Item 3.03 Material Modification to Rights of Security Holders.

On January 7, 2009, the Rights Agreement dated, January 7, 1999 between AZZ incorporated (the "Company") and Harris Trust and Savings Bank, as Rights Agent, expired by its own terms. The Board of Directors of the Company determined not to extend the term of the Rights Agreement. Accordingly, as of January 7, 2009, the Company does not have a "poison pill" or shareholder rights plan.