Joe Dorame - Investor Relations, Lytham Partners David H. Dingus - President and Chief Executive Officer Dana L. Perry - Chief Financial Officer

John Franzreb - Sidoti & Company Ned Borland - Next Generation Equity Research Larry Solow for Fred Buonocore - CJS Securities Brent Thielman - D. A. Davidson & Company

Welcome to the AZZ Incorporated year-to-date third quarter results of fiscal year 2009 conference call. (Operator Instructions) Mr. Dorame, you may begin your conference.

Good morning. Thanks for joining us today to review the financial results for AZZ Incorporated for the third quarter of fiscal year 2009, ended November 30, 2008. My name is Joe Dorame 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’ll open the call for a Q&A session. Before we begin I would like to remind everyone this conference call includes 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 from 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 markets, electrical transmission and distribution markets, the industrial markets, and hot dip galvanizing markets, prices in raw material costs, including zinc and natural gas, which are used in the hot dip galvanizing process, changes in the economic conditions of the various markets the company serves, foreign and domestic, customer-requested delays of shipments, acquisition opportunities, adequate 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 obligation 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 David Dingus, President, and Chief Executive Officer of AZZ. David H. Dingus: Thanks to each of you for taking the time to join us today for the conference call for our third quarter of fiscal 2009. For the three months period ended November 30, 2008, the company reported another excellent quarter for incoming orders, revenues, net income, earnings per share, and backlog. For the nine months ended November 30, 2008, when compared to the prior year, revenues increased 28%, net income is up 58%, earnings per share increased 57%, backlog is up 33% to another record level, and we are increasing our 2009 EPS guidance. For the third quarter we continued to benefit from strong market conditions and expanded certain markets. International opportunities continued to play an important role in our growth. Backlog at the end of the third quarter was up $195.3 million, another record. Total incoming orders for the quarter were $113.3 million, plus shipments for the quarter totaled a record-setting $108.9 million, resulting in a book to ship ratio of 104%. For the first nine months orders totaled $359.2 million plus shipments totaled $312.1 million, resulting in the year-to-date book to ship ratio of 115%. There were three significant international orders in the third quarter totaling approximately $24.0 million, essentially the same level as we achieved in the second quarter. Total backlog was up 28% when compared to last year and 35% when compared to the February 29, 2008, backlog. Of our total backlog, 34% is expected to be shipped in the current fiscal year. Of the backlog of $195.3 million, 35% is to be delivered outside the U.S. At the end of the second quarter, 29% was to be delivered outside of the U.S. During the third quarter quotation activity and project opportunities continued at a strong pace. While there is future potential for some order delays due to economic and credit conditions, we are encouraged that to date we have seen only isolated cases where delays have been implemented. The timing of release of these orders has and will continue to create quarter-to-quarter lumpy backlog results that may appear to be market corrections rather than timing of order release. The fourth quarter, which has historically been our low bookings quarter, will likely reoccur in the current fiscal year. We have and will continue to express to you when we believe it is a timing issue and when it is a change in market conditions. We believe this projected lower level of backlog is timing rather than a market correction. Galvanizing demand remained strong during the third quarter and tonnage of steel process increased. Total Galvanizing revenues were up 38% for the third quarter when compared to last year. On a same store basis the tonnage is up 5% while price was down 2%, resulting in essentially being flat on a year-over-year basis. For the first nine months revenues increased 38% in total and 6% on a same store basis. Operating margins for the Electrical/Industrial Products remained very strong with margins of 17%. We had a very balanced product mix in the third quarter. The operating margins for the Galvanizing Services segment was very strong with margins of 28%. For the first nine months they were 29% compared to 25% in the prior-year period. Customer demand remained strong, which required us to make only minimal price concessions as we benefited from lower zinc costs included in our cost of sales. As a company our accomplishments have continued and we double and redouble our efforts to increase our upside potential by securing more profitable business and continue to efficiently and effectively execute on that business. The completion of another excellent quarter, record-setting first nine months, the financial strength of the company, the successful assimilation of strategic acquisitions, and a great group of employees is reflected in our excellent operating results. While our operating results have increased, so have our challenges as we again navigate through challenging waters in this period of extreme economic uncertainty. We are keenly aware of the challenges brought about by the current economic conditions and the very competitive nature of our business environment. We do believe that 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 review of the operating results for the third quarter and the first nine months of fiscal 2009. Dana L. Perry: At this time I will review our unaudited consolidated results for the period ending November 30, 2008. For the third quarter, financial results remained strong as AZZ recorded revenues for the quarter ending of $108.9 million as compared to $86.6 million in the prior year. Net income for the quarter increased 33.6% to $10.8 million as compared to $8.1 million. Diluted earnings per share increased 33% to $0.88 as compared to last year’s $0.66. Revenues for the nine-month period ending November 30, 2008, were $312.1 million, a 28.1% increase, as compared to $243.6 million in the prior year. Net income for the nine-month period was $32.2 million, an increase of 58%, which compared to $20.4 million in the prior year. Diluted earnings per share was achieved at $2.62 versus $1.67. We are extremely pleased with our third quarter results. Our strong operating performance in both segments of our company, combined with lower selling, general, and administrative expenses, allowed us to continue to record record-setting results. We achieved a book to ship ratio of 1.04 for the quarter and ended the quarter with a record-setting backlog of $195.0 million. In our Galvanizing segment continued strong demand and good price realization allowed us to achieve record-setting results in this segment as well. Our interest expense increased due to higher levels of debt resulting from our $100.0 million note placement on March 31 of this year that was associated with the acquisition of AAA Galvanizing and B&S of Canada. Our Electrical/Industrial segment generated 53% of our revenues, while our Galvanizing Services segment contributed 47%. We anticipate that 55% of our revenue for fiscal 2009 will be generated from our Electrical/Industrial Products business and 45% will be generated from our Galvanizing segment. At this time David will give us an overview of the Electrical/Industrial Product segment. David H. Dingus: The industrial demand for our power distribution and motor control centers remains strong. The spending related to energy infrastructure, rebuild, expansions, and upgrades continued. Demand for our metal-clad outdoor switchgear products did see some slowing during the third quarter but appears to have recovered in the early part of our fourth quarter. We do not believe that it was directly tied to economic conditions. Quotations and orders for our high-voltage transmission bus duct products were again at excellent levels and reflect strong international demand. We continue to operate at record-setting levels. Increased U.S. infrastructure spending on the grid would provide additional opportunities. The power generation market remains strong and is encouraging. The announced build schedules of new domestic and international generation plants, domestic emphasis on renewables, such as wind and solar, and environmental upgrades to existing plants, continued to positively impact our market opportunities. Our specialty lighting products have been strong, have seen strong results. The year-to-date results have been very positively impacted due to continued strength in the oil and gas markets. Tubular products to the petroleum markets is operating at excellent levels and is significantly above the prior periods. Our Canadian subsidiary, Blenkhorn & Sawle, assimilation is progressing. We still anticipate that the opportunities to jointly quote with our U.S. operations on projects will increase. We are striving to increase our participation in the Canadian utility market and to seek pull-through opportunities for other AZZ products. Dana will now cover the operating results of our E&I Products segment. Dana L. Perry: In our Electrical/Industrial Products segment we recorded revenues for the quarter of $62.0 million as compared to our prior-year results of $51.5 million. The acquisition of Blenkhorn & Sawle added $4.8 million to our revenues for the quarter. Our increased revenues were generated as a result of a continuation of improved market demand, primarily in our high-voltage transmission power generation and utility distribution and energy infrastructure markets. Operating income was $10.4 million as compared to $8.0 million. As a result of favorable market conditions, operating margins were 16.8% for the quarter compared to 15.6% in the prior-year period. We continue to emphasize our booking business at specific targeted margin levels and pursuing price increases to recover increased cost of material. Our challenge continues to be to expand our markets while maintaining our strong operating performance. At this time David will give us an overview of the Galvanizing segment. David H. Dingus: With overall demand remaining strong during the third quarter, we were able to minimize the impact the decreased cost of zinc has had on pricing. Our strategy to provide a premium level of service and quality to our customers will continue and we will resist downward pricing pressures. Revenue dollars will be impacted in future periods if market pricing is required to be adjusted as a result of softening of demand. Approximately 50% of our volume is reflective of the GDP and 50% is related to the infrastructure build-out of electrical power generation, electrical transmission, telecommunications, oil and gas production, refining and delivery, and the overall petro chemical market. We are maximizing market share growth without sacrificing price. We are very pleased with the integration of AAA and to our network of plants. Their performance for the first few months is consistent with what we had anticipated. There remains concern over the impact of economic conditions. This issue, combined with the seasonal winter impact on our North Central U.S. facilities, will probably result in lower fourth quarter demand and operating results. Dana will now give us a review of the key operating statistics for this segment and cover the key balance sheet items for the company. Dana L. Perry: Revenues in our Galvanizing segment for the quarter were $46.9 million, an increase of 33.5%, compared to $35.1 million recorded in our third quarter in fiscal 2007. Our third quarter results were favorably impacted by the acquisition of AAA Galvanizing, which represented $11.8 million in revenues. Increased volumes of steel shipped as compared with the same quarter last year, as well as a favorable product mix, helped us maintain our strong pricing levels for the third quarter. Operating income increased 57.5% to $13.1 million as compared to $8.3 million. This year’s increased operating income resulted from higher volumes, primarily from the acquisition of AAA and from lower cost of zinc. Operating margins increased to 28% for the period, compared to 23.7%. As David indicated earlier, a slowing in the industrial sector of the general economy could have an adverse affect on future revenues and earnings. At this time I will cover some of our key cash flow and balance items on a comparative basis. For the nine-month period, cash provided by operations was $21.4 million as compared to $20.1 million in the prior year. Working capital needs have increased to approximately $113.0 million at the end of our third quarter, compared to $60.0 million at the end of our February year-end, due to our increased business levels. Our outstanding days for receivables, the inventory turns remain good. Accounts receivable days outstanding were 51 days at the end of the third quarter as compared to 49 days at the end of last fiscal year. Year-to-date capital improvements were made in the amount $14.6 million, of which $2.5 million was associated with a fire at one of our galvanizing facilities. Depreciation and amortization as $10.8 million. Our total outstanding bank debt at the end of the period was $100.0 million. Cash on hand was around $13.0 million at the end of the period and we are anticipating that to be around $20.0 million by the end of our fiscal year. At this time I will turn the conference call over to David for closing comments and then we will open to the questions and answer session. David H. Dingus: We are extremely pleased with the results of our third quarter and the first nine months of fiscal 2009. The aggressive we have taken in seeking out market opportunities, improving our distribution channels, maintaining or improving our operating margins are reflected in our improved operating results, setting another year-to-date record in sales and earnings. Our products and services are well positioned to benefit from an increased infrastructural rebuild and replacement market, which includes the upgrades to aging distribution substations, the transmission grid, much needed expansionatory spending in petro chemical markets, and the replacement of power generation facilities, have and should continue to enhance our growth. The timing of the projects and release of orders will always have an impact on the quarterly recognition of bookings, backlog, revenues, and earnings, and will result in quarter-to-quarter fluctuations which may be greater than true changes in market demand and our competitive position and success. Based upon the evaluation of information currently available to management we are increasing our previously issued earnings guidance for the fiscal year. Our earnings are estimated to be within the range of $3.35 to $3.45 per diluted share. Revenues are estimated to be within the range of $420.0 million to $430.0 million, which is unchanged from the previous issued revenue guidance. We continue to build upon the success we have been able to achieve and continually strive to enhance the performance of the company. Our estimates for 2009 assume that we will not have any significant delays in delivery of our Electrical/Industrial products or that there will not be a significant change in Galvanizing demand, pricing, or extreme adverse weather conditions prior to the end of fiscal 2009. The guidance for fiscal 2010 will be issued later this month in the form of a press release. Again, thank you for your participation today and we would like to open it up for any questions you may have at this time.

(Operator Instructions) Your first question comes from John Franzreb - Sidoti & Company. John Franzreb - Sidoti & Company: It seems you continue to make some impressive inroads on the international front. Two new jobs this quarter, two last quarter. Can you give us some color on the products and the geographies where you are making these inroads? David H. Dingus: Yes, in the third quarter it was the same three traditional primary markets. It was China, the Middle East, and the Canadian market and it was related primarily to power generation and power transmission. So, again, it was the same primary markets that we saw in the second quarter. We continue to work on others but those continue to be the three main contributors. John Franzreb - Sidoti & Company: Can you give us an update on Blenkhorn and you seemed to imply to us it was on track. Given some of the weakness we are seeing in the oil and gas economy in Canada, are there any concerns about the business outlook on that business going forward? David H. Dingus: Certainly primarily what has happened in the oil sense has lessened some of our growth enthusiasm but it hasn’t lowered it below our modeling and what we were expecting. We are going to have a little harder to penetrate some of the utility market and we have got some programs to expedite that. But, yes, the overall impact on that has slowed some of our optimism down but it is still operating within the parameters of what we modeled, which is about $12.0 million this year and trying to strive for that $15.0 million to $20.0 million next year. John Franzreb - Sidoti & Company: Can you give some historical perspective on the galvanizing business during the last downturn? How much price degradation did you actually suffer or was it more of a volume issue back then? Just give us some historical thoughts on pricing versus volume in galvanizing. David H. Dingus: Last time it was primarily volume because we hadn’t had the build up from the zinc price increase. We had not had any erratic behavior in the cost of that commodity. Now, margins suffered because of a loss of leverage but it wasn’t an issue of price as much as it was demand on that. Here we believe that the demand, because of the [hemis] we’ve got in the infrastructure, will not collapse as much as it did before but there will be more pricing pressure to sustain that demand going forward. John Franzreb - Sidoti & Company: And it seems like you are a little concerned about some of the AAA businesses located in mid-America. Are there any volume differentials between some of those newly acquired businesses versus the traditional agency galvanizing businesses? David H. Dingus: Yes, we have seen more impact on those operations than we have seen in our traditional AZZ. Now, we didn’t see any more in the third quarter. We felt most of it in the second quarter. But the businesses we saw are the ones that serve the automotive. We serve a number of customers who support the bulk retail market, which has been hit. So, yes, and then the weather impacting on the fourth quarter. So we have seen more of the general economic impact in the AAA and the WIC plants than we have seen in the older AZZ plants.

Your next question comes from Ned Borland - Next Generation Equity Research. Ned Borland - Next Generation Equity Research: Back in the international texture, in the past you have quantified the number of opportunities going forward and your chances of booking them in the current fiscal year. I was wondering if you could give us a backdrop going forward from this point, now that you have bagged three additional international projects. David H. Dingus: We are back to essentially where we were exactly this time last year. We don’t think there is anything pending there that is going to hit in the fourth quarter. Our larger opportunities, we are working on those in the first six months of the next fiscal year. So I think we are going to see a lesser amount from the international side in the fourth quarter. Again, that is not alarming to us because it’s a timing of the placement of them. So I think, yes, as we are looking at finishing out this year, we don’t have any large international ones coming at us. But we do believe the ones we are working on will close in the first six months of fiscal 2010. Ned Borland - Next Generation Equity Research: In Galvanizing I am imagining you saw a sequential slide in tonnage throughout the quarter. I was wondering how steep it was and if you saw any kind of flattening out in December, maybe even a pickup. David H. Dingus: What we saw in the third quarter was a flattening form the, what I was talking about earlier, the Upper Midwest downturns and the automotive and everything else hit us more in the second quarter and they continued in the third quarter. We didn’t see any more sequential slide. A little bit of softness, as we said, in the support to the high-volume retail operators, where we make pallets for Lowe’s and Home Depot and Big Lots and all of those type of operations. But December was, considering the number of days of the holidays that were in there, we didn’t feel like we had any more sequential slide in December than we had in the third quarter. So the big hit we took in the second quarter and we we’re just now recovering from it. Ned Borland - Next Generation Equity Research: And the steel cost as it pertains to the Electrical/Industrial segment, you know, steel prices have obviously dropped quite a bit. I was wondering when you may see some relief from that. David H. Dingus: As I have said before, we have not lowered our pricing because of the lower copper cost and the lower steel cost and anything else. We just don’t believe that due to the time frames that we are quoting out through that period that we should anticipate those staying. As I have said before, if the price of commodities and the price of steel stays at a reduced level, it could favorably impact our margins and our backlog. But our guidance and our assumptions say that is not going to happen. But there is a potential upside that could happen.

Your next question comes from Larry Solow for Fred Buonocore - CJS Securities. Larry Solow for Fred Buonocore - CJS Securities: On your galvanized services I know you had a full year in guidance for 26.5% operating margin. It seems like with pricing holding up and your year-to-date margin is close to 29%, would it be fair to say that higher number will at least continue through the fourth quarter? David H. Dingus: What we are projecting for the full year is 27.5% to 28.5%. Larry Solow for Fred Buonocore - CJS Securities: Based on our numbers, you had a nice quarter and EBITDA operating income was in line and you had a favorable, or a little bit of a downturn, in your sequential tax rate. Do you have a rough idea of what tax number is built into your full year guidance? David H. Dingus: 37%.

Your last question comes from Brent Thielman - D. A. Davidson & Company. Brent Thielman - D. A. Davidson & Company: Can you give any sense of the impact on your business from any work related to the damage from the hurricanes during the quarter? David H. Dingus: There was no measurable impact from the recovery of the hurricanes. Brent Thielman - D. A. Davidson & Company: On the galvanizing side, just curious what you are seeing from competition in terms of pricing in that business. Have some of the smaller competitors gotten a bit more aggressive in cutting prices to get volumes? Just what you are seeing out there from competition. David H. Dingus: Yes, it has increased. It increased in the third quarter. We are still resisting it. It’s not severe, but it has started. And I would classify it in that 2% to 3% range, below us. We can kind of ride that out. We think it will get even greater as we go on. There are always isolated cases where people will go chase after one big project at a ridiculously low number but that has always been the case. So, yes, we have started to see it occur. Brent Thielman - D. A. Davidson & Company: Also in galvanizing, I know you are in pretty close discussions with the service centers and what is going on there. Just give a sense of what type of backlog they are dealing with in some of the steel service centers in your territory. David H. Dingus: Most of them are dealing with a six-month backlog. Brent Thielman - D. A. Davidson & Company: On the Electrical Products side, if utilities do begin to scale back, capital expenditures in calendar 2009, historically, when does that begin to affect your business, given some of your product placement for some of the utilities. David H. Dingus: Normally an eight-month delay. In other words, if a utility company would announce a cutback or reduction of budgets, it would impact our incoming orders immediately, but our revenue stream about eight months later.

There are no further questions in the queue. David H. Dingus: Again, we thank you for your participation today. As we indicated, we will be issuing our fiscal year 2010 guidance later this month and then have a regularly scheduled conference call again in April to review our full year as well as comment again on the outlook coming up.

This concludes today’s conference call.