ninety (90) calendar days following the release of earnings for the fiscal year ending February 29, 2008, unless an Accelerating Event, as defined in the SAR Plan occurs, in which case the date will be accelerated in accordance with provisions of the SAR Plan. Dana Perry 2005-05-18