UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K/A

(Amendment No. 1)





(Mark One)

|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended August 31, 2009.

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from              to
            .

Commission file number 01-33633.





Zep Inc.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 26-0783366                             
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)
|                                                               | 
|1310 Seaboard Industrial Boulevard, Atlanta, Georgia           |  | 30318-2825                             
|(Address of principal executive offices)                       |  | (Zip Code)                             

(404) 352-1680

(Registrants telephone number, including area code)





Securities
registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:



|                                |  |                                          
|------------------------------- |  | -----------------------------------------
|Title of Each Class             |  | Name of Each Exchange on which Registered
|Common Stock ($0.01 Par Value)  |  | New York Stock Exchange                  
|                                | 
|Preferred Stock Purchase Rights |  | New York Stock Exchange                  

Securities registered pursuant to Section 12(g) of the Act: None





Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes   ̈    No  x

Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes   ̈    No  x

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files).    Yes   ̈    No   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this Chapter) is not
contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  x

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of
the Exchange Act. (Check one):



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large Accelerated Filer |  |  ̈ |  | Accelerated Filer         |  | x
|                        |  |   | 
|Non-accelerated Filer   |  |  ̈ |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act).    Yes   ̈    No  x

Based on the closing price of the registrants common stock of $7.91 as quoted on the New York Stock Exchange on February 28, 2009, the aggregate market value of the voting stock held by
nonaffiliates of the registrant was $99,127,503.

The number of shares outstanding of the registrants common stock, $0.01 par value, was
21,610,708 shares as of December 18, 2009.









---

EXPLANATORY NOTE

Zep Inc. (the Registrant) is filing this amendment no. 1 (the Amendment) to its Annual Report on Form 10-K for the year ended August 31, 2009, originally filed with the
Securities and Exchange Commission (the Commission) on October 29, 2009 (the Original Filing), solely to amend Item 15 to list Exhibit 10(iii)(A)(35), Exhibit 10(iii)(A)(36) and Exhibit 10(iii)(A)(37), which were
inadvertently omitted from the Original Filing. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the Registrants principal executive officer and principal financial
officer are filed as exhibits to this Amendment.



|Item 15. | Exhibits, Financial Statement Schedules Explanatory Note
|-------- | --------------------------------------------------------

(a) The following documents are filed as part of this report:



| | (3) | Exhibits filed with this report:
| | --- | --------------------------------

Copies of exhibits will be furnished to stockholders upon request at a nominal fee.

Requests should be sent to Zep
Inc., Investor Relations Department, 1310 Seaboard Industrial Boulevard Atlanta, Georgia 30318-2825.

Index to Exhibits



|                                                   |  |     |  |                                                                                                                                                              |  |                                                                                                                                                        
|-------------------------------------------------- |  | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT 2                                          |  |     |  | Agreement and Plan of Distribution by and between Acuity Brands, Inc. and Zep Inc., dated as of October 31, 2007.                                            |  | Reference is made to Exhibit 2.1 of registrants Form 8-K as filed with the Commission on November 5, 2007, which is incorporated herein by
reference. 
|                                                   |  |     | 
|EXHIBIT 3                                          |  | (a) |  | Restated Certificate of Incorporation of Zep Inc.                                                                                                            |  | Reference is made to Exhibit 3.1 of registrants Form 8-K as filed with the Commission on October 26, 2007, which is incorporated herein by
reference. 
|                                                   |  |     | 
|                                                   |  | (b) |  | Amended and Restated By-Laws of Zep Inc. (effective January 7, 2010)                                                                                         |  | Reference is made to Exhibit 3.1 of registrants Form 8-K as filed with the Commission on October 26, 2007, which is incorporated herein by
reference. 
|                                                   |  |     | 
|EXHIBIT 4                                          |  | (a) |  | Form of Certificate representing Zep Inc. Common Stock.                                                                                                      |  | Reference is made to Exhibit 4.1 of registrants Form 8-K as filed with the Commission on November 5, 2007, which is incorporated herein by reference. 
|                                                   |  |     | 
|                                                   |  | (b) |  | Stockholder Protection Rights Agreement, dated as of October 30, 2007, between Zep Inc. and Mellon Investor Services LLC, as rights agent.                   |  | Reference is made to Exhibit 4.2 of registrants Form 8-K as filed with the Commission on November 5, 2007, which is incorporated herein by reference. 
|                                                   |  |     | 
|                                                   |  | (c) |  | First Amendment to Stockholder Protection Rights Agreement, between Zep Inc. and Mellon Investor Services LLC, as rights agent, dated as of January 22, 2009 |  | Reference is made to Exhibit 10(a) of registrants Form 10-Q as filed with the Commission on April 9, 2009, which is incorporated herein by reference  
|                                                  
|Management Contracts and Compensatory Arrangements
|                                                   |  |     | 
|EXHIBIT 10(i)A                                     |  | (1) |  | Tax Disaffiliation Agreement, dated as of October 31, 2007, by and between Zep Acuity Brands, Inc. and Zep Inc.                                              |  | Reference is made to Exhibit 10.1 of registrants Form 8-K as filed with the Commission on November 5, 2007, which is incorporated herein by reference.
|                                                   |  |     | 
|                                                   |  | (2) |  | Transition Services Agreement, dated as of October 31, 2007, by and between Acuity Brands, Inc. and Zep Inc.                                                 |  | Reference is made to Exhibit 10.2 of registrants Form 8-K as filed with the Commission on November 5, 2007, which is incorporated herein by reference.
|                                                   |  |     | 
|                                                   |  | (3) |  | Agreement and Plan of Distribution, dated as of October 31, 2007, by and between Acuity Brands, Inc. and Zep Inc.                                            |  | Reference is made to Exhibit 2.1 of registrants Form 8-K as filed with the Commission on November 5, 2007, which is incorporated herein by reference. 



---

|                 |  |     |  |                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                                               
|---------------- |  | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|                 |  |     | 
|                 |  | (4) |  | 5-Year Revolving Credit Agreement, dated as of October 19, 2007 among Zep Inc., the Subsidiary Borrowers from time to time parties hereto, the Lenders from time to time parties
hereto, JPMorgan Chase Bank, National Association; Bank of America, N.A.; KeyBank National Association; Wachovia Bank, National Association; Regions Bank; and Wells Fargo Bank, N.A. |  | Reference is made to Exhibit 10(i)A(4) of registrants Form 10-K as filed with the Commission on November 29, 2007, which is incorporated herein by
reference.
|                 |  |     | 
|                 |  | (5) |  | Amendment No. 1 to 5-Year Revolving Credit Agreement, dated as of October 2, 2007.                                                                                                                                                                                                                                                                                     |  | Reference is made to Exhibit 10.1 of registrants Form 8-K as filed with the Commission on October 8, 2009, which is incorporated herein by reference.        
|                 |  |     | 
|                 |  | (6) |  | Credit and Security Agreement among Acuity Enterprise Inc, as Borrower; Acuity Specialty Products, Inc., as Servicer; Variable Funding Capital Company, the Liquidity Banks from time
to time party hereto; and Wachovia Bank National Association, as Agent, dated as of October 19, 2007.                                                                            |  | Reference is made to Exhibit 10(i)A(5) of registrants Form 10-K as filed with the Commission on November 29, 2007, which is incorporated herein by
reference.
|                 |  |     | 
|                 |  | (7) |  | Loan and Security Agreement, by and between Acuity Enterprise, Inc., Acuity Specialty Products, Inc. and Regions Bank, as administrative agent, dated October 14,
2009.                                                                                                                                                                                                |  | Reference is made to Exhibit 10(i)A(7) of registrants Form 10-K filed on October s9, 2009, which is incorporated herein by reference.                        
|                 |  |     | 
|                 |  | (8) |  | Performance Undertaking, by and between Zep Inc. and Acuity Enterprise, Inc., dated October 14, 2009.                                                                                                                                                                                                                                                                  |  | Reference is made to Exhibit 10(i)A(8) of registrants Form 10-K filed on October s9, 2009, which is incorporated herein by reference.                        
|                 |  |     | 
|EXHIBIT 10(iii)A |  | (1) |  | Employee Benefits Agreement, dated as of October 31, 2007.                                                                                                                                                                                                                                                                                                             |  | Reference is made to Exhibit 10.3 of registrants Form 8-K as filed with the Commission on November 5, 2007, which is incorporated herein by
reference.       
|                 |  |     | 
|                 |  | (2) |  | Zep Inc. Long-Term Incentive Plan.                                                                                                                                                                                                                                                                                                                                     |  | Reference is made to Exhibit 10.4 of registrants Form 8-K as filed with the Commission on November 5, 2007, which is incorporated herein by
reference.       
|                 |  |     | 
|                 |  | (3) |  | Zep Inc. Non-Employee Director Deferred Compensation Plan.                                                                                                                                                                                                                                                                                                             |  | Reference is made to Exhibit 10.5 of registrants Form 8-K as filed with the Commission on November 5, 2007, which is incorporated herein by
reference.       
|                 |  |     | 
|                 |  | (4) |  | Zep Inc. Supplemental Deferred Savings Plan.                                                                                                                                                                                                                                                                                                                           |  | Reference is made to Exhibit 10(iii)A(4) of registrants Form 10-K filed on October s9, 2009, which is incorporated herein by reference.                      
|                 |  |     | 
|                 |  | (5) |  | Amendment No. 1 to the Zep Inc. Supplemental Deferred Savings Plan, dated October 7, 2009.                                                                                                                                                                                                                                                                             |  | Reference is made to Exhibit 10(iii)A(5) of registrants Form 10-K filed on October s9, 2009, which is incorporated herein by reference.                      
|                 |  |     | 
|                 |  | (6) |  | Zep Inc. Employee Stock Purchase Plan                                                                                                                                                                                                                                                                                                                                  |  | Reference is made to Exhibit 10.1 of registrants Form 8-K as filed with the Commission on August 31, 2009, which is incorporated herein by reference.        
|                 |  |     | 
|                 |  | (7) |  | Amendment of Zep Inc. Employee Stock Purchase Plan.                                                                                                                                                                                                                                                                                                                    |  | Reference is made to Exhibit 10.2 of registrants Form 8-K as filed with the Commission on August 31, 2009, which is incorporated herein by reference.        



---

| |  |      |  |                                                                                                                                                                                             |  |                                                                                                                                                                         
| |  | ---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |      | 
| |  | (8)  |  | Form of Indemnification Agreement.                                                                                                                                                          |  | Reference is made to Exhibit 10.16 of registrants Form 8-K as filed with the Commission on November 5, 2007, which is incorporated herein by
reference.                
| |  |      | 
| |  | (9)  |  | Form of Change-in-Control Agreement                                                                                                                                                         |  | Reference is made to Exhibit 10.17 of registrants Form 8-K as filed with the Commission on November 5, 2007, which is incorporated herein by
reference.                
| |  |      | 
| |  | (10) |  | Form of Change-in-Control Agreement for Certain Executive Officers                                                                                                                          |  | Reference is made to Exhibit 10.19 of registrants Form 8-K as filed with the Commission on November 5, 2007, which is incorporated herein by
reference.                
| |  |      | 
| |  | (11) |  | Form of Severance Agreement                                                                                                                                                                 |  | Reference is made to Exhibit 10.18 of registrants Form 8-K as filed with the Commission on November 5, 2007, which is incorporated herein by
reference.                
| |  |      | 
| |  | (12) |  | Zep Inc. Management Compensation and Incentive Plan.                                                                                                                                        |  | Reference is made to Exhibit 10.7 of registrants Form 8-K as filed with the Commission on November 5, 2007, which is incorporated herein by
reference.                 
| |  |      | 
| |  | (13) |  | Zep Inc. Management Compensation and Incentive Plan, amended and restated as of September 1, 2008.                                                                                          |  | Reference is made to Exhibit A of the registrants Definitive Proxy Statement filed with the Commission on November 21, 2008, which is incorporated herein by reference.
| |  |      | 
| |  | (14) |  | John Morgan Employment Letter.                                                                                                                                                              |  | Reference is made to Exhibit 10.12 of registrants Form 10 as filed with the Commission on October 10, 2007, which is incorporated herein by
reference.                 
| |  |      | 
| |  | (15) |  | Amendment to Employment Letter Agreement, dated as of October 13, 2009, by and between Acuity Specialty Products, Inc., Zep Inc. and John K. Morgan.                                        |  | Reference is made to Exhibit 10.3 of registrants Form 8-K as filed with the Commission on October 13, 2009, which is incorporated herein by reference.                 
| |  |      | 
| |  | (16) |  | Amendment No. 2 to Change in Control Agreement and Notice of Termination, dated as of October 13, 2009, by and between Acuity Specialty Products, Inc., Zep Inc. and John K. Morgan.        |  | Reference is made to Exhibit 10.2 of registrants Form 8-K as filed with the Commission on October 13, 2009, which is incorporated herein by reference.                 
| |  |      | 
| |  | (17) |  | Amendment to Amended and Restated Severance Agreement and Notice of Termination, dated as of October 13, 2009, by and between Acuity Specialty Products, Inc., Zep Inc. and John
K. Morgan. |  | Reference is made to Exhibit 10.3 of registrants Form 8-K as filed with the Commission on October 13, 2009, which is incorporated herein by reference.                 
| |  |      | 
| |  | (19) |  | Separation Agreement between Zep Inc. and William A. Holl dated January 15, 2009.                                                                                                           |  | Reference is made to Exhibit 10(b) of registrants Form 10-Q as filed with the Commission on April 9, 2009, which is incorporated herein by reference.                  
| |  |      | 
| |  | (20) |  | Form of Stock Appreciation Rights Agreement for Executive Officers.                                                                                                                         |  | Reference is made to Exhibit 10.8 of the registrants Form 8-K as filed with the Commission on November 5, 2007, which is incorporated herein by
reference.             
| |  |      | 
| |  | (21) |  | Form of Stock Appreciation Rights Agreement for Key Employees.                                                                                                                              |  | Reference is made to Exhibit 10.20 of the registrants Form 8-K as filed with the Commission on November 5, 2007, which is incorporated herein by
reference.            
| |  |      | 
| |  | (22) |  | Form of Nonqualified Stock Option Agreement for Executive Officers.                                                                                                                         |  | Reference is made to Exhibit 10.9 of the registrants Form 8-K as filed with the Commission on November 5, 2007, which is incorporated herein by
reference.             
| |  |      | 
| |  | (23) |  | Form of Nonqualified Stock Option Agreement for Key Employees.                                                                                                                              |  | Reference is made to Exhibit 10.10 of the registrants Form 8-K as filed with the Commission on November 5, 2007, which is incorporated herein by
reference.            



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|           |  |      |  |                                                                                                    |  |                                                                                                                                                             
|---------- |  | ---- |  | -------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|           |  |      | 
|           |  | (24) |  | Form of Incentive Stock Option Agreement for Executive Employees.                                  |  | Reference is made to Exhibit 10.12 of the registrants Form 8-K as filed with the Commission on November 5, 2007, which is incorporated herein by
reference.
|           |  |      | 
|           |  | (25) |  | Form of Incentive Stock Option Agreement for Key Officers.                                         |  | Reference is made to Exhibit 10.11 of the registrants Form 8-K as filed with the Commission on November 5, 2007, which is incorporated herein by
reference.
|           |  |      | 
|           |  | (26) |  | Form of Long-Term Incentive Plan Restricted Stock Award Agreement (without Restrictive Covenants). |  | Reference is made to Exhibit 10.13 of the registrants Form 8-K as filed with the Commission on November 5, 2007, which is incorporated herein by
reference.
|           |  |      | 
|           |  | (27) |  | Form of Stock Appreciation Rights Agreement for Nonemployee Directors.                             |  | Reference is made to Exhibit 10.22 of the registrants Form 8-K as filed with the Commission on November 5, 2007, which is incorporated herein by
reference.
|           |  |      | 
|           |  | (30) |  | Form of Long-Term Incentive Plan Restricted Stock Award Agreement for Nonemployee Directors.       |  | Reference is made to Exhibit 10.23 of the registrants Form 8-K as filed with the Commission on November 5, 2007, which is incorporated herein by
reference.
|           |  |      | 
|           |  | (31) |  | Form of Incentive Stock Option Agreement for Executive Employees.                                  |  | Reference is made to Exhibit 10.1 of registrants Form 8-K as filed with the Commission on September 8, 2009, which is incorporated herein by reference.    
|           |  |      | 
|           |  | (32) |  | Form of Non-Qualified Stock Option Agreement for Executive Employees.                              |  | Reference is made to Exhibit 10.2 of registrants Form 8-K as filed with the Commission on September 8, 2009, which is incorporated herein by reference.    
|           |  |      | 
|           |  | (33) |  | Form of 2010 Performance Stock Award Agreement.                                                    |  | Reference is made to Exhibit 10.3 of registrants Form 8-K as filed with the Commission on September 8, 2009, which is incorporated herein by reference.    
|           |  |      | 
|           |  | (34) |  | Form of Restricted Stock Award Agreement with restrictive covenants.                               |  | Reference is made to Exhibit 10.4 of registrants Form 8-K as filed with the Commission on September 8, 2009, which is incorporated herein by reference.    
|           |  |      | 
|           |  | (35) |  | Form of Change-in-Control Agreement                                                                |  | Reference is made to Exhibit 10(c) of registrants Form 10-Q/A as filed with the Commission on December 22, 2009, which is incorporated herein by
reference.
|           |  |      | 
|           |  | (36) |  | Form of Change-in-Control Agreement for Certain Executive Officers                                 |  | Reference is made to Exhibit 10(d) of registrants Form 10-Q/A as filed with the Commission on December 22, 2009, which is incorporated herein by
reference.
|           |  |      | 
|           |  | (37) |  | Form of Severance Agreement                                                                        |  | Reference is made to Exhibit 10(e) of registrants Form 10-Q/A as filed with the Commission on December 22, 2009, which is incorporated herein by
reference.
|           |  |      | 
|EXHIBIT 12 |  |      |  | Statement Regarding Computation of Ratios of Earnings to Fixed Charges                             |  | Reference is made to Exhibit 12 of registrants Form 10-K as filed with the Commission on October 29, 2009, which is incorporated herein by reference.      
|           |  |      | 
|EXHIBIT 21 |  |      |  | List of Subsidiaries.                                                                              |  | Reference is made to Exhibit 21 of registrants Form 10-K as filed with the Commission on October 29, 2009, which is incorporated herein by reference.      
|           |  |      | 
|EXHIBIT 23 |  |      |  | Consent of Independent Auditors.                                                                   |  | Reference is made to Exhibit 23 of registrants Form 10-K as filed with the Commission on October 29, 2009, which is incorporated herein by reference.      



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|            |  |     |  |                                                                    |  |                                                                                                                                                          
|----------- |  | --- |  | ------------------------------------------------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |     | 
|EXHIBIT 24  |  |     |  | Powers of Attorney.                                                |  | Reference is made to Exhibit 24 of registrants Form 10-K as filed with the Commission on October 29, 2009, which is incorporated herein by reference.   
|            |  |     | 
|EXHIBIT 31: |  | (a) |  | Rule 13a-14(a)/15d-14(a) Certification, signed by John K. Morgan   |  | Reference is made to Exhibit 31(a) of registrants Form 10-K as filed with the Commission on October 29, 2009, which is incorporated herein by reference.
|            |  |     | 
|            |  | (b) |  | Rule 13a-14(a)/15d-14(a) Certification, signed by Mark R. Bachmann |  | Reference is made to Exhibit 31(b) of registrants Form 10-K as filed with the Commission on October 29, 2009, which is incorporated herein by reference.
|            |  |     | 
|            |  | (c) |  | Rule 13a-14(a)/15d-14(a) Certification, signed by John K. Morgan   |  | Filed with the Commission as part of this Form 10-K/A.                                                                                                   
|            |  |     | 
|            |  | (d) |  | Rule 13a-14(a)/15d-14(a) Certification, signed by Mark R. Bachmann |  | Filed with the Commission as part of this Form 10-K/A.                                                                                                   
|            |  |     | 
|EXHIBIT 32: |  | (a) |  | Section 1350 Certification, signed by John K. Morgan               |  | Reference is made to Exhibit 32(a) of registrants Form 10-K as filed with the Commission on October 29, 2009, which is incorporated herein by reference.
|            |  |     | 
|            |  | (b) |  | Section 1350 Certification, signed by Mark R. Bachmann             |  | Reference is made to Exhibit 32(b) of registrants Form 10-K as filed with the Commission on October 29, 2009, which is incorporated herein by reference.



---

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



|                        |  |          |  |                                                                
|----------------------- |  | -------- |  | ---------------------------------------------------------------
|                        |  | Zep Inc.
|                        |  |         
|Date: December 22, 2009 |  | By:      |  | /S/    JOHN K.
MORGAN                                          
|                        |  |          |  | John K. Morgan Chairman, President, and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                                         |  |                                                                                                   |  |                   |  |                  
|---------------------------------------- |  | ------------------------------------------------------------------------------------------------- |  | ----------------- |  | -----------------
|Signature                                |  | Title                                                                                             |  | Date             
|                                         |  |                                                                                                  
|/S/    JOHN K.
MORGAN John K. Morgan     |  | Chairman, President, and Chief Executive Officer (Principal Executive Officer)                    |  | December 22, 2009
|                                         |  |                                                                                                  
|/S/    MARK R.
BACHMANN Mark R. Bachmann |  | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |  | December 22, 2009
|                                         |  |                                                                                                  
|* Earnest W. Deavenport, Jr.             |  | Director                                                                                          |  | December 22, 2009
|                                         |  |                                                                                                  
|* Timothy T. Tevens                      |  | Director                                                                                          |  | December 22, 2009
|                                         |  |                                                                                                  
|* O.B. Grayson Hall, Jr.                 |  | Director                                                                                          |  | December 22, 2009
|                                         |  |                                                                                                  
|* Joseph Squicciarino                    |  | Director                                                                                          |  | December 22, 2009
|                                         |  |                                                                                                  
|* Sidney J. Nurkin                       |  | Director                                                                                          |  | December 22, 2009
|                                         |  |                                                                                                  
|* J. Veronica Biggins                    |  | Director                                                                                          |  | December 22, 2009
|                                         |  |                                                                                                   | 
|*BY:                                     |  | /S/    MARK R.
BACHMANN                                                                           |  |                   |  | December 22, 2009
|                                         |  | Mark R. Bachmann As Attorney-in-Fact                                                              |  |                   |  |                  



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EXHIBIT INDEX



|               |  |     |  |                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                                               
|-------------- |  | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT 2      |  |     |  | Agreement and Plan of Distribution by and between Acuity Brands, Inc. and Zep Inc., dated as of October 31, 2007.                                                                                                                                                                                                                                                      |  | Reference is made to Exhibit 2.1 of registrants Form 8-K as filed with the Commission on November 5, 2007, which is incorporated herein by
reference.        
|               |  |     | 
|EXHIBIT 3      |  | (a) |  | Restated Certificate of Incorporation of Zep Inc.                                                                                                                                                                                                                                                                                                                      |  | Reference is made to Exhibit 3.1 of registrants Form 8-K as filed with the Commission on October 26, 2007, which is incorporated herein by
reference.        
|               |  |     | 
|               |  | (b) |  | Amended and Restated By-Laws of Zep Inc. (effective January 7, 2010)                                                                                                                                                                                                                                                                                                   |  | Reference is made to Exhibit 3.1 of registrants Form 8-K as filed with the Commission on October 26, 2007, which is incorporated herein by
reference.        
|               |  |     | 
|EXHIBIT 4      |  | (a) |  | Form of Certificate representing Zep Inc. Common Stock.                                                                                                                                                                                                                                                                                                                |  | Reference is made to Exhibit 4.1 of registrants Form 8-K as filed with the Commission on November 5, 2007, which is incorporated herein by reference.        
|               |  |     | 
|               |  | (b) |  | Stockholder Protection Rights Agreement, dated as of October 30, 2007, between Zep Inc. and Mellon Investor Services LLC, as rights agent.                                                                                                                                                                                                                             |  | Reference is made to Exhibit 4.2 of registrants Form 8-K as filed with the Commission on November 5, 2007, which is incorporated herein by reference.        
|               |  |     | 
|               |  | (c) |  | First Amendment to Stockholder Protection Rights Agreement, between Zep Inc. and Mellon Investor Services LLC, as rights agent, dated as of January 22, 2009                                                                                                                                                                                                           |  | Reference is made to Exhibit 10(a) of registrants Form 10-Q as filed with the Commission on April 9, 2009, which is incorporated herein by reference         
|               |  |     | 
|EXHIBIT 10(i)A |  | (1) |  | Tax Disaffiliation Agreement, dated as of October 31, 2007, by and between Zep Acuity Brands, Inc. and Zep Inc.                                                                                                                                                                                                                                                        |  | Reference is made to Exhibit 10.1 of registrants Form 8-K as filed with the Commission on November 5, 2007, which is incorporated herein by reference.       
|               |  |     | 
|               |  | (2) |  | Transition Services Agreement, dated as of October 31, 2007, by and between Acuity Brands, Inc. and Zep Inc.                                                                                                                                                                                                                                                           |  | Reference is made to Exhibit 10.2 of registrants Form 8-K as filed with the Commission on November 5, 2007, which is incorporated herein by reference.       
|               |  |     | 
|               |  | (3) |  | Agreement and Plan of Distribution, dated as of October 31, 2007, by and between Acuity Brands, Inc. and Zep Inc.                                                                                                                                                                                                                                                      |  | Reference is made to Exhibit 2.1 of registrants Form 8-K as filed with the Commission on November 5, 2007, which is incorporated herein by reference.        
|               |  |     | 
|               |  | (4) |  | 5-Year Revolving Credit Agreement, dated as of October 19, 2007 among Zep Inc., the Subsidiary Borrowers from time to time parties hereto, the Lenders from time to time parties
hereto, JPMorgan Chase Bank, National Association; Bank of America, N.A.; KeyBank National Association; Wachovia Bank, National Association; Regions Bank; and Wells Fargo Bank, N.A. |  | Reference is made to Exhibit 10(i)A(4) of registrants Form 10-K as filed with the Commission on November 29, 2007, which is incorporated herein by
reference.
|               |  |     | 
|               |  | (5) |  | Amendment No. 1 to 5-Year Revolving Credit Agreement, dated as of October 2, 2007.                                                                                                                                                                                                                                                                                     |  | Reference is made to Exhibit 10.1 of registrants Form 8-K as filed with the Commission on October 8, 2009, which is incorporated herein by reference.        
|               |  |     | 
|               |  | (6) |  | Credit and Security Agreement among Acuity Enterprise Inc, as Borrower; Acuity Specialty Products, Inc., as Servicer; Variable Funding Capital Company, the Liquidity Banks from time
to time party hereto; and Wachovia Bank National Association, as Agent, dated as of October 19, 2007.                                                                            |  | Reference is made to Exhibit 10(i)A(5) of registrants Form 10-K as filed with the Commission on November 29, 2007, which is incorporated herein by
reference.



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|---------------- |  | ---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                 |  | (7)  |  | Loan and Security Agreement, by and between Acuity Enterprise, Inc., Acuity Specialty Products, Inc. and Regions Bank, as administrative agent, dated October 14,
2009. |  | Reference is made to Exhibit 10(i)A(7) of registrants Form 10-K filed on October s9, 2009, which is incorporated herein by reference.                                  
|                 |  |      | 
|                 |  | (8)  |  | Performance Undertaking, by and between Zep Inc. and Acuity Enterprise, Inc., dated October 14, 2009.                                                                   |  | Reference is made to Exhibit 10(i)A(8) of registrants Form 10-K filed on October s9, 2009, which is incorporated herein by reference.                                  
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|EXHIBIT 10(iii)A |  | (1)  |  | Employee Benefits Agreement, dated as of October 31, 2007.                                                                                                              |  | Reference is made to Exhibit 10.3 of registrants Form 8-K as filed with the Commission on November 5, 2007, which is incorporated herein by
reference.                 
|                 |  |      | 
|                 |  | (2)  |  | Zep Inc. Long-Term Incentive Plan.                                                                                                                                      |  | Reference is made to Exhibit 10.4 of registrants Form 8-K as filed with the Commission on November 5, 2007, which is incorporated herein by
reference.                 
|                 |  |      | 
|                 |  | (3)  |  | Zep Inc. Non-Employee Director Deferred Compensation Plan.                                                                                                              |  | Reference is made to Exhibit 10.5 of registrants Form 8-K as filed with the Commission on November 5, 2007, which is incorporated herein by
reference.                 
|                 |  |      | 
|                 |  | (4)  |  | Zep Inc. Supplemental Deferred Savings Plan.                                                                                                                            |  | Reference is made to Exhibit 10(iii)A(4) of registrants Form 10-K filed on October s9, 2009, which is incorporated herein by reference.                                
|                 |  |      | 
|                 |  | (5)  |  | Amendment No. 1 to the Zep Inc. Supplemental Deferred Savings Plan, dated October 7, 2009.                                                                              |  | Reference is made to Exhibit 10(iii)A(5) of registrants Form 10-K filed on October s9, 2009, which is incorporated herein by reference.                                
|                 |  |      | 
|                 |  | (6)  |  | Zep Inc. Employee Stock Purchase Plan                                                                                                                                   |  | Reference is made to Exhibit 10.1 of registrants Form 8-K as filed with the Commission on August 31, 2009, which is incorporated herein by reference.                  
|                 |  |      | 
|                 |  | (7)  |  | Amendment of Zep Inc. Employee Stock Purchase Plan.                                                                                                                     |  | Reference is made to Exhibit 10.2 of registrants Form 8-K as filed with the Commission on August 31, 2009, which is incorporated herein by reference.                  
|                 |  |      | 
|                 |  | (8)  |  | Form of Indemnification Agreement.                                                                                                                                      |  | Reference is made to Exhibit 10.16 of registrants Form 8-K as filed with the Commission on November 5, 2007, which is incorporated herein by
reference.                
|                 |  |      | 
|                 |  | (9)  |  | Form of Change-in-Control Agreement                                                                                                                                     |  | Reference is made to Exhibit 10.17 of registrants Form 8-K as filed with the Commission on November 5, 2007, which is incorporated herein by
reference.                
|                 |  |      | 
|                 |  | (10) |  | Form of Change-in-Control Agreement for Certain Executive Officers                                                                                                      |  | Reference is made to Exhibit 10.19 of registrants Form 8-K as filed with the Commission on November 5, 2007, which is incorporated herein by
reference.                
|                 |  |      | 
|                 |  | (11) |  | Form of Severance Agreement                                                                                                                                             |  | Reference is made to Exhibit 10.18 of registrants Form 8-K as filed with the Commission on November 5, 2007, which is incorporated herein by
reference.                
|                 |  |      | 
|                 |  | (12) |  | Zep Inc. Management Compensation and Incentive Plan.                                                                                                                    |  | Reference is made to Exhibit 10.7 of registrants Form 8-K as filed with the Commission on November 5, 2007, which is incorporated herein by
reference.                 
|                 |  |      | 
|                 |  | (13) |  | Zep Inc. Management Compensation and Incentive Plan, amended and restated as of September 1, 2008.                                                                      |  | Reference is made to Exhibit A of the registrants Definitive Proxy Statement filed with the Commission on November 21, 2008, which is incorporated herein by
reference.



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| |  | (14) |  | John Morgan Employment Letter.                                                                                                                                                              |  | Reference is made to Exhibit 10.12 of registrants Form 10 as filed with the Commission on October 10, 2007, which is incorporated herein by
reference.     
| |  |      | 
| |  | (15) |  | Amendment to Employment Letter Agreement, dated as of October 13, 2009, by and between Acuity Specialty Products, Inc., Zep Inc. and John K. Morgan.                                        |  | Reference is made to Exhibit 10.3 of registrants Form 8-K as filed with the Commission on October 13, 2009, which is incorporated herein by reference.     
| |  |      | 
| |  | (16) |  | Amendment No. 2 to Change in Control Agreement and Notice of Termination, dated as of October 13, 2009, by and between Acuity Specialty Products, Inc., Zep Inc. and John K. Morgan.        |  | Reference is made to Exhibit 10.2 of registrants Form 8-K as filed with the Commission on October 13, 2009, which is incorporated herein by reference.     
| |  |      | 
| |  | (17) |  | Amendment to Amended and Restated Severance Agreement and Notice of Termination, dated as of October 13, 2009, by and between Acuity Specialty Products, Inc., Zep Inc. and John
K. Morgan. |  | Reference is made to Exhibit 10.3 of registrants Form 8-K as filed with the Commission on October 13, 2009, which is incorporated herein by reference.     
| |  |      | 
| |  | (19) |  | Separation Agreement between Zep Inc. and William A. Holl dated January 15, 2009.                                                                                                           |  | Reference is made to Exhibit 10(b) of registrants Form 10-Q as filed with the Commission on April 9, 2009, which is incorporated herein by
reference.      
| |  |      | 
| |  | (20) |  | Form of Stock Appreciation Rights Agreement for Executive Officers.                                                                                                                         |  | Reference is made to Exhibit 10.8 of the registrants Form 8-K as filed with the Commission on November 5, 2007, which is incorporated herein by reference. 
| |  |      | 
| |  | (21) |  | Form of Stock Appreciation Rights Agreement for Key Employees.                                                                                                                              |  | Reference is made to Exhibit 10.20 of the registrants Form 8-K as filed with the Commission on November 5, 2007, which is incorporated herein by
reference.
| |  |      | 
| |  | (22) |  | Form of Nonqualified Stock Option Agreement for Executive Officers.                                                                                                                         |  | Reference is made to Exhibit 10.9 of the registrants Form 8-K as filed with the Commission on November 5, 2007, which is incorporated herein by
reference. 
| |  |      | 
| |  | (23) |  | Form of Nonqualified Stock Option Agreement for Key Employees.                                                                                                                              |  | Reference is made to Exhibit 10.10 of the registrants Form 8-K as filed with the Commission on November 5, 2007, which is incorporated herein by
reference.
| |  |      | 
| |  | (24) |  | Form of Incentive Stock Option Agreement for Executive Employees.                                                                                                                           |  | Reference is made to Exhibit 10.12 of the registrants Form 8-K as filed with the Commission on November 5, 2007, which is incorporated herein by
reference.
| |  |      | 
| |  | (25) |  | Form of Incentive Stock Option Agreement for Key Officers.                                                                                                                                  |  | Reference is made to Exhibit 10.11 of the registrants Form 8-K as filed with the Commission on November 5, 2007, which is incorporated herein by
reference.
| |  |      | 
| |  | (26) |  | Form of Long-Term Incentive Plan Restricted Stock Award Agreement (without Restrictive Covenants).                                                                                          |  | Reference is made to Exhibit 10.13 of the registrants Form 8-K as filed with the Commission on November 5, 2007, which is incorporated herein by
reference.
| |  |      | 
| |  | (27) |  | Form of Stock Appreciation Rights Agreement for Nonemployee Directors.                                                                                                                      |  | Reference is made to Exhibit 10.22 of the registrants Form 8-K as filed with the Commission on November 5, 2007, which is incorporated herein by
reference.
| |  |      | 
| |  | (30) |  | Form of Long-Term Incentive Plan Restricted Stock Award Agreement for Nonemployee Directors.                                                                                                |  | Reference is made to Exhibit 10.23 of the registrants Form 8-K as filed with the Commission on November 5, 2007, which is incorporated herein by
reference.
| |  |      | 
| |  | (31) |  | Form of Incentive Stock Option Agreement for Executive Employees.                                                                                                                           |  | Reference is made to Exhibit 10.1 of registrants Form 8-K as filed with the Commission on September 8, 2009, which is incorporated herein by reference.    



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|----------- |  | ---- |  | ---------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  | (32) |  | Form of Non-Qualified Stock Option Agreementfor Executive Employees.   |  | Reference is made to Exhibit 10.2 of registrantsForm 8-K as filed with the Commission onSeptember 8, 2009, which is incorporated hereinby
reference.           
|            |  |      | 
|            |  | (33) |  | Form of 2010 Performance Stock Award Agreement.                        |  | Reference is made to Exhibit 10.3 of registrants Form 8-K as filed with the Commission on September 8, 2009, which is incorporated herein by reference.        
|            |  |      | 
|            |  | (34) |  | Form of Restricted Stock Award Agreement with restrictive covenants.   |  | Reference is made to Exhibit 10.4 of registrants Form 8-K as filed with the Commission on September 8, 2009, which is incorporated herein by reference.        
|            |  |      | 
|            |  | (35) |  | Form of Change-in-Control Agreement                                    |  | Reference is made to Exhibit 10(c) of registrants Form 10-Q/A as filed with the Commission on December [    ], 2009, which is incorporated herein
by reference.
|            |  |      | 
|            |  | (36) |  | Form of Change-in-Control Agreement for Certain Executive Officers     |  | Reference is made to Exhibit 10(d) of registrants Form 10-Q/A as filed with the Commission on December [    ], 2009, which is incorporated herein
by reference.
|            |  |      | 
|            |  | (37) |  | Form of Severance Agreement                                            |  | Reference is made to Exhibit 10(e) of registrants Form 10-Q/A as filed with the Commission on December [    ], 2009, which is incorporated herein
by reference.
|            |  |      | 
|EXHIBIT 12  |  |      |  | Statement Regarding Computation of Ratios of Earnings to Fixed Charges |  | Reference is made to Exhibit 12 of registrants Form 10-K as filed with the Commission on October 29, 2009, which is incorporated herein by reference.          
|            |  |      | 
|EXHIBIT 21  |  |      |  | List of Subsidiaries.                                                  |  | Reference is made to Exhibit 21 of registrants Form 10-K as filed with the Commission on October 29, 2009, which is incorporated herein by reference.          
|            |  |      | 
|EXHIBIT 23  |  |      |  | Consent of Independent Auditors.                                       |  | Reference is made to Exhibit 23 of registrants Form 10-K as filed with the Commission on October 29, 2009, which is incorporated herein by reference.          
|            |  |      | 
|EXHIBIT 24  |  |      |  | Powers of Attorney.                                                    |  | Reference is made to Exhibit 24 of registrants Form 10-K as filed with the Commission on October 29, 2009, which is incorporated herein by reference.          
|            |  |      | 
|EXHIBIT 31: |  | (a)  |  | Rule 13a-14(a)/15d-14(a) Certification, signed by John K. Morgan       |  | Reference is made to Exhibit 31(a) of registrants Form 10-K as filed with the Commission on October 29, 2009, which is incorporated herein by reference.       
|            |  |      | 
|            |  | (b)  |  | Rule 13a-14(a)/15d-14(a) Certification, signed by Mark R. Bachmann     |  | Reference is made to Exhibit 31(b) of registrants Form 10-K as filed with the Commission on October 29, 2009, which is incorporated herein by reference.       
|            |  |      | 
|            |  | (c)  |  | Rule 13a-14(a)/15d-14(a) Certification, signed by John K. Morgan       |  | Filed with the Commission as part of this Form 10-K/A.                                                                                                          
|            |  |      | 
|            |  | (d)  |  | Rule 13a-14(a)/15d-14(a) Certification, signed by Mark R. Bachmann     |  | Filed with the Commission as part of this Form 10-K/A.                                                                                                          
|            |  |      | 
|EXHIBIT 32: |  | (a)  |  | Section 1350 Certification, signed by John K. Morgan                   |  | Reference is made to Exhibit 32(a) of registrants Form 10-K as filed with the Commission on October 29, 2009, which is incorporated herein by reference.       
|            |  |      | 
|            |  | (b)  |  | Section 1350 Certification, signed by Mark R. Bachmann                 |  | Reference is made to Exhibit 32(b) of registrants Form 10-K as filed with the Commission on October 29, 2009, which is incorporated herein by
reference.