AZZ INC — Director's Dealing 2012

May 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AZZ INC (AZZ)
CIK: 0000008947
Period of Report: 2012-05-21

Reporting Person: Pendley Timothy E (Senior VP GALVANIZING)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-21	COMMON STOCK	M	3985	$18.12	Acquired	18133	Direct
2012-05-21	COMMON STOCK	D	2128	$53.38	Disposed	16005	Direct
2012-05-21	COMMON STOCK	M	3671	$31.67	Acquired	19676	Direct
2012-05-21	COMMON STOCK	D	2618	$53.38	Disposed	17058	Direct
2012-05-21	COMMON STOCK	M	2555	$41.81	Acquired	19613	Direct
2012-05-21	COMMON STOCK	D	2164	$53.38	Disposed	17449	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-21	STOCK APPRECIATION RIGHTS	$18.12	M	3985	Disposed	2016-03-02	COMMON STOCK (3985)	Direct
2012-05-21	STOCK APPRECIATION RIGHTS	$31.67	M	3671	Disposed	2017-03-01	COMMON STOCK (3671)	Direct
2012-05-21	STOCK APPRECIATION RIGHTS	$41.81	M	2555	Disposed	2018-03-01	COMMON STOCK (2555)	Direct