David Dingus – President and Chief Executive Officer Dana Perry – Chief Financial Officer Robert Blum – Lytham Partners

John [Franthrap] - Sidoti and Co. Ned Borland - Next Generation Equity Research Stephen [Handel] - Eclectic Investments Trey Snow - Priority Capital

Good morning. My name is Amanda and I will be your conference operator today. At this time I would like to welcome everyone to the AZZ Incorporated fourth quarter 2008 financial results conference call. (Operator Instructions) I would now like to turn the call over to Mr. Robert Blum of Lytham Partners. Please go ahead, sir.

Thank you, Amanda. Good morning everyone. Thank you for joining us today to review the financial results for AZZ Incorporated for the fourth quarter of fiscal 2008 ended February 29, 2008. As the operator indicated my name is Robert Blum. I am with Lytham Partners, and we are the financial relations consulting firm for AZZ Incorporated. With us today on the call representing the company are Mr. David Dingus, President and Chief Executive Officer and Mr. Dana Perry, Chief Financial Officer. At the conclusion of today’s prepared remarks we will open the call for a question-and-answer session. If anyone participating on this call does not have a full text copy of the earnings release, please call Lytham Partners at (602) 889-9700 and we will immediately fulfill your request or you can retrieve the release from the Internet from a number of financial sites. Before we begin, I would like to remind everyone this conference call contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Except for the statements of historical fact, this conference call may contain forward-looking statements that involve risks and uncertainties, some of which are detailed form time to time in documents filed by the company with the SEC. Those risks and uncertainties include but are not limited to changes in customer demand and response to products and services offered by the company including demand by the electrical power generation market, electrical transmission and distribution markets, the industrial markets and the hot dip galvanizing markets, pricing and raw material costs including zinc and natural gas which are used in the hot dip galvanizing process, changes in the conditions of the various markets the company serves foreign and domestic, customer requested delays of shipments, acquisition opportunities, adequacy of financing and availability of experienced management employees to implement the company’s growth strategies. The company can give no assurance that such forward-looking statements will prove to be correct. We undertake no obligations to affirm, publicly update or revise any forward-looking statements whether as a result of information, future events or otherwise. With that having been said I’d like to turn the call over to Mr. David Dingus, President and Chief Executive Officer of AZZ. David?

Thank you, Robert. Thanks to each of you for taking the time to join us today for the conference call for the fourth quarter and our fiscal year 2008 which ended on February 29. For the twelve month period ended February 29, 2008 when compared to the prior year, revenues increased 23%. Net income is up 28%. Earnings per share increased 24% and backlog was up 12%. We continue to benefit from strong market conditions, favorable product mix and expanded served markets. International opportunities continue to play an important role in our growth potential and backlog recovery. Total incoming orders for the quarter were $64.4 million while shipments for the quarter totaled $76.6, resulting in a book to ship ratio of 84% for the fourth quarter. For the fiscal year orders totaled $34.4 million while shipments totaled $320.2, resulting in a year-to-date book to ship ratio of 104%. The fourth quarter backlog, while remaining strong was down when compared to the second and third quarter as anticipated and has been forecast. Quotation activity and project opportunities continue at an excellent pace. However, the timing of the release of these orders, particular large international orders, has been slower than desired and has had an adverse impact on our backlog. Similar to the quarterly variances we have seen over the past two years we again believe that this is a timing issue rather than a market correction. The domestic backlog compares favorably to our prior period and has increased 6% since the record setting backlog levels of the second quarter of fiscal 2008. Our projections of anticipated backlog and backlog trends are based upon our quotation activity and customer announced release dates which are always subject to adjustments and change. We remain optimistic that we will see backlog recovery in the first six months of our new fiscal year. The increase in margins on previously booked projects which is now being reflected in our operating results is a positive consequence of our strict adherence to order acceptance criteria, a specific margin contribution target and effective execution of our business and our backlog. We are not at full capacity and we do have opportunities to continue to supplement our backlog with additional international opportunities as well as domestic quick turn higher margin jobs. Galvanizing demand remains strong and tonnage of steel galvanized shipments increased 18% for the fiscal year. 68% of this increase is attributable to the acquisition of Witt Galvanizing. The balance of the volume increase is spread across all of our service markets. As a company, our accomplishments have improved and we continue to double and redouble our efforts to secure more profitable business and effectively and efficiently execute that business. Our continuous improvement programs combined with aggressive marketing programs have had a very positive impact on our operating results for our just completed fiscal year. We believe that these efforts and the leverage gained from additional volume has very positively impacted our results. Subsequent to the year end we completed a significant acquisition and the placement of 10-year unsecured senior notes. On April 1, 2008 the company announced the signing of an asset purchase agreement with AAA Industries, Inc., a privately held company headquartered in Joliet, Illinois to acquire substantially all of the assets related to AAA’s galvanizing business. The acquisition with a purchase price of approximately $85 million will be paid for in cash. AAA operated seven galvanizing facilities with locations in Joliet, Peoria, Dixon and Cicero, Illinois, Hamilton, Indiana, Winsted, Minnesota and Chelsea, Oklahoma. While the Cicero facility was not acquired by AZZ, it has been closed effective April 1, 2008 and the operations have been consolidated with the Joliet, Illinois facility. This strategic acquisition enhances the company’s growth and expansion opportunities and complements the Witt acquisition which was completed in November 2006 and solidifies our position as the largest after fabrication galvanizer in the U.S. Fiscal 2009 revenues for the AAA Galvanizing operations are expected to exceed $50 million for the 11 months and this acquisition will be accretive in its first year of operations. In conjunction with this acquisition the company also completed a private placement of 10-year 6.24% unsecured senior notes in the amount of $100 million. The proceeds were used to facilitate this acquisition. The completion of an excellent record setting year, positive market outlook, financial strength and a great group of employees results in an optimistic outlook for our future. We are keenly aware of the challenges brought about by the volatility of raw material pricing, the uncertainty of the U.S. economy and the competitive nature of our business environment. We do believe we can successfully navigate through these challenging conditions as we have effectively done in the past. Now with that as an overview of our results, Dana will now give us a view of the operating results for the fourth quarter and the fiscal year. Dana?

Thank you, David. I would also like to welcome each of you to our fourth quarter conference call and at this time I will review our unaudited, consolidated results for the period ending February 29, 2008. For the fourth quarter, financial results remained strong for AZZ. We reported revenues for the quarter ending of $76.6 million as compared to $79.3 million in the prior year and net income for the quarter was $7.3 million which compared to $7 million in the prior year. Diluted earnings per share was $0.60 per share compared to $0.58. Revenues for the twelve month period ending were $320.1 million, a 23% increase as compared to $260.3 million in the prior year. Net income for the twelve month period was $27.7 million an increase of 28% for the year, which compared to $21.6 in the prior year. Diluted earnings per share for the year was $2.26 compared to $1.82. Our earnings per share calculations are stated after the effect of our two-for-one stock split in the form of 100% stock dividend paid on May 4, 2007. Our fourth quarter results were as we anticipated and as we had forecast for our fiscal year and our guidance issued at the end of our third quarter. As David has stated, we continue to maintain our strong quotation activity and project opportunities for our electrical and industrial products, but our backlog has been adversely impacted by the delayed release of these orders, particularly large international orders. As we have stated in the past we believe this is a timing issue for orders being placed rather than a market correction. In our galvanizing segment continued strong demand allowed us the opportunity to maintain our galvanizing prices. Our electrical and industrial segment generated 56% of our revenues, while our galvanizing services segment generated 44% and we anticipate that 55% of our revenues for fiscal 2009 will be generated from the electrical industrial segment and 45% generated from the galvanizing segment. At this time, David will give us an overview of the electrical and industrial segment.

Industrial demand for our power distribution and motor control centers remains strong due to new projects and major renovations and expansion. Projects continue to be reported by the engineering procurement and construction firms and we believe that an emphasis on the need for spending related to infrastructure, refining, LNG, ethanol, [plain] fuel initiatives and buying with mining systems upgrade should lead to the continued strength of this market. Our specialty lighting products have seen and should continue to see strong results due to new products and overall strength of the market. The demand for our metal clad outdoor switch gear products is outstanding. The utility distribution substation orders continue to improve and the growth in the market demand is most encouraging. Quotations which utilized our high voltage transmission products were again at excellent levels and reflect strong domestic and international demand. We continue to operate at record setting levels. As stated earlier, closing of the outstanding international quotes should favorably impact future backlog levels. The power generation market is encouraging and the maintaining of an announced build schedule for new generation plants with emphasis on renewables such as wind and solar energy and the addition of scrubbers to existing facilities should continue to positively impact our market and orders in future quarters. Orders and shipments of our tubular products in the petroleum market were essentially flat with the prior period. Dana will now cover the operating results of this segment.

In our electrical industrial segment for the quarter revenues were $41.7 million as compared to the prior year results of $46.4 million. Operating income of $6.8 million as compared to $6.9 million. Operating margins were 16.3% for the quarter compared to 15% for the prior year period. The execution of our backlog continued to strengthen and our operating margins for the fiscal year were 16.3% which improved by 2 points over the prior year. We continue our emphasis of booking business at specifically targeted margin levels and pursuing price increases to recover increased costs of material. Our challenge will be to continue to expand our markets while maintaining our strong operating performance. At this time David will cover our galvanizing segment.

Lead cost in the last few months has been in the $1 to $1.15 price range. With overall demand being strong we have been able to maintain the majority of our previous pricing actions. The average cost of zinc in our kettles closely approximates the current cost of zinc so we are entering a period where the cost of our [5/0] inventory approximates the current LME cost of zinc. Our strategy is unchanged and will continue to resist downward pricing pressures and we will risk some modest market share losses to try to sustain these pricing levels. Revenue dollars will potentially be impacted in future periods if market pricing is required to be adjusted as the result of reduced zinc cost. We continue to operate in very favorable market conditions and continue to maximize the market share and growth that can be achieved by providing a superior level of service and support to our customers. Operating efficiencies continue to be improved and the leverage of chain from increased volume are both reflected in our excellent quarterly and fiscal year results. Our results did reflect the improvement in infrastructure spending in the U.S. market. Demand in our traditional geographic markets continues to be very strong. We are extremely pleased with our operating results and market conditions in the U.S. Midwest Territory and look forward to the accomplishment of the potential benefits that the AAA Galvanizing acquisition provides in this strategic territory. Dana will now give us a review of the key operating statistics for galvanizing and then cover the key balance sheet items.

Revenues in our galvanizing segment for the quarter were $34.9 million, an increase of 5.1% compared to $33.2 million recorded in our fourth quarter in fiscal 2007. Increased volumes of steel shipped as compared with the same quarter last year as well as favorable product mix helped us to maintain our pricing levels for the fourth quarter which approximated the same as our third quarter. Operating income was $8.9 million compared with $8.3 million in the prior year and our operating margins were 25.5% compared to 25% for the same period last year. Our average zinc cost that is reflected in our fourth quarter PNL was $1.61 per pound as compared with $1.65 per pound during the same quarter last year. Our average inventory cost at the end of the fiscal year was $1.26 and as we said before increased volatility in the future zinc prices could have an adverse effect on our future revenues and earnings stream. We are pleased we are able to announce the acquisition of AAA Galvanizing on April 1 and this acquisition should add in excess of $50 million in revenues for our fiscal 2009 year and should be accretive for our earnings per share in the first year. The addition of AAA will increase our galvanizing facilities to 20 locations. In conjunction with the acquisition we completed a private placement of 10-year 6.24% unsecured senior notes in the amount of $100 million. At this time I will cover some of our cash flow and balance sheet items on a comparative basis. For the twelve month period gains provided by operations was $38.9 million which compares to $6.9 million in the prior year. Our receivable days and inventory turns remain good. Accounts receivable days outstanding improved to 49 days at the end of the fourth quarter as compared to 51 days in the prior year. Year to date capital improvements were made in the amount of $9.99 million and depreciation and amortization amounted to $8.2 million for the year. Our total outstanding bank debt at the end of the quarter and the end of our fiscal year was at zero which reflects a reduction in bank debt of $39.2 million for the fiscal year. At this time I will turn the conference call back to David for closing comments and then we will open for our question-and-answer session.

We are pleased with the results of our fiscal year. The aggressive steps we have taken in seeking out new domestic and international marketing activities, improving our distribution channels, lowering our cost structure, increasing our pricing levels and improving operating efficiencies are all reflected in our improved operating results and we set another record year both in earnings and in sales. We continue to seek out additional products which complement our existing product offerings to our electrical and industrial customers and expansion of geographic coverage for our galvanizing services segment. The strength of our balance sheet fully supports these efforts and is evidenced by our recent acquisition of AAA. Our products and services are well positioned to continue to benefit from a strong infrastructure market including the replacement equipment for the aging distribution substations and distribution grid. Expansionatory spending in the petro-chemical market and the strength of the power generation market has enhanced these gains. While we anticipate the current market demand will continue, the timing of projects and release of orders will always have an impact on our quarterly recognition of bookings, backlogs, revenues and earnings and will result in quarter-to-quarter fluctuations which may be greater than true changes in our market demand and our competitive position and our competitive successes. On January 19, 2008 the company issued projections for fiscal 2009 of revenues in the range of $320 to $330 million and fully diluted earnings per share will be in the range of $2.20 to $2.30. Based upon the evaluation of information currently available to management and prior to the conclusion of the recent acquisition of AAA Galvanizing our projections remain unchanged. Accounting for the favorable 11-month impact of this acquisition we are pleased to project that our revenues for fiscal 2009 will be in the record setting range of $365 to $380 million and that fully diluted earnings per share will be within the record setting range of $2.28 to $2.42. We continue to build upon the success we have been able to achieve and strive to enhance the performance of the company. Our estimates do assume we will not have any significant delays in the delivery or timing and the receipt of orders for the electrical industrial product and that the cost of zinc will not significantly change from the current levels of $1 to $1.15 during this current fiscal year. We appreciate your support and thank you in advance. We’d like to open it up to any questions you might have at this time.

At this time I would like to remind everyone in order to ask a question press * then the number 1 on your telephone keypad. If you would like to withdraw your question press the # key. We will pause for a moment to compose a question-and-answer roster. Your first question comes from John [Franthrap] with Sidoti and Co. John [Franthrap] - Sidoti and Co.: Good morning guys. My first question is regarding the international orders that have not materialized. Could you give us some clarity of color as to what you consider: a. A large size. B. Why the push out?

John I think the…our estimation would be somewhere between and over about $10-20 million for a single order. If we go back to our record setting second quarter backlog, 35% of our backlog was in international and is down to about 21% now. Now that has been in our opinion for a number of reasons. In the Middle East literally the activity has exceeded their own ability to get the orders to the stage of quotation. We have seen a little bit of a slow down in the China market but our North and South America markets continue to produce. We have very specific orders out there. We are not counting on securing all of them in the first six months but just the ones we are forecasting will get us back to that same level of backlog we believe. John [Franthrap] - Sidoti and Co.: You are suggesting back to 35% of your total backlog being international again?

Yes. John [Franthrap] - Sidoti and Co.: Okay. And how many orders are we talking about here per day?

Four to five. I think we will get probably three lassoed in the first six months. We are aggressively pursuing four to five orders. John [Franthrap] - Sidoti and Co.: That is helpful. Most of these I assume are in the oil and gas?

No, they are all in power generation and power distribution. John [Franthrap] - Sidoti and Co.: Oh really.

They are all power related. John [Franthrap] - Sidoti and Co.: One other question and I’ll let other people ask. The acquisition of AAA, can you talk about the margins of the acquired business compared to AZZ’s galvanizing business and what kind of margin opportunities there are for you?

In total they are running about 14.5%. Now that is influenced by the fact they have a couple of new facilities that are just in their infant stage. But if you take the more mature facilities they are operating at about 3-3.5% below where we traditionally operate. So we think there is some opportunity in the near term to get that up to a level that we would anticipate and in total it will take about 2-1/2 to 3 years to get it to the same 20% level where we are operating. As a consequence our overall margins in 2009 will be pulled down to 18.5-19.5% than what we had previously forecast. On an ongoing basis we think they are 3-3.5% below. We think some of that we can definitely work on but the current forecast for 2009 is 14.5% for AAA. John [Franthrap] - Sidoti and Co.: Okay. Thanks a lot David.

Again, if you would like to ask a question please press * then the number 1 on your telephone keypad. Your next question comes from Ned Borland of Next Generation Equity Research. Ned Borland - Next Generation Equity Research: Good morning guys. Just want to go into the electrical and industrial orders for a second here. You had a pretty steep drop. I’m just wondering was there anything in the lighting business or tubular business that was missing this quarter. You are at $64 million for the fourth quarter and you were trending at about an $80-$90 million pace in the previous couple of quarters. We had always been hearing about these international orders, the large ones that were sort of on the come, but was there anything else that was sort of absent in this quarter versus previous quarters?

No. In fact it was the exact opposite as I indicated, Ned. As I indicated in the fourth quarter our domestic backlog exclusive of these large international orders was actually up 6% and spread nicely across distributions. Substation work is excellent. Our domestic high voltage is excellent. Lighting is good. So we just had a very, very heavy shipments in the last six months of international and didn’t replace those with new orders so I think that is why the trend there. But if we pull it out and look at domestic and international our domestic is growing and is at a record level. Ned Borland - Next Generation Equity Research: Okay. And then just on the galvanizing margin sequentially I think we have all been conditioned to seeing those margins sort of come in a little bit yet you saw a sequential increase. Is there something outside of the price of the zinc relationship that you guys improved on sequentially?

No. It was just our ability to sustain the pricing, Ned, as opposed to…some additional contribution from leverage at a couple of our larger facilities but overall it was just our ability to sustain pricing . Ned Borland - Next Generation Equity Research: Okay. And then I guess was there anything…I guess the AAA acquisition…the customer mix there, who are the types of customers and how steady is the demand coming out of those guys?

The mix difference between AAA…we don’t have all of the details or I would give it to you specific but we haven’t categorized all of it but if you just generalized you would say it is not as intensive or focused in the petro-chem market but much larger in the OEM market. They have some very significantly large customers in all of their facilities such as a radiator manufacturer that supplies for all of the transformers for the electrical industry. That would be just an example. So when we finally get the mix out we will share that with you in the next couple three weeks you will see a little higher mix of OEM business than you see in total. But again it has the same level of high volume customers, does not have a level of customer concentration that is overly concerning to us and will blend nicely across 4-5 markets. Again, very strong in the electrical and telecommunications market, very strong in cellular, very strong in transmission poles and towers. So markets that we are very used to. Like I said the difference will be a larger portion of OEM versus our traditional markets are a little more geared towards the petro-chem stuff. Ned Borland - Next Generation Equity Research: Okay. That’s great. That’s all I had. Thanks.

Again, if you would like to ask a question press * then the number 1on your telephone keypad. Your next question comes from Stephen [Handel] with Eclectic Investments. Stephen [Handel] - Eclectic Investments: Good morning and congratulations for another great quarter. I’m curious about two things. One, the need for being close to the customer in the galvanizing business and what sort of holes exist in your franchise in that business now and second your feelings about international acquisitions in that or other businesses?

We believe that the AAA acquisition combined with the Witt and the upper Midwest territory gives us a solid market share position in the 30-35% range that we enjoy in our traditional six state region in the south/southwest. We believe that there is opportunities to enhance that and there are a couple of small voids in that territory that we have yet to fill in, but we are very, very pleased. It is very unusual to find private companies, which we did with Witt that had three facilities and AAA which had seven facilities to give us a base of ten facilities in that part of the country to really solidify ourselves as the premium supplier in that territory. So we think we are solid now in those two territories. Now there will always be the opportunity to link the two territories together but that again will be down the road for some time. As far as the international, we have looked at acquisitions. We looked at more on the utility distribution substation side than we have in any other area. We do think it would be rather difficult for us to move into the western European market because of the dominance of the major players in that area, but we believe there is opportunities in other areas of North America and South America for us to move into and that would probably be our initial focus to move internationally in the Americas. Stephen [Handel] - Eclectic Investments: Thank you very much.

Again, if you would like to ask a question press * then the number 1 on your telephone keypad. We do have a follow-up from Ned Borland from Next Generation. Ned Borland - Next Generation Equity Research: Hi guys. Just want to get a sense for what quick turn revenue was during fiscal 2008 and if you have any assumptions for quick turn in your guidance for fiscal 2009?

I don’t have what the total is for the year. Fourth quarter was a little light, Ned, from what we had in the first three quarters but we haven’t really put anything into the guidance for any unusual quick turn business. Ned Borland - Next Generation Equity Research: Okay thanks.

Again, if you would like to ask a question press * then the number 1 on your telephone keypad. You do have a follow-up from John [Franthrap] with Sidoti and Co. John [Franthrap] - Sidoti and Co.: Could you just talk about your confidence level that those large orders are going to book within six months? What you are getting from the customer that gives you confidence that we are going to see those things materialize?

John I have a very high confidence level that if they place the orders we will get the orders. John [Franthrap] - Sidoti and Co.: Okay.

When we hit that point. We know where we are competitively. We know where we are specification wise. We know the quote validity is good. The projects are good. It is just when can we begin to push the button? I have more confidence in our ability to get the order than I can project when that will be. John [Franthrap] - Sidoti and Co.: Okay. Are the orders being delayed by problems locally in the funding? Is it local concerns about the economic outlook? Is it concerns about where they are putting whatever power generation project they are putting? Can you give us some color there?

I think that in particularly in the Middle East market and the Chinese market they almost got more than they can [say grace] on in terms of activity. It is just which one surfaces to the top is the which one that gets left on that. In the Americas I think it is just in the final evaluation stages, those are. We do know in the Middle East that the activity that is going on not only in the power generation but in the petro-chem side has just exhausted a lot of the resources of the EPC’s in that area and China, again, they haven’t shown any indication of slowing our projects they just have a number that they are trying to evaluate at the same time. We have done an analysis over the last three years for that market and after we get acceptance of our quotation it takes 4-5 months for it to close. That is just their own bureaucracy and their own evaluation process to get it through. There is no doubt it is lengthening. It has lengthened over the last year. John [Franthrap] - Sidoti and Co.: Okay. I would assume you have some capacity you could probably utilize here in the U.S. Can anything be rolled forward to help absorb some of that capacity?

Well the international back orders that we are short on will be for the next fiscal year delivery. We are in pretty good shape for this year. We are working on the following year, John. So yes we do have some available capacity that we can continue to supplement but the main challenge is for fiscal 2010. John [Franthrap] - Sidoti and Co.: Thanks David. I appreciate it.

Your next question comes from Trey Snow of Priority Capital. Trey Snow - Priority Capital: Good morning. I think I missed this in your opening segment but in the galvanizing services segment what was your volume and price contribution in the fourth quarter?

Total revenues were…one moment…$34.9 million were the revenues compared to $33.2 in the prior year. Operating margin of 25.5% in the quarter versus 25% in the prior year. Operating income of $8.9 million versus $8.3. Trey Snow - Priority Capital: Your revenue there was up 5% year-over-year?

Correct. Trey Snow - Priority Capital: What was the contribution from volume and the contribution from price? I know you said price was flat with the third quarter…

Volume was up 9.1%. Trey Snow - Priority Capital: So prices were…

Prices deteriorated slightly. Very…looks like about 1.5%. Difference there would be mix for the total. But pure tonnage shipped was up 9.1%. Trey Snow - Priority Capital: Got ya. Okay. Price wise as we enter your first quarter, we are well into it, do you feel like there is currently pressure up or down on pricing?

I think that we have had a very good month and we are looking at the month we are in as sustaining right where we are. We have had a lot of narrative on it but have not had to deliver on that narrative yet on the downward pressure. Trey Snow - Priority Capital: Right. Okay. Great thanks for the insight.

At this time there are no further questions. I would now like to turn the call over to Mr. David Dingus for closing remarks.

Again we thank you for your time and appreciate your participation and hopefully this has allowed us the opportunity to shed more light on the announcement that was out and the confidence we have in our business going forward. We look forward to talking to you at the end of the first quarter. Have a great day and a great weekend. Thank you.

This concludes today’s AZZ Incorporated fourth quarter 2008 financial results conference call. You may now disconnect.