AZZ INC — Director's Dealing 2009

Mar 10, 2009

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: AZZ INC (AZZ)
CIK: 0000008947
Period of Report: 2009-03-10

Reporting Person: Estes William G (Vice President)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
STOCK APPRECIATION RIGHTS	$		COMMON STOCK (3780)		Direct
STOCK APPRECIATION RIGHTS	$		COMMON STOCK (2420)		Direct
STOCK APPRECIATION RIGHTS	$		COMMON STOCK (1890)		Direct
STOCK APPRECIATION RIGHTS	$		COMMON STOCK (4317)		Direct
RESTRICTED STOCK UNITS	$		COMMON STOCK (942)		Direct

Footnotes

F1: THE BASE PRICE OF SUCH SAR, WHICH SHALL BE THE AVERAGE OF THE CLOSING PRICE OF ONE SHARE OF COMMON STOCK ON THE NEW YORK STOCK EXCHANGE FOR THOSE DAYS ON WHICH IT TRADES DURING THE PERIOD OF THIRTY CALENDAR DAYS IMMEDIATELY FOLLOWING THE GRANT DATE (THE "BASE PRICE").

F2: THE SAR SHALL VEST AND BE EXERCISABLE IN FULL ON THE THIRD ANNIVERSARY OF THE GRANT DATE (THE "NORMAL VESTING DATE").

F3: 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.

F4: ON EACH OF THE FIRST THREE ANNIVERSARIES OF THE EFFECTIVE DATE, ONE THIRD (1/3) OF THE STOCK APPRECIATION RIGHTS GRANTED HEREBY SHALL VEST.

F5: 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.

F6: THE RSU SHALL VEST AND BE EXERCISABLE IN FULL ON THE THIRD ANNIVERSARY OF THE GRANT DATE.