8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported) January 25, 2005

RYERSON TULL, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-9117	36-3425828
(Commission File Number)	(I.R.S. Employer Identification No.)

2621 West 15th Place, Chicago, Illinois 60608

(Address Of Principal Executive Offices, including Zip Code)

(773) 762-2121

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Item 1.01 Entry into a Material Definitive Agreement

On January 25, 2005, the Compensation Committee of the Board of Directors of Ryerson Tull, Inc. (the “Company”) (1) approved payment of special achievement awards consisting of restricted stock and cash to certain named executive officers of the Company in connection with certain strategic initiatives, (2) approved the grant of performance stock awards to executive officers under the Company’s 2002 Incentive Stock Plan, (3) certified achievement of 2004 performance measures under the Company’s Annual Incentive Plan, and (4) established performance measures for 2005 under the Company’s Annual Incentive Plan. The named executive officers receiving special awards are Neil S. Novich, Chairman, President and Chief Executive Officer; Jay M. Gratz, Executive Vice President and Chief Financial Officer; and Gary J. Niederpruem, Executive Vice President.

On January 26, 2005, the Nominating and Governance Committee, in conjunction with the Compensation Committee (and with all other independent members of the Board), approved the compensation level of the chief executive officer, including an increase in annual base salary effective January 31, 2005.

On January 26, 2005, the Board of Directors approved amendments to the Directors’ Compensation Plan to (a) allow directors to elect to have deferred phantom stock accounts paid in shares or cash and (b) conform to requirements of Section 409A of the Internal Revenue Code of 1986 as amended, governing deferred compensation. The Board also approved merit increases in annual base salary for named executive officers other than the chief executive officer effective January 31, 2005.

Information describing these compensation arrangements is included with this Current Report on Form 8-K as exhibits.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 26, 2005, the Board of Directors approved a Restated Certificate of Incorporation of Ryerson Tull, Inc. The Restated Certificate of Incorporation has no substantive changes from the Company’s prior Certificate of Incorporation as amended, but consolidates into one conformed document the Certification of Incorporation as amended from time to time. The Restated Certificate of Incorporation is included with this Current Report on Form 8-K as an exhibit.

Item 9.01 Financial Statements and Exhibits

A list of exhibits is attached hereto as an Exhibit Index and is incorporated by reference.

SIGNATURE

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 hereunto duly authorized.

	RYERSON TULL, INC.
Dated: January 28, 2005	/s/ Lily L. May
	By:	Lily L. May
	Its:	Vice President, Controller and
		Chief Accounting Officer

EXHIBIT INDEX

Exhibit No.	Description
3.1	Restated Certificate of Incorporation
10.1	Schedule of special achievement awards to certain named executive officers
10.2	Form of restricted stock award agreement
10.3	Form of performance award agreement
10.4	2004 Performance Measures under Annual Incentive Plan
10.5	2005 Performance Measures under Annual Incentive Plan
10.6	Amended and Restated Directors’ Compensation Plan
10.7	Named Executive Officer Merit Increases effective January 31, 2005

EX-3.1

EXHIBIT 3.1

RESTATED

CERTIFICATE OF INCORPORATION

of

RYERSON TULL, INC.

The present name of the corporation (hereinafter called the “Corporation”) is Ryerson Tull, Inc. The Corporation was originally incorporated under the name Inland Steel Industries, Inc. The date of filing of the original Certificate of Incorporation of the Corporation with the Secretary of State of Delaware was February 28, 1986. This Restated Certificate of Incorporation restates and integrates and does not further amend the provisions of the Certificate of Incorporation of the Corporation as heretofore amended or supplemented and there is no discrepancy between those provisions and the provisions of this Restated Certificate of Incorporation. This Restated Certificate of Incorporation was duly adopted by the board of directors of the Corporation in accordance with Section 245 of the General Corporation Law of the State of Delaware, as amended.

First: The name of this Corporation is

RYERSON TULL, INC.

Second: The address of its registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

Third: The nature of the business or purpose to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

Fourth: The total number of shares of stock which this Corporation shall have authority to issue is 115,000,000, of which 15,000,000 shares shall be Preferred Stock, $1.00 par value per share (hereinafter sometimes referred to as “Preferred Stock”) and 100,000,000 shares shall be Common Stock, $1.00 par value per share (hereinafter sometimes referred to as “Common Stock”). The shares of stock of this Corporation may be issued from time to time for such consideration as may be fixed from time to time by the Board of Directors.

PART I

PREFERRED STOCK

The Board of Directors is expressly authorized to adopt, from time to time, a resolution or resolutions providing for the issue of Preferred Stock in one or more series, to fix the number of shares in each such series and to fix the designations and the powers, preferences and relative, participating, optional and other special rights and the

qualifications, limitations and restrictions thereof, of each such series. The authority of the Board of Directors with respect to each such series shall include a determination of the following, which may vary as between the different series of Preferred Stock:

(a) The number of shares constituting the series and the distinctive designation of the series;

(b) The dividend rate on the shares of the series, the conditions and dates upon which dividends thereon shall be payable, the extent, if any, to which dividends thereon shall be cumulative, and the relative rights of preference, if any, of payment of dividends thereon;

(c) Whether or not the shares of the series are redeemable and, if redeemable, the time or times during which they shall be redeemable and the amount per share payable on redemption thereof, which amount may, but need not, vary according to the time and circumstances of such redemption;

(d) The amount payable in respect of the shares of the series, in the event of any liquidation, dissolution or winding up of this Corporation, which amount may, but need not, vary according to the time or circumstances of such action, and the relative rights of preference, if any, of payment of such amount;

(e) Any requirement as to a sinking fund for the shares of the series, or any requirement as to the redemption, purchase or other retirement by this Corporation of the shares of the series;

(f) The right, if any, to exchange or convert shares of the series into other securities or property, and the rate or basis, time, manner and condition of exchange or conversion;

(g) The voting rights, if any, to which the holders of shares of the series shall be entitled in addition to the voting rights provided by law; and

(h) Any other terms, conditions or provisions with respect to the series not inconsistent with the provisions of this Article Fourth or any resolution adopted by the Board of Directors pursuant hereto.

The number of authorized shares of Preferred Stock may be increased or decreased by the affirmative vote of the holders of a majority of the stock of this Corporation entitled to vote at a meeting of stockholders. No holder of shares of Preferred Stock of this Corporation shall, by reason of such holding, have any preemptive right to subscribe to any additional issue of stock of any class or series nor to any security convertible into such stock.

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(A) CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES A $2.40 CUMULATIVE CONVERTIBLE PREFERRED STOCK

BE IT RESOLVED, that a series of 295,094 shares of Preferred Stock (the “Preferred Stock”), of this Corporation be and the same is hereby authorized to be known as “Series A $2.40 Cumulative Convertible Preferred Stock.” The designation, powers, preferences and relative, participating, optional and other rights, and qualifications, limitations and restrictions thereof, are as follows (all terms used herein which are defined in the Certificate of Incorporation of this Corporation shall have the same meaning herein, unless defined herein, as such terms have in the Certificate of Incorporation of this Corporation):

SERIES A $2.40 CUMULATIVE CONVERTIBLE PREFERRED STOCK

(1) Designation of the Series. There shall be a series of Preferred Stock to be known as “Series A $2.40 Cumulative Convertible Preferred Stock” (hereinafter sometimes referred to as “Series A Preferred Stock”) consisting of 295,094 shares of Preferred Stock.

(2) Issue. The Series A Preferred Stock shall be issued by this Corporation only upon the conversion of shares of Series A $2.40 Cumulative Convertible Preferred Stock of Inland Steel Company, a Delaware corporation, pursuant to the merger of ISI Merger Corporation, a Delaware corporation, into Inland Steel Company. The Series A $2.40 Cumulative Convertible Preferred Stock of Inland Steel Company was issuable only in connection with the merger of Scholz Homes, Inc., an Ohio Corporation, into Inland Steel Company.

(3) Dividends. The holders of shares of Series A Preferred Stock shall be entitled to receive, if and when declared payable from time to time by the Board of Directors from funds legally available therefor, dividends at the rate of $2.40 per annum per share, and no more, payable quarterly on February 1, May 1, August 1 and November 1 in each year, to holders of record on the respective dates fixed for the purpose by the Board of Directors in advance of payment of each dividend. A quarterly dividend period shall begin on the day following each dividend payment date set forth above and end on the next succeeding dividend payment date. Dividends with respect to any shares of Series A Preferred Stock shall accrue from the date of their issue. If dividends shall not have been paid, or declared and set apart for payment, upon all outstanding shares of Series A Preferred Stock at the aforesaid rate, such deficiency shall be cumulative in full. Accumulation of dividends on the Series A Preferred Stock shall not bear interest. No dividend or distribution, whether in cash, stock or other property (excepting, however, shares of stock of this Corporation of any class ranking junior to the Series A Preferred Stock as to dividends and as to distribution upon liquidation, dissolution or winding up), shall be paid, or declared and set apart for payment, or made, on any date on or in respect of the Common Stock or any other class of stock of this Corporation ranking junior to the Series A Preferred Stock as to dividends, unless all dividends accumulated and unpaid on all outstanding shares of Series A Preferred Stock up to the end of the calendar quarter coinciding with or next preceding such date shall have been paid or declared and set apart

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for payment. Any dividend declared or paid on the Series A Preferred Stock, or any other series of Preferred Stock ranking on a parity with the Series A Preferred Stock as to dividends, in an amount less than the full dividends accumulated and unpaid, up to the end of the calendar quarter coinciding with or next preceding the date for payment of such dividend, on all outstanding shares of Series A Preferred Stock and such other series of Preferred Stock, shall be divided among the Series A Preferred Stock and such other series of Preferred Stock in proportion to the aggregate amounts of dividends accumulated and unpaid, up to the end of such calendar quarter, on outstanding shares of Series A Preferred Stock and such other series.

(4) Redemption. The outstanding shares of Series A Preferred Stock may be redeemed, in whole or in part, at the option of this Corporation by a vote of the Board of Directors, at any time or from time to time at the redemption price of $44.00 per share, together in all cases with an amount equal to all dividends accumulated and unpaid thereon to the date fixed for such redemption. If less than all shares of Series A Preferred Stock are to be redeemed, the shares to be redeemed shall be determined by a lot or in such other equitable manner as the Board of Directors may determine. Notice of any proposed redemption of any shares of Series A Preferred Stock shall be given by mailing a copy of such notice, postage prepaid, to the holders of record of the shares of Series A Preferred Stock to be redeemed, at their respective addresses then appearing on the books of this Corporation, not more than ninety nor less than forty-five days prior to the date fixed for redemption, but no failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceeding for the redemption of any shares of Series A Preferred Stock to be redeemed. On the date fixed for redemption of any shares of Series A Preferred Stock, this Corporation shall, and at any time not more than ninety days prior to such date may, deposit the aggregate of the redemption price of the shares to be redeemed (except that no such deposit shall be required with respect to any shares to be redeemed which prior to the date of such deposit shall have been converted pursuant to the exercise of the conversion right provided in paragraph (5) hereof) with a bank or trust company (the “Depositary”), designated in the notice of such redemption, doing business in the City of Chicago, Illinois, or in the Borough of Manhattan, the City and State of New York, having a combined capital, surplus and undivided profits aggregating at least $5,000,000, in trust for payment to the holders of the shares to be redeemed, and deliver irrevocable written instructions authorizing the Depositary to apply such deposit solely to the redemption of the shares to be redeemed. Such written instructions may provide that (i) any of such deposit remaining unclaimed, at the expiration of six years after the date fixed for such redemption, by the holder of any of such shares be returned to this Corporation, after which return such holder shall have no claim against the Depositary but shall have a claim as an unsecured creditor against this Corporation for the redemption price thereof, without interest, and (ii) any of such deposit which shall not be required for such redemption because of the exercise of the aforementioned conversion right of the shares to be redeemed shall be released or repaid to this Corporation forthwith. Notice of redemption having been duly given, or the Depositary having been irrevocably authorized by this Corporation to give said notice, and the redemption price of the shares to be redeemed having been deposited, all as aforesaid, then all shares of Series A Preferred Stock with respect to which such deposit shall have been made shall forthwith, whether or not the date fixed for such redemption

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shall have occurred or the certificates for such shares shall have been surrendered for cancellation, be deemed no longer to be outstanding for any purpose, and all rights with respect to such shares shall thereupon cease and terminate, except the right of the holders of such shares to receive, out of such deposit in trust, on the redemption date the redemption price to which they are entitled, without interest, and except the right of the holders of such shares to convert such shares on or before the third day prior to the date fixed for redemption.

(5) Conversion. The holder of each outstanding share of Series A Preferred Stock shall have the right at any time (except as otherwise herein provided if such share shall be called for redemption), at his option, to convert such share into Common Stock, on and subject to the terms and conditions hereinafter set forth.

(a) Subject to the provisions for adjustment hereinafter set forth, the shares of Series A Preferred Stock shall be convertible at an office or agency referred to below into full paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at the rate of one share of Common Stock for each share of Series A Preferred Stock surrendered for conversion.

(b) In order to exercise such conversion privilege, the holder of any shares of Series A Preferred Stock to be converted shall present and surrender the certificate representing such shares during usual business hours at any office or agency of this Corporation maintained for the transfer of Series A Preferred Stock and shall deliver a written notice of the election of the holder to convert the shares of Series A Preferred Stock represented by such certificate or any portion thereof specified in such notice. Such notice shall also state the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. If so required by this Corporation, any certificate for shares of Series A Preferred Stock surrendered for conversion shall be accompanied by instructions of transfer, in form satisfactory to this Corporation, duly executed by the holder of such shares or his duly authorized representative. Each conversion of shares of Series A Preferred Stock shall be deemed to have been effected on the date (the “conversion date”) on which the certificate or certificates representing such shares shall have been surrendered and such notice and any required instruments of transfer received as aforesaid, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable on such conversion shall be deemed to have become on the conversion date the holder or holders of record of the shares of Common Stock represented thereby.

(c) As promptly as practicable after the presentation and surrender for conversion, as herein provided, of any certificate for shares of Series A Preferred Stock, this Corporation shall issue and deliver at such office or agency, to or upon the written order of the holder thereof, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion. No fractional share of Common Stock, or scrip representing a fractional share, shall be issued

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upon the conversion of any Series A Preferred Stock, but in lieu thereof, this Corporation shall pay in cash the fair value of such fractional share as of the conversion date. In case any certificate for shares of Series A Preferred Stock shall be surrendered for conversion of a part only of the shares represented thereby, this Corporation shall deliver at such office or agency to or upon the written order of the holder thereof, a certificate or certificates for the number of shares of Series A Preferred Stock represented by such surrendered certificate which are not being converted. The issuance of certificates for shares of Common Stock issuable upon the conversion of shares of Series A Preferred Stock shall be made without charge to the converting holder for any tax in respect of the issue thereof. This Corporation shall not, however, be required to pay any tax which may be payable with respect to any transfer involved in the issue and delivery of any certificate in a name other than that of the holder of the shares of Series A Preferred Stock being converted, and this Corporation shall not be required to issue or deliver any such certificate unless and until the person requesting the issue thereof shall have paid to this Corporation the amount of such tax or has established to the satisfaction of this Corporation that such tax has been paid.

(d) Upon any conversion of shares of Series A Preferred Stock into shares of Common Stock pursuant hereto, no adjustment with respect to dividends shall be made; only those dividends shall be payable on shares of Series A Preferred Stock so converted as may be declared and made payable to holders of record of shares of Series A Preferred Stock on a date prior to the conversion date with respect to the shares so converted; and only those dividends shall be payable on shares of Common Stock issued upon such conversion as may be declared and made payable to holders of record of shares of Common Stock on or after such conversion date.

(e) In the event any shares of the Series A Preferred Stock shall be called for redemption, the right to convert such shares of Series A Preferred Stock pursuant hereto shall terminate at the close of business on the third day prior to the date fixed for redemption of such shares, unless payment of the redemption price of such shares is not available on the date fixed for redemption (or if such day is not a business day of the Depositary for such redemption, then on the next succeeding business day of the Depositary) to a holder of such shares who has satisfied all the requirements of the notice of such redemption and duly demanded such payment.

(f) The number of shares of Common Stock into which each share of Series A Preferred Stock is convertible shall be subject to adjustment from time to time as follows:

(i) In case this Corporation shall (A) distribute to the holders of outstanding shares of its Common Stock any shares of stock of this Corporation, whether by dividend, subdivision or otherwise, (B) combine outstanding shares of its Common Stock into a smaller number of shares, or (C) reclassify shares of its Common Stock, the holder of each

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outstanding share of Series A Preferred Stock shall thereafter be entitled to receive upon the conversion of such share (subject to such further adjustments as may be required pursuant to clauses (ii), (iii) and (iv) of this subparagraph (f) or any of said clauses) the number of shares of this Corporation which at the date of such conversion, he would have owned and been entitled to receive had such share of Series A Preferred Stock been converted immediately prior to the happening of the first of such events to occur after the issue of such share and prior to such conversion.

(ii) In case this Corporation shall issue to all holders of its Common Stock any rights or warrants enabling them to subscribe for or purchase shares of Common Stock at a price per share less than the average market price per share of Common Stock (as hereinafter defined) at the time of such issuance, in each such case the number of shares of Common Stock into which each outstanding share of Series A Preferred Stock shall thereafter be convertible shall be determined by multiplying the number of shares of Common Stock into which such share of Series A Preferred Stock was theretofore convertible by a fraction of which the numerator shall be the sum of the number of shares of Common Stock outstanding at the time of such issuance and the number of additional shares of Common Stock so offered for subscription or purchase, and of which the denominator shall be the sum of the number of shares of Common Stock outstanding at the time of such issuance and the number of shares of Common Stock which the aggregate offering price (before deduction of underwriting discounts or commissions and other expenses) of the total number of shares so offered for subscription or purchase would purchase at the average market price per share of Common Stock at such time.

(iii) In case this Corporation shall distribute to all holders of its Common Stock any assets (other than cash dividends) or evidences of its indebtedness or rights or warrants (other than those referred to in clause (ii) of this subparagraph (f)) entitling them to subscribe for or purchase any of its securities, in each such case the number of shares of Common Stock into which each outstanding share of Series A Preferred Stock shall thereafter be convertible shall be determined by multiplying the number of shares of Common Stock into which such share of Series A Preferred Stock was theretofore convertible by a fraction of which the numerator shall be the average market price per share of Common Stock at the time of such distribution, and of which the denominator shall be the average market price per share of Common Stock at such time less the fair value (as determined by the Board of Directors, whose determination shall be conclusive and shall be described in a statement filed with each transfer agent for shares of Series A Preferred Stock and for the Common Stock) of the portion of the assets or evidences of indebtedness or rights or warrants so distributed applicable to one of the shares of Common Stock outstanding at such time.

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(iv) In case of any consolidation or merger of this Corporation with or into another corporation, or in case of any sale or conveyance to another corporation of all or substantially all the property of this Corporation, the holder of each outstanding share of Series A Preferred Stock then outstanding and thereafter remaining outstanding shall have the right thereafter to convert each share held by him into the kind and amount of shares of stock, other securities, cash and property receivable upon such consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock into which such share might have been converted immediately prior to such consolidation, merger, sale or conveyance, and shall have no other conversion rights; in any such event, effective provision shall be made, in the certificate of incorporation of the resulting or surviving corporation or otherwise, so that the provisions set forth herein for the protection of the conversion rights of the shares of the Series A Preferred Stock shall thereafter be applicable, as nearly as reasonably may be, to any such other shares of stock, other securities, cash and property deliverable upon conversion of the shares of the Series A Preferred Stock remaining outstanding or other convertible stock or securities received by the holders in place thereof, and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon the exercise of the conversion privilege, such shares, other securities, cash or property as the holders of the shares of the Series A Preferred Stock remaining outstanding, or other convertible stock or securities received by the holders in place thereof, shall be entitled to receive pursuant to the provisions hereof, and to make provision for the protection of the conversion right as above provided.

(v) There shall be no adjustment required under this subparagraph (f) for the issuance by this Corporation of any shares of Common Stock or any rights or options to subscribe for or purchase shares of Common Stock, in accordance with any employee stock option or stock purchase plan or any similar plan for the benefit of any employees of this Corporation or any of its subsidiaries.

(g) For the purposes of computation under this paragraph (5), the average market price per share of Common Stock at any time shall be the average of the per share daily closing prices for the 30 consecutive business days commencing 45 business days before the time in question. The closing price for each day shall be the last sales price regular way or, in case no such sale takes place on such day, the average of the closing bid and asked prices regular way, in either case as quoted on the New York Stock Exchange, or, if the Common Stock is not then listed or admitted to trading on such Exchange, on the principal national securities exchange on which the Common Stock is then listed or admitted to trading, or if not then listed or admitted to trading on any national securities exchange, the average of the high bid and low asked prices in the over-the-counter market, as reported by National Quotation Bureau, Inc., or a similar organization, designated by this Corporation. The term “business day” as used in this subparagraph (g) shall mean a day on which trading in securities occurs on the New York Stock Exchange or any successor thereto.

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(h) No adjustment in the number of shares of Common Stock into which any outstanding share of Series A Preferred Stock is convertible shall be required unless such adjustment would require an increase or decrease of at least 1/100th of a share in the number of shares of Common Stock into which such share of Series A Preferred Stock is then convertible; provided, however, that any adjustments which by reason of this subparagraph (h) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this paragraph (5) shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be.

(i) Whenever any adjustment is required in the shares into which any share of Series A Preferred Stock is convertible, this Corporation shall forthwith (i) file with each office or agency maintained by this Corporation for the transfer of Series A Preferred Stock a statement describing in reasonable detail the adjustment and method of calculation used, and (ii) cause a copy of such notice to be mailed to the holders of record of shares of Series A Preferred Stock at their addresses as shown on the books of this Corporation.

(j) All shares of Series A Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares, including the rights, if any, to receive notices and to vote, shall forthwith cease and determine, except only the right of the holders thereof, subject to the provisions of subparagraph (c) of this paragraph (5), to receive Common Stock in exchange therefor.

(k) In the event that:

(i) this Corporation shall take action to make any distribution (other than cash dividends and dividends or distributions payable in shares of its Common Stock) to the holders of its Common Stock;

(ii) this Corporation shall take action to offer for subscription pro rata to the holders of its Common Stock any securities of any kind;

(iii) this Corporation shall take action to accomplish any capital reorganization, or reclassification of the capital stock of this Corporation (other than a subdivision or combination of its Common Stock), or consolidation or merger to which this Corporation is a party and for which approval of any stockholders of this Corporation is required, or sale of all or substantially all of its assets to another corporation; or

(iv) this Corporation shall take action looking to a voluntary or involuntary dissolution, liquidation or winding up of this Corporation;

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then, in any one or more of such cases, this Corporation shall cause written notice thereof to be mailed to each holder of shares of Series A Preferred Stock at his address as shown on the books of this Corporation at least 15 days prior to the date or expected date on which the books of this Corporation shall close or a record shall be taken for such distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding up. Such notice shall specify, in the case of any such distribution or subscription rights, the date or expected date on which the holders of Common Stock shall be entitled thereto, or, if appropriate, shall specify the date or expected date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be.

(l) For the purposes of this paragraph (5), the term “Common Stock” shall mean (i) the class of stock designated as the Common Stock of this Corporation on the date of this Certificate of Designations, Preferences and Rights of Series A Preferred Stock, or (ii) any other class of stock resulting from successive changes or reclassifications of such Common Stock consisting solely of changes in par value or from no par value to par value, or from par value to no par value. In the event that at any time as a result of an adjustment made pursuant to the provisions of subparagraph (f) of this paragraph (5), the holder of any share of Series A Preferred Stock thereafter surrendered for conversion shall become entitled to receive any shares of this Corporation or any successor corporation other than shares of Common Stock, thereafter the number of such other shares so receivable upon conversion of any shares of Series A Preferred Stock shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in subparagraph (f) of this paragraph (5), and the other provisions of this paragraph (5) with respect to the Common Stock shall apply on like terms to any such other shares.

(6) Liquidation. In the event of any dissolution, liquidation or winding up of this Corporation whether voluntary or involuntary, the fixed liquidation amount payable in respect of each share of outstanding Series A Preferred Stock shall be $44.00. The holders of the then outstanding shares of Series A Preferred Stock shall be entitled to receive, for each such share, such fixed liquidation amount in cash, plus an amount equal to all dividends accumulated and unpaid thereon to the date fixed for such payment, and no more, before any distribution of assets shall be made to the holders of shares of Common Stock or any other class of stock of this Corporation ranking junior to the Series A Preferred Stock as to distribution on liquidation, dissolution or winding up, but if the distributable assets are insufficient to make such payment in full to the holders of all outstanding shares of Series A Preferred Stock and any other series of Preferred Stock ranking on a parity with the Series A Preferred Stock as to distribution upon liquidation, dissolution or winding up, such assets shall be distributed among the holders of outstanding shares of Series A Preferred Stock and any such other series of Preferred

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Stock, ratably per share in proportion to the full per share amounts to which they respectively are entitled. The voluntary sale, conveyance, lease, exchange or transfer of all or substantially all the property or assets of this Corporation (unless in connection therewith the dissolution, liquidation or winding up of this Corporation is specifically approved), or the merger or consolidation of this Corporation into or with any other corporation, or the merger of any other corporation into it, or any purchase or redemption of shares of stock of this Corporation of any class, shall be deemed to be a dissolution, liquidation or winding up of this Corporation for the purpose of this paragraph (6).

(7) Voting. Except for voting by the holders of the Series A Preferred Stock as a separate class or series as required by law or by paragraph (8), the holder of each outstanding share of Series A Preferred Stock shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders; and in case of any voting by the holders of the Series A Preferred Stock, as members of a separate class or series, as required by law or by paragraph (8), the holder of each outstanding shares of Series A Preferred Stock shall be entitled to one vote as a member of such separate class or series.

(8) Class Vote Upon Certain Events. The consent of the holders of at least a majority of the shares of Series A Preferred Stock at the time outstanding given at a meeting at which the holders of such shares shall vote separately as a series shall be required with respect to those matters specified in subparagraphs (a) and (b) of this paragraph (8). If any other series or class of preferred stock of this Corporation shall be created which ranks on a parity with the Series A Preferred Stock with respect to the right to receive dividends or the right to receive any distribution upon liquidation, dissolution or winding up, the Series A Preferred Stock shall in any matter covered by this paragraph (8) vote as a class together with the shares of all such other series or classes which in such matter are affected in substantially the same manner as the Series A Preferred Stock with respect to the right to receive any dividends or the right to receive any distribution upon liquidation, dissolution or winding up.

(a) The authorization, creation or issue of any class of stock, or any class of stock or obligation or other right convertible into or evidencing the right to purchase any class of stock ranking prior to the Series A Preferred Stock with respect to the right to receive dividends or the right to receive any distribution upon liquidation, dissolution or winding up.

(b) The merger or consolidation of this Corporation with or into any other corporation having an effect on the Series A Preferred Stock substantially similar to the effect of any action described in subparagraph (a) of this paragraph (8), except that the provisions of this paragraph (8) shall not be applicable with respect to any action described in subparagraph (a) where the effect on the Series A Preferred Stock is required by the terms of a series or class of preferred stock of such other corporation which is outstanding before any such merger or consolidation.

(9) Increase or Decrease in Shares of the Series. The Board of Directors is expressly authorized to adopt, from time to time, a resolution or resolutions, providing for

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an increase or decrease in the number of shares constituting the Series A Preferred Stock, but no such decrease shall reduce at any time such number of shares below the number of shares of Series A Preferred Stock at the time outstanding.

(B) CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES D JUNIOR PARTICIPATING PREFERRED STOCK

RESOLVED, that pursuant to the authority vested in the Board of directors of this Corporation in accordance with the provisions of its Certificate of Incorporation, a series of Preferred Stock of the Corporation be and it hereby is created, and that the designation and amount thereof and the voting powers, preferences and relative, participating, optional and other special rights of the shares of such series, and the qualifications, limitations or restrictions thereof are as follows:

Section 1. Designation and Amount. The shares of such series shall be designated as “Series D Junior Participating Preferred Stock” and the number of shares constituting such series shall be 600,000.

Section 2. Dividends and Distributions.

(A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series D Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series D Junior Participating Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of February, May, August, and November in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series D Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $10 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value of $1.00 per share, of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series D Junior Participating Preferred Stock. In the event the Corporation shall at any time after November 25, 1987 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series D Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction and the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

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(B) The Corporation shall declare a dividend or distribution on the Series D Junior Participating Preferred Stock as provided in Paragraph (A) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $10 per share on the Series D Junior Participating Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

(C) Dividends shall begin to accrue and be cumulative on outstanding shares of Series D Junior Participating Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series D Junior Participating Preferred Stock, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series D Junior Participating Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series D Junior Participating Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series D Junior Participating Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

Section 3. Voting Rights. The holders of shares of Series D Junior Participating Preferred Stock shall have the following voting rights:

(A) Subject to the provision for adjustment hereinafter set forth, each share of Series D Junior Participating Preferred Stock shall entitle the holder thereof to 100 votes on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the number of votes per share to which holders of shares of Series D Junior Participating Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

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(B) Except as otherwise provided herein or by law, the holders of shares of Series D Junior Participating Preferred Stock, the holders of shares of Series A $2.40 Cumulative Convertible Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.

(C) (i) If at any time dividends on any Series D Junior Participating Preferred Stock shall be in arrears in an amount equal to six (6) quarterly dividends thereon, the occurrence of such contingency shall mark the beginning of a period (herein called a “default period”) which shall extend until such time when all accrued and unpaid dividends for all previous quarterly dividend periods and for the current quarterly dividend period on all shares of Series D Junior Participating Preferred Stock then outstanding shall have been declared and paid or set apart for payment. During each default period, all holders of Preferred Stock, ranking on a parity with this series either as to dividends or the distribution of assets upon liquidation, dissolution or winding up and upon which like voting rights have been conferred and are exercisable (the “Parity Preferred Stock”), with dividends in arrears in an amount equal to six (6) quarterly dividends thereon, voting as a class, irrespective of series, shall have the right to elect two (2) Directors.

(ii) During any default period, such voting right of the holders of Series D Junior Participating Preferred Stock may be exercised initially at a special meeting called pursuant to subparagraph (iii) of this Section 3(C) or at any annual meeting of stockholders, and thereafter at annual meetings of stockholders, provided that neither such voting right nor the right of the holders of any other series of Parity Preferred Stock, if any, to increase, in certain cases, the authorized number of Directors shall be exercised unless the holders of ten percent (10%) in number of shares of Parity Preferred Stock outstanding shall be present in person or by proxy. The absence of a quorum of the holders of Common Stock shall not affect the exercise by the holders of Parity Preferred Stock of such voting right. At any meeting at which the holders of Parity Preferred Stock shall exercise such voting right initially during an existing default period, they shall have the right, voting as a class, to elect Directors to fill such vacancies, if any, in the Board of Directors as may then exist up to two (2) Directors or, if such right is exercised at an annual meeting, to elect two (2) Directors. If the number which may be so elected at any special meeting does not amount to the required number, the holders of the Parity Preferred Stock shall have the right to make such increase in the number of Directors as shall be necessary to permit the election by them of the required number. After the holders of the Parity Preferred Stock shall have exercised their right to elect Directors in any default period and during the continuance of such period, the number of Directors shall not be increased or decreased except by vote of the holders of Parity Preferred Stock as herein provided or pursuant to the rights of any equity securities ranking senior to or pari passu with the Series D Junior Participating Preferred Stock.

(iii) Unless the holders of Parity Preferred Stock shall, during an existing default period, have previously exercised their right to elect Directors, the

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Board of Directors may order, or any stockholder or stockholders owning in the aggregate not less than ten percent (10%) of the total number of shares of Parity Preferred Stock outstanding, irrespective of series, may request, the calling of a special meeting of the holders of Parity Preferred Stock, which meeting shall thereupon be called by the President, a Vice President or the Secretary of the Corporation. Notice of such meeting and of any annual meeting at which holders of Parity Preferred Stock are entitled to vote pursuant to this paragraph (C)(iii) shall be given to each holder of record of Parity Preferred Stock by mailing a copy of such notice to him at his last address as the same appears on the books of the Corporation. Such meeting shall be called for a time not earlier than 20 days and not later than 60 days after such order or request or in default of the calling of such meeting within 60 days after such order or request, such meeting may be called on similar notice by any stockholder or stockholders owning in the aggregate not less than ten percent (10%) of the total number of shares of Parity Preferred Stock outstanding. Notwithstanding the provisions of this paragraph (c)(iii), no such special meeting shall be called during the period within 60 days immediately preceding the date fixed for the next annual meeting of the stockholders.

(iv) In any default period, the holders of Common Stock, Series A $2.40 Cumulative Convertible Preferred Stock and other classes of stock of the Corporation if applicable, shall continue to be entitled to elect the whole number of Directors until the holders of Parity Preferred Stock shall have exercised their right to elect two (2) Directors voting as a class, after the exercise of which right (x) the Directors so elected by the holders of Parity Preferred Stock shall continue in office until their successors shall have been elected by such holders or until the expiration of the default period, and (y) any vacancy in the Board of Directors may (except as provided in paragraph (C)(ii) of this Section 3) be filled by vote of a majority of the remaining Directors theretofore elected by the holders of the class of stock which elected the Director whose office shall have become vacant. References in this paragraph (C) to Directors elected by the holders of a particular class of stock shall include Directors elected by such Directors to fill vacancies as provided in clause (y) of the foregoing sentence.

(v) Immediately upon the expiration of a default period, (x) the right of the holders of Parity Preferred Stock as a class to elect Directors shall cease, (y) the term of any Directors elected by the holders of Parity Preferred Stock as a class shall terminate, and (z) the number of Directors shall be such number as may be provided for in the certificate of incorporation or by-laws irrespective of any increase made pursuant to the provisions of paragraph (C)(ii) of this Section 3 (such number being subject, however, to change thereafter in any manner provided by law or in the certificate of incorporation or by-laws). Any vacancies in the Board of Directors effected by the provisions of clauses (y) and (z) in the preceding sentence may be filled by a majority of the remaining Directors.

(D) Except as set forth herein, holders of Series D Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

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Section 4. Certain Restrictions.

(A) Whenever quarterly dividends or other dividends or distributions payable on the Series D Junior Participating Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series D Junior Participating Preferred Stock outstanding shall have been paid in full, the Corporation shall not:

(i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series D Junior Participating Preferred Stock;

(ii) declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series D Junior Participating Preferred Stock, except dividends paid ratably on the Series D Junior Participating Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

(iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series D Junior Participation Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series D Junior Participating Preferred Stock;

(iv) purchase or otherwise acquire for consideration any shares of Series D Junior Participating Preferred Stock, or any shares of stock ranking on a parity with the Series D Junior Participating Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual divided rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment amount the respective series of classes.

(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

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Section 5. Reacquired Shares. Any shares of Series D Junior Participating Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein.

Section 6. Liquidation, Dissolution or Winding Up.

(A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series D Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series D Junior Participating Preferred Stock shall have received per share the Preferential Amount. The Preferential Amount shall be equal to the sum of the Fixed Amount and the Variable Amount. The Fixed Amount shall be equal to $9,000 per share of Series D Junior Participating Preferred Stock, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment. The Variable Amount shall be equal to the difference between (a) the assets of the Corporation available for distribution to holders of Series D Junior Participating Preferred Stock and all other series of Preferred Stock, if any, which rank on a parity with respect to liquidation with the Series D Junior Participating Preferred Stock (such other Preferred Stock, the “Equivalent Preferred Stock”), and (b) the sum of (i) the product of the Fixed Amount and the number of outstanding shares of Series D Junior Participating Preferred Stock (such product, the “Aggregate Fixed Amount”), (ii) the aggregate liquidation preference of all shares of Equivalent Preferred Stock, (iii) the quotient obtained by dividing (x) the product of the Fixed Amount and the number of outstanding shares of Common Stock, by (y) 100 (as appropriately adjusted as set forth in subparagraph C below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (y), the “Adjustment Number”), and (iv) the amount to be distributed to holders of stock, other than Series D Junior Participating Preferred Stock, Equivalent Preferred Stock and Common Stock, after the distribution of the liquidation preference on all Equivalent Preferred Stock and the distribution of an amount equal to the Aggregate Fixed Amount on the Series D Junior Participating Preferred Stock but prior to any distribution to holders of Common Stock, which difference will then be divided by the sum of the number of shares of Series D Junior Participating Preferred Stock outstanding and a quotient obtained by dividing the number of shares of Common Stock outstanding by the Adjustment Number. Following payment of the Preferential Amount to the holders of Series D Junior Participating Preferred Stock, the remaining assets shall be distributed ratably to the holders of shares of Common Stock (subject to the rights of shares of any other series of Preferred Stock).

Following such distributions to the holders of Series D Junior Participating Preferred Stock, the remaining assets shall be distributed ratably to the holders of shares of Common Stock.

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(B) In the event, however, that there are not sufficient assets available to permit payment in full of the Preferential Amount and the liquidation preferences of all Equivalent Preferred Stock, then the assets available for distribution to the Series D Junior Participating Preferred Stock and to such Equivalent Preferred Stock shall be distributed ratably to the holders of such shares in proportion to their respective liquidation preferences, with the per share liquidation preference of the Series D Junior Participating Preferred Stock being the Fixed Amount for this purpose.

(C) In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Section 7. Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series D Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision of adjustment hereinafter set forth equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series D Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Section 8. No Redemption. The shares of Series D Junior Participating Preferred Stock shall not be redeemable.

Section 9. Ranking. The Series D Junior Participating Preferred Stock shall rank junior to all other series of the Corporation’s Preferred Stock as to the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise.

Section 10. Amendment. At such time as shares of Series D Junior Participating Preferred Stock are outstanding, the Certificate of Incorporation of the Corporation shall not be further amended in any manner which would materially alter or

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change the powers, preferences or special rights of the Series D Junior Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of a majority or more of the outstanding shares of Series D Junior Participating Preferred Stock, voting separately as a class.

Section 11. Fractional Shares. Series D Junior Participating Preferred Stock may be issued in fractions of a share which shall entitle the holder, in proportion to such Holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series D Junior Participating Preferred Stock.

PART II

COMMON STOCK

(a) Dividends. Subject to any prior rights to receive dividends to which the holders of shares of any series of the Preferred Stock may be entitled, the holders of shares of Common Stock shall be entitled to receive dividends, if and when declared payable from time to time by the Board of Directors, from funds legally available therefor.

(b) Liquidation. In the event of any dissolution, liquidation or winding up of this Corporation, whether voluntary or involuntary, after there shall have been paid to the holders of shares of Preferred Stock the full amounts to which they shall be entitled, the holders of the then outstanding shares of Common Stock shall be entitled to receive, pro rata, any remaining assets of this Corporation available for distribution to its stockholders. The Board of Directors may distribute in kind to the holders of the shares of Common Stock such remaining assets of this corporation or may sell, transfer or otherwise dispose of all or any part of such remaining assets to any other corporation, trust or entity and receive payment therefor in cash, stock or obligations of such other corporation, trust or entity or any combination thereof, and may sell all or any part of the consideration so received, and may distribute the consideration received or any balance or proceeds thereof to holders of the shares of Common Stock. The voluntary sale, conveyance, lease, exchange or transfer of all or substantially all the property or assets of this Corporation (unless in connection therewith the dissolution, liquidation or winding up of this Corporation is specifically approved), or the merger or consolidation of this Corporation into or with any other corporation, or the merger of any other corporation into it, or any purchase or redemption of shares of stock of this Corporation of any class, shall not be deemed to be a dissolution, liquidation or winding up of this Corporation for the purpose of this paragraph (b).

(c) Voting. Except as provided by law or this Certificate of Incorporation with respect to voting by class or series, each outstanding share of Common Stock of this Corporation shall entitle the holder thereof to one vote on each matter submitted to a vote at a meeting of stockholders.

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(d) Reservation of Common Stock. Such numbers of shares of Common Stock as may from time to time be required for such purpose shall be reserved for issuance (i) upon conversion of any shares of Preferred Stock or any obligation of this Corporation convertible into shares of Common Stock and (ii) upon exercise of any options or warrants to purchase shares of Common Stock.

(e) Preemptive Rights. No holder of shares of Common Stock of this Corporation shall, by reason of such holding, have any preemptive right to subscribe to any additional issue of stock of any class or series nor to any security convertible into such stock.

Fifth: Any action required or permitted to be taken by the stockholders of the Corporation, whether voting as a class or otherwise, must be taken at a duly called annual or special meeting of the stockholders of the Corporation and may not be taken by consent in writing of such stockholders, except that the Board of Directors at any time may by resolution provide that the holders of Preferred Stock, or any series thereof, may take any action required or permitted to be taken by such holders by consent in writing without a meeting.

Sixth: [Intentionally omitted.]

Seventh: The Corporation is to have perpetual existence.

Eighth: The Corporation may indemnify, in accordance with and to the full extent now or hereafter permitted by law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, an action by or in the right of the Corporation), by reason of his acting as a director, officer, employee or agent of, or his acting in any other capacity for, on behalf of, or at the request of, the Corporation, against any liability or expense actually and reasonably incurred by such person in respect thereof.

Ninth: No director of the Corporation shall be personally liable to this Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director, except for liability (i) for any breach of the director’s duty of loyalty to this Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of any of the provisions of the Article Ninth shall apply to or have any effect on the liability or alleged liability of any director of this Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

Tenth: In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter or repeal the by-laws of the Corporation.

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Eleventh: Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the by-laws of the Corporation. Elections of directors need not be by written ballot unless the by-laws of the Corporation shall so provide.

Twelfth: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

Thirteenth: The Board of Directors is authorized to sell, assign, transfer, convey and otherwise dispose of a part of the property, assets and effects of this Corporation, less than the whole or substantially the whole thereof, on such terms and conditions as they shall deem advisable, without the assent of the stockholders in writing or otherwise; and also to sell, assign, transfer, convey and otherwise dispose of the whole, or substantially the whole, of the property, assets, effects, franchises and good will of the Corporation on such terms and conditions as they shall deem advisable but only with the assent in writing, or pursuant to the vote, of the holders of not less than two-thirds in interest of all the stock of this Corporation, but in any event not less than the amount required by law.

IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate of Incorporation to be executed by its duly authorized officer who hereby acknowledges that such signature is his act and deed and that the facts stated herein are true this 28th day of January, 2005.

/s/ Joyce E. Mims

Joyce E. Mims

Vice President & General Counsel

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EX-10.1

Exhibit 10.1

Schedule of special achievement awards to certain named executive officers

2004 SPECIAL AWARDS

Background

From time to time unusual events merit awards for outstanding individual performance outside of the short-term incentive plan. Special events such as restructurings, mergers and acquisitions or comprehensive programs have been the basis for special recognition in the past.

*    *    *    *    *

2004 SPECIAL AWARDS

INTEGRIS ACQUISITION
n       Neil S. Novich CEO, President & Chairman		15,000	shares of restricted stock 100% vesting after 3 years
n       Jay Gratz EVP & CFO		6,700	shares of restricted stock 100% vesting after 3 years
SAP IMPLEMENTATION
n       Gary Niederpruem EVP		5,000	shares of restricted stock 100% vesting after 3 years
J & F ACQUISITION
n       Jay Gratz EVP & CFO		10,000	shares of restricted stock 100% vesting after 3 years
REFINANCING
n       Jay Gratz EVP & CFO	$	127,500	cash

EX-10.2

Exhibit 10.2

FORM OF

RESTRICTED STOCK AWARD AGREEMENT

Ryerson Tull, Inc. maintains the Ryerson Tull 2002 Incentive Stock Plan the “Plan”) and you have been selected to receive an award of restricted stock under the Plan. To the extent not specified in the Plan, the terms of the award have been determined by the Compensation Committee of the Board of Directors of the Company (the “Committee”) as outlined below. To the extent applicable, capitalized terms used herein shall have the meaning set forth in the Plan.

Granted To:
Social Security Number:
Transfer Date:	January 25, 2005
Number of Shares:
Vesting Schedule:	January 24, 2008

Restricted Stock Terms

1. Award. The restricted shares issued to you are shares of Common Stock, $1.00 par value, of the Company. No certificates representing the shares will be issued until you or your transferee becomes entitled to the shares (that is, after the shares become vested).

2. Vesting. If you remain continuously employed by the Company and its affiliates during a vesting period, you will become vested in the shares as of the last day of that vesting period. Any shares that do not vest during an applicable vesting period shall be forfeited and shall not be carried over for vesting in later vesting periods.

3. Termination of Employment. If, at any time during a vesting period, you cease to be employed by the Company and its affiliates by reason of death, physical or mental incapacity or retirement at or after age 65 with at least 5 years service with the Company (or prior to such date with the consent of the Committee), you will be entitled to that portion of the number of shares that would otherwise be payable to you if you had been continuously employed for the vesting period, multiplied by a fraction, the numerator of which is the number of whole calendar months for which you were employed during the vesting period and the denominator of which is the number of whole calendar months in the vesting period. The Committee, in its sole discretion, may determine that a larger number of shares will be vested (but not exceeding the maximum number of shares that would have otherwise vested in that vesting period). If you cease to be employed during a vesting period for any other reason, all shares of restricted stock that have not yet vested will be forfeited unless the Committee specifically determines otherwise in its sole discretion (subject to applicable Code rules).

4. Delivery of Shares. Shares determined to be vested for a vesting period shall be delivered to you (or your transferee) as soon as practicable after the expiration of the vesting period. Prior to any delivery of shares upon the vesting of such shares, you are required to pay to the Company the amount of any tax required by law to be withheld in respect of such delivery. Subject to rules established by the Committee, you may pay the required withholding taxes by electing to have the Company withhold shares which are otherwise to be delivered to you upon vesting of such shares or to have the Company accept from you other shares, in either case having a fair market value equal to the amount of the required withholding.

5. Transfers of Shares. Neither you nor your transferee may sell, assign, transfer, pledge or otherwise dispose of or encumber the shares until they are delivered except: (a) by will or the laws of descent and distribution, or (b) with the advance written consent of the Committee and only if any such transfer or ability to transfer does not affect the exemption provided by Rule 16b-3 under the Securities Exchange Act of 1934, you may transfer the shares to, or in trust for the benefit of, you or your spouse or descendants. All such transfers are subject to the establishment of such requirements or entry into such agreements as the Company may reasonably require in order to administer the Plan or to assure compliance with applicable tax, securities and other laws.

In the event that any provision of this Agreement is inconsistent with the Plan, the terms and conditions of the Plan shall govern. The Committee shall have the authority to interpret this Agreement and to determine all questions which may arise in connection with the restricted stock granted hereunder, and all such interpretations and determinations shall be conclusive and binding on all persons.

EX-10.3

Exhibit 10.3

Ryerson Tull, Inc.

2002 Incentive Stock Plan

Form of

Performance Award Agreement

You have been selected to be a Participant in the Ryerson Tull, Inc. 2002 Incentive Stock Plan (the “Plan”), as specified below:

Participant:
Number of Performance Shares Granted:
Date of Grant:
Beginning of Performance Cycle:
End of Performance Cycle:
Performance Measure:	Return on Net Assets (“RONA”)
Performance Measurement Threshold:	4-year average RONA =             %
Performance Measurement Target:	4-year average RONA =             %
Performance Measurement Cap:	4-year average RONA =             %
Maximum Number of Performance Shares Payable (subject to the Value Cap):

If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan’s terms shall completely supersede and replace the conflicting terms of this Agreement. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein.

To the extent not specified in the Plan, the terms of this award have been determined by the Compensation Committee of the Board of Directors of the Company (the “Committee”), as outlined in this Agreement.

1. Settlement of Award. Under Section 9(a)(iii) of the Plan, For each Performance Share earned by you, as determined in accordance with the provisions of Exhibit 1, which is attached to and forms a part of this Agreement, the Company shall deliver to you (a) one share of Common Stock or (b) cash equal to the Fair Market Value of one share of Common Stock. Any earned Performance Shares payable to you in accordance with this Section are payable in Common Stock or cash as you may elect from time to time, or may be deferred at your election as provided in the Plan and in any rules adopted by the Committee. For earned Performance Shares paid in shares of Common Stock, any fractional shares of Common Stock shall be rounded to the nearest whole share of Common Stock. The Fair Market Value of Common Stock shall have the definition provided in the Plan and in any rules adopted by the Committee.

2. Eligibility for Earned Performance Shares. You shall be eligible for payment of earned Performance Shares only if your employment with the Company:

(a) Continues through the end of the Performance Cycle;

(b) Is terminated due to Normal Retirement (as defined in the Ryerson Tull Pension Plan) during the Performance Cycle;

(c) Is terminated due to Disability or death during the Performance Cycle; or

(d) Is terminated involuntarily for reasons other than Cause during the Performance Cycle.

If you retire under Normal Retirement, suffer a Disability, or are terminated involuntarily for reasons other than Cause during the Performance Cycle, you shall be eligible only for that proportion of the number of Performance Shares earned for such Performance Cycle that your number of full months of participation during the Performance Cycle bears to 48 months. “Cause” has the same meaning ascribed to it in the Employment Agreement between you and the Corporation or, if you are not party to an Employment Agreement, in the form of employment agreement approved by the Compensation Committee and in effect at the date of termination.

In the event of your death, the Performance Cycle for this award will be deemed to end at December 31 of the year of your death, attainment of the Performance Measures will be computed as of that December 31, and you shall be eligible only for that proportion of the number of Performance Shares deemed earned for such deemed Performance Cycle that your number of full months of participation during the Performance Cycle bears to 48 months. Your beneficiary shall be entitled to the Performance Shares to which you otherwise would have been entitled under the same conditions as would have been applicable to you.

Termination of employment during the Performance Cycle for any reason other than Normal Retirement, Disability, death, or involuntarily for reasons other than Cause, shall require forfeiture of this entire award, with no payment to you.

3. Deferral of Award. The payment of the shares of Common Stock earned pursuant to this Performance Award Agreement to you may be deferred, in whole or in part, at your election. If you elect to defer your receipt of such shares of earned Common Stock, the amount deferred will be denominated in share units that will be deemed to be invested in and ultimately be paid out, at your election, in the form of shares of Common Stock or in cash equal to the Fair Market Value of shares of Common Stock at the payment date. You must make a deferral election prior to the beginning of the Performance Cycle. The duration of the deferral extends to Retirement or termination of employment. Once made, the deferral election is irrevocable.

4. Tax Withholding. The Company shall have the power and the right to deduct or withhold, or require the Participant or beneficiary to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Agreement.

5. Nontransferability. Performance Shares may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.

6. Change in Control. In the event of a Change in Control of the Company, you will receive an amount in cash with respect to this performance award if it is outstanding on the date of the Change in Control equal to (i) the Change in Control Price, multiplied by (ii) 100% of the target award amount, and further multiplied by (iii) a fraction, the denominator of which is the number of months (rounded to the nearest whole number) in the performance cycle, and the numerator of which is the number of months (rounded to the nearest whole number) of the performance cycle elapsed prior to the date of the Change in Control of the Company; provided, however, that if the Company’s market capitalization as of the date of the Change in Control is less than $250 million, “30%” shall be substituted for “100%” in clause (ii) above; and, provided further, that the foregoing amount shall be in lieu of any other payment with respect to this performance award, and if you receive any payment with respect to this performance award after the Change in Control, but prior to your Date of Termination, it shall reduce, but not below zero, the amount to which you are entitled under this paragraph (6) for this award.

7. Miscellaneous.

(a) This Agreement shall not confer upon Participant any right to continuation of employment by the Company, nor shall this Agreement interfere in any way with the Company’s right to terminate his or her employment at any time.

(b) With the approval of the Board, the Committee may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan may in any way adversely affect Participant’s rights under this Agreement.

(c) This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

Exhibit 1

This Exhibit 1 is incorporated into and forms a part of the Agreement.

Revision of Performance Measures. The Performance Measures set forth in this Exhibit 1 and the Agreement may be modified by the Committee during, and after the end of, the Performance Cycle to reflect significant events that occur during the Performance Cycle; provided, however, that if the Participant is or will be a Covered Employee for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, then such modification can only be undertaken in a manner consistent with the requirements of Section 162(m) and the regulations thereunder, unless the Committee, in its sole discretion, decides otherwise.

Amount of Award. No award shall be earned or payable unless the Company’s aggregate earnings over the Performance Period is greater than $0.00. When the Company’s aggregate earnings over the Performance Period is greater than $0.00, the amount distributable to the Participant under the Agreement shall be determined in accordance with the following schedule:

2005 Award of Performance Shares Earned and Payable at December 31, 2008

Actual Average RONA for the Performance Cycle	RONA as a Percent of the Performance Measurement Target		Performance Shares Earned as a Percent of Target Award Amount		Target Award Amount (Number of Performance Shares in the Initial Award)	Performance Shares Earned (Number of Shares*/Value Cap)
Less than             %	Less than	%	0	%	______	0
%		%	30	%*	______	*
%		%	85	%	______	______
%		%	100	%	______	______
%		%	115	%	______	______
%		%	200	%*	______	* shares/$             but not less than              shares

* Subject to the Value Cap described below.

Note: Performance Shares earned above a threshold average RONA over the Performance Cycle of             % will be interpolated from the above chart, up to a maximum number of Performance Shares earned at the Performance Measurement Cap of             %, which maximum is the lesser of (1)              shares and (2) the Value Cap of $            , but in no event less than              shares (the initial award of performance shares).

*The Value Cap is a limit on the total economic value of what may be earned that can impact the shares earned as follows: performance shares can be earned only up to the point that the total economic value of all shares delivered to a participant does not exceed two times the economic value of the initial award (except as noted below). The economic value of the initial award is computed by multiplying 100% of the performance shares underlying the initial award by the 12-month average price of Company stock (excluding the two highest and two lowest prices) prior to the grant date, which price was $14.19. Notwithstanding this Value Cap, if performance is at or above target a participant will receive no less than the initial award of performance shares provided for at the beginning of the cycle.

EX-10.4

Exhibit 10.4

2004 Performance Measures under Annual Incentive Plan

For 2004, the Compensation Committee established the following performance measures under Ryerson Tull, Inc.’s Annual Incentive Plan:

OROOA (operating profit divided by operating assets) for all business units except CST (Customer Solutions Team)

Profitability and Revenue Growth for CST

EX-10.5

Exhibit 10.5

2005 Performance Measures under Annual Incentive Plan

For 2005, the Compensation Committee established the following performance measures under Ryerson Tull, Inc.’s Annual Incentive Plan:

OROOA (operating profit divided by operating assets) for all business units except CST (Customer Solutions Team)

Profitability and Revenue Growth for CST

EX-10.6

Exhibit 10.6

Amended and Restated Directors’ Compensation Plan

RYERSON TULL

DIRECTORS’ COMPENSATION PLAN

(As amended and restated as of January 22, 2003)

(As further amended as of January 1, 2005)

ARTICLE 1. -

GENERAL

1.01 Purpose and Effective Date. The Ryerson Tull Directors’ Compensation Plan (the “Plan”) has been established by Ryerson Tull, Inc. (the “Company”) to provide alternative methods of compensating those directors of the Company who do not otherwise receive compensation as employees of the Company or its affiliates in order to aid the Company in attracting and retaining as directors persons whose abilities, experience and judgment can contribute to the continued progress of the Company, and to facilitate the directors’ ability to acquire a proprietary interest in the Company through the acquisition of the Company’s common stock, $1.00 par value per share (“Stock”). The provisions of the Plan as set forth herein constitute an amendment, restatement and continuation of the Plan, and an amendment, restatement and continuation of the Ryerson Tull Directors’ 1999 Stock Option Plan (the “Option Plan”) and the combination thereof, each as in effect immediately prior to January 22, 2003, the “Effective Date” hereof.

1.02 Participation. Only Non-Employee Directors of the Company shall be eligible to participate in the Plan. As of any applicable date, a “Non-Employee Director” is a person who is serving as a director of the Company who is not an employee of the Company or any affiliate of the Company as of that date.

1.03 Administration. The authority to manage and control the operation and administration of the Plan shall be vested in a committee of the Board of Directors of the Company (the “Board”) which committee (the “Committee”) shall have such authorities as delegated to it from time to time by the Board. Subject to the limitations of the Plan and any limitations on authorities imposed on the Committee by the Board, the Committee shall have the sole and complete authority to:

(a) interpret the Plan and to adopt, amend and rescind administrative guidelines and other rules and regulations relating to the Plan;

(b) correct any defect or omission and reconcile any inconsistency in the Plan or in any payment made hereunder; and

(c) make all other determinations and take all other actions necessary or advisable for the implementation and administration of the Plan.

The Committee’s determinations on matters within its control shall be conclusive and binding on the Company and all other persons.

1.04 Shares Subject to the Plan. The Stock which shall be available for distribution pursuant to the Plan shall be treasury shares (including, in the discretion of the Company, shares purchased in the open market). The maximum number of shares of Stock to be distributed pursuant to the Plan shall be 461,000, inclusive of the number of shares previously distributed under the Plan and the Option Plan each as in effect immediately prior to the Effective Date; provided, however, that:

(a) in the event of any merger, consolidation, reorganization, recapitalization, spinoff, stock dividend, stock split, reverse stock split, rights offering, exchange or other change in the corporate structure or capitalization of the Company affecting the Stock, the number and kind of shares of Stock available for awards under the Plan shall be equitably adjusted in such manner as the Committee shall determine in its sole judgment;

(b) in determining what adjustment, if any, is appropriate pursuant to paragraph (a), the Committee may rely on the advice of such experts as it deems appropriate, including, but not limited to, counsel, investment bankers and accountants of the Company; and

(c) no fractional shares shall be granted or authorized pursuant to any adjustment in accordance with paragraph (a), although cash payments may be authorized in lieu of fractional shares that may otherwise result from such an equitable adjustment.

(d) in the event of the exercise or termination (by reason of forfeiture, expiration, cancellation, surrender or otherwise) of any award under the Plan, that number of shares of Stock that was subject to the award, but not delivered, shall again be available for awards under the Plan; provided, however, that shares which are surrendered in payment of the Option Price upon the exercise of an Option in accordance with subsection 2.1 shall not again be available for issuance under the Plan.

1.05 Compliance with Applicable Laws. Notwithstanding any other provision of the Plan, the Company shall have no obligation to deliver any shares of Stock under the Plan unless such delivery would comply with all applicable laws and the applicable requirements of any securities exchange or similar entity. Prior to the delivery of any shares of Stock under the Plan, the Company may require a written statement that the recipient is acquiring the shares for investment and not for the purpose or with the intention of distributing the shares. If the redistribution of shares is restricted pursuant to this subsection 1.5, the certificates representing such shares may bear a legend referring to such restrictions.

1.06 Director and Shareholder Status. The Plan will not give any person the right to continue as a director of the Company, or any right or claim to any benefits under the Plan unless such right or claim to any benefits has specifically accrued under the terms of the Plan. Participation in the Plan and any right to accrued benefits shall not create any rights in a director (or any other person) as a shareholder of the Company until shares of Stock are registered in the name of the director (or such other person).

1.07 Definition of Fair Market Value. The “Fair Market Value” of a share of Stock on any date shall be equal to the average (rounded up to the next whole cent) of the high and low prices of a share of Stock reported on the New York Stock Exchange Composite Transactions for the applicable date or, if there are no such reported trades for such date, for the last previous date for which trades were reported.

1.08 Source of Payments. Except for Stock actually delivered pursuant to the Plan, the Plan constitutes only an unfunded, unsecured promise of the Company to make payments or awards to directors (or other persons) or deliver Stock in the future in accordance with the terms of the Plan.

1.09 Nonassignment. Neither a director’s nor any other person’s rights to payments or awards under the Plan are subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the director.

1.10 Elections. Any notice or document required to be filed with the Committee under the Plan will be properly filed if delivered or mailed by registered mail, postage prepaid, to the Committee, in care of the Company, at the Company’s principal executive offices. The Committee may, by advance written notice to affected persons, revise such notice procedure from time to time. Any notice required under the Plan may be waived by the person entitled thereto.

ARTICLE 2. -

PAYMENT OF RETAINER

2.01 Payment of Retainer. Subject to the terms and conditions of the Plan, for each Award Year (as defined below), each individual who is a Non-Employee Director during such Award Year shall be paid an annual retainer in an amount determined from time to time by the Board (the “Retainer”). The term “Award Year” means a twelve-month period beginning as of the first day of the first month following a regular annual meeting of the Company’s shareholders. Each Non-Employee Director shall have his or her Retainer for any Award Year paid in cash (a “Cash Retainer”), shares of restricted Stock (a “Restricted Stock Retainer”), shares of unrestricted stock (a “Stock Retainer”) or options (an “Option Retainer”), or a combination thereof, as determined by the Board from time to time or, to the extent authorized by the Board, as elected by the Non-Employee Director, all in accordance with and subject to the following:

(a) Prior Award Years. Any Retainer for an Award Year commencing prior to the Effective Date which was payable in accordance with Section 2 of the Plan as in effect immediately prior to the Effective Date shall continue to be payable in accordance with the terms thereof.

(b) Cash Retainer. As of the last day of each calendar quarter which includes any calendar month of an Award Year commencing after the Effective

Date, each Non-Employee Director shall be paid an amount equal to one-twelfth of his or her annual Cash Retainer for such Award Year multiplied by the number of months of such Award Year occurring in such calendar quarter, excluding any such month in which the individual did not serve as a Non-Employee Director.

(c) Restricted Stock Retainer. As of the first day of any Award Year commencing after the Effective Date, each Non-Employee Director shall be paid his or her Restricted Stock Retainer for such Award Year in the form of shares of Stock which are nontransferable and subject to forfeiture until earned as described below (“Restricted Stock”), subject to the following:

(1) In the event that an individual becomes a Non-Employee Director after the first day of an Award Year, the Restricted Stock Retainer payable with respect to such individual shall be paid as of the first day of the month coincident with or immediately following the date on which he or she becomes a Non-Employee Director and the amount of such Restricted Stock Retainer shall be equal to (x) the otherwise applicable annual Restricted Stock Retainer reduced by (y) one-twelfth thereof multiplied by the number of full months of such Award Year, if any, preceding the date on which such individual became a Non-Employee Director.

(2) The number of shares of Restricted Stock payable to any Non-Employee Director with respect to an Award Year in accordance with the foregoing provisions of this paragraph (c) shall be determined on the basis of the Fair Market Value of a share of Stock on the date as of which such payment is made.

(3) The shares of Restricted Stock payable to a Non-Employee Director for an Award Year pursuant to this paragraph (c) shall be earned by him or her, and the restrictions on transfer of such shares shall lapse, in quarterly installments on the last day of each calendar quarter, beginning with the last day of the calendar quarter in which the shares of Restricted Stock became payable; provided, however, that any shares of Restricted Stock which are not earned by a Non-Employee Director as of the last day of the calendar quarter in which his or her service as a Non-Employee Director terminates shall be forfeited.

(4) The number of shares of Restricted Stock for any Award Year which are earned by a Non-Employee Director for any calendar quarter shall be equal to the product of (A) the total number of shares of Restricted Stock awarded to him or her for the Award Year, multiplied by (B) a fraction, the numerator of which is the number of months of such Award Year occurring in such calendar

quarter during any portion of which the individual served as a Non-Employee Director, and the denominator of which is twelve; provided, however, that in the case of an individual who first becomes a Non-Employee Director after the first full month of such Award Year, the denominator shall be reduced by the number of full calendar months of such Award Year elapsed prior to the date he or she became a Non-Employee Director. In the event that this subparagraph (iv) results in a fractional share of Restricted Stock being earned as of the last day of a calendar quarter, such fractional share shall be rounded up to a whole share.

(d) Stock Retainer. As of the last day of each calendar quarter which includes any calendar month of an Award Year commencing after the Effective Date, each Non-Employee Director shall be paid an amount in shares of Stock (based on the Fair Market Value of a share of Stock on that date) equal to one-twelfth of his or her annual Stock Retainer for such Award Year multiplied by the number of months of such Award Year occurring in such calendar quarter, excluding any such month in which the individual did not serve as a Non-Employee Director. In the event that a fractional share of Stock is payable in accordance with the foregoing sentence as of the last day of any calendar quarter, such fractional share shall be rounded up to a whole share.

(e) Option Retainer. As of the date of each regular annual meeting of the Company’s stockholders, each person who is a Non-Employee Director immediately after such annual meeting shall be paid his or her Option Retainer for the following Award Year in the form of an option to acquire shares of Stock (an “Option”) at an aggregate Option Price (as defined below) having a Black-Scholes value equal to such Option Retainer, subject to the following:

(1) Each individual who first becomes a Non-Employee Director after the date of the Annual Meeting shall be awarded, as of the date the individual becomes a Non-Employee Director, an Option having a Black-Scholes value equal to the otherwise applicable annual Option Retainer, multiplied by a fraction the denominator of which is 12 and the numerator of which is the number of whole calendar months remaining until the date of the next regular annual meeting of the Company’s shareholders; provided, however, that if the individual becomes a Non-Employee Director prior to the 15^th day of any calendar month, the month in which he or she becomes a Non-Employee Director shall be included in the numerator described in this sentence.

(2) For purposes of the Plan, the Black-Scholes value of an Option shall be determined in the sole discretion of the Board.

(3) The price at which shares of Stock may be purchased upon the exercise of an Option (the “Option Price”) shall be equal to the greater of (a) the Fair Market Value of a share of Stock as of the date on which the Option is granted, or (b) the par value of a share of Stock on such date.

(4) Each Option granted to a Non-Employee Director under this subsection 2.1(e) shall be exercisable in whole or in part at such times as may be determined by the Committee at the time of grant; provided, however, that in no event shall an Option be exercisable prior to the day after the six-month anniversary of the date on which the Option was granted or on or after the ten-year anniversary of the date of grant. The full Option Price of each share of Stock purchased upon the exercise of any Option shall be paid at the time of such exercise and, as soon as practicable thereafter, a certificate representing the shares so purchased shall be so delivered to the person entitled thereto. The Option Price shall be payable in cash or in shares of Stock (valued at Fair Market Value as of the day of exercise), including through cashless exercise as permitted under regulations promulgated by the Board of Governors of the Federal Reserve System (subject to any applicable restrictions necessary to comply with section 402 of the Sarbanes-Oxley Act of 2002 or rules adopted by the Securities and Exchange Commission), or in any combination thereof.

(5) To the extent provided by the Board, an Option may include a tandem stock appreciation right which a Non-Employee Director may exercise in lieu of exercising the Option for one or more shares of Stock, and which will entitle the Non-Employee Director to receive the difference between the Option Price with respect to such shares and the then Fair Market Value of such shares either in cash or in shares of Stock with a Fair Market Value equal to such difference, provided, however, that the Non-Employee Director will be paid cash in lieu of any fractional share to which he or she would otherwise be entitled upon exercise of such stock appreciation right. Notwithstanding the preceding sentence, no stock appreciation right shall be granted under the Plan on or after January 1, 2005, unless such stock appreciation right meets the applicable requirements of paragraphs (2), (3) and (4) of Section 409A(a) of the Internal Revenue code of 1986 as amended (the “Code”).

2.02 Elections as to Form of Payment. To the extent that the Board authorizes Non-Employee Directors to elect to receive all or any portion of their annual Retainer, expressed as a dollar amount, in the form of Restricted Stock, Stock or Options, the number of shares of Restricted Stock or Stock or the number of Options payable with respect to such election shall be determined in accordance with paragraphs 2.1 (c), (d), and (e), respectively.

A Non-Employee Director’s election as to the form of payment of his or Retainer shall be valid only if it is in writing, signed by the Non-Employee Director, and with respect to deferred compensation filed with the Committee prior to the beginning of the calendar year for which it is effective in accordance with uniform and nondiscriminatory rules adopted by the Committee. Once effective, a Non-Employee Director’s election pursuant to this subsection 2.2 shall remain in effect for successive calendar years until it is revised or revoked. Any such revision or revocation shall be in writing, signed by the Non-Employee Director and filed with the Committee and shall be effective for the calendar year next following the date on which it is received by the Committee, or such later date specified in such notice.

ARTICLE 3. -

DEFERRALS

3.01 Elective Deferrals. Subject to the terms and conditions of the Plan, each Non-Employee Director may elect to defer the receipt of all or any portion of his or her Cash Retainer or Stock Retainer and Eligible Fees (as defined below) by filing a written “Deferral Election” with the Committee in accordance with uniform and nondiscriminatory rules adopted by the Committee. A Non-Employee Director’s Deferral Election shall specify the portion of his or her Retainer and Eligible Fees to be deferred and the future date as of which distribution of the deferred amounts is to be made in accordance with the terms and conditions of the Plan (the “Distribution Date”). If no Distribution Date is specified in a Non-Employee Director’s Deferral Election, the Distribution Date shall be deemed to be the first business day in January of the year following the date on which (i) in the case of compensation deferred prior to January 1, 2005, the Non-Employee Director ceases to be a director of the Company for any reason, or (ii) in the case of compensation deferred after December 31, 2004, the Non-Employee Director separates from service with the Company within the meaning of Section 409A of the Code. A Non-Employee Director’s Deferral Election shall be effective with respect to the portion of his or her Retainer and Eligible Fees otherwise payable to him or her for services rendered after the last day of the calendar year in which such election is filed with the Committee; provided, however, that:

(a) a Deferral Election which is filed within 30 days of the date on which a director first becomes a Non-Employee Director shall be effective with respect to all Eligible Fees and Retainer otherwise payable to him or her after the date of the Deferral Election; and

(b) by notice filed with the Committee in accordance with uniform and nondiscriminatory rules established by it, a Non-Employee Director may terminate or modify any Deferral Election as to his or her Retainer and Eligible Fees payable to him or her for services rendered after the last day of the calendar year in which such notice is filed with the Committee.

For purposes of the Plan, the term “Eligible Fees” means the meeting fees, committee fees and committee chair fees (and does not include any portion of the Retainer) that would otherwise be payable to the Non-Employee Director by the Company as established, from time to time, by the Board or any committee thereof.

3.02 Mandatory Deferrals. The Board may from time to time require that all or any portion of any Retainer be deferred in accordance with uniform nondiscriminatory rules established by it.

3.03 Crediting and Adjustment of Deferred Amounts. The amount of any Retainer and Eligible Fees deferred pursuant to subsection 3.1 or, except as otherwise provided by the Board, subsection 3.2 (“Deferred Compensation”) shall be credited to a bookkeeping account maintained by the Company in the name of the Non-Employee Director (the “Deferred Compensation Account”), which account shall consist of two subaccounts, the “Company Stock Subaccount” and the “Cash Subaccount.” The amount, if any, of the Stock Retainer with respect to which a Non-Employee Director has filed a Deferral Election pursuant to subsection 3.1 or which is deferred pursuant to subsection 3.2 shall be credited to his or her Company Stock Subaccount. Any other Deferred Compensation shall be credited to his or her Cash Subaccount. A Non-Employee Director’s Deferred Compensation Account shall be adjusted as follows:

(a) As of the first day of each calendar quarter (which dates are referred to herein as “Accounting Dates”), the Non-Employee Director’s Cash Subaccount shall be adjusted as follows:

(1) first, the amount of any distributions made since the last preceding Accounting Date and attributable to the Cash Subaccount shall be charged to the Cash Subaccount;

(2) next, the balance of the Cash Subaccount after adjustment in accordance with subparagraph (i) next above shall be credited with interest since the last preceding Accounting Date computed at the prime rate as reported by Bank One (or its successor) for such date or, if such date is not a business day, for the next preceding business day;

(3) finally, after adjustment in accordance with the foregoing provisions of this paragraph (a), the Cash Subaccount shall be credited with the portion of the Deferred Compensation otherwise payable to the Non-Employee Director since the last preceding Accounting Date which is to be credited to the Cash Subaccount.

(b) The Non-Employee Director’s Company Stock Subaccount shall be adjusted as follows:

(1) as of any date on or after the Effective Date on which any portion of a Non-Employee Director’s Retainer would have been payable to the Non-Employee Director in Stock but for deferral in accordance with this Section 3, the Company Stock Subaccount shall be credited with a number of “Stock Units” equal to the number of shares of Stock (including any fractional shares) to which he or she would have been entitled pursuant to subsection 2.1(d);

(2) as of the date on which shares of Stock are distributed to the Non-Employee Director in accordance with subsection 3.4 below, an equal number of Stock Units will be subtracted from the Company Stock Subaccount; and

(3) as of the record date for any dividend paid on Stock, the Company Stock Subaccount shall be credited with that number of additional Stock Units which is equal to the number obtained by multiplying the number of Stock Units then credited to the Company Stock Subaccount by the amount of the cash dividend or the fair market value (as determined by the Board) of any dividend in kind payable on a share of Stock, and dividing that product by the then Fair Market Value of a share of Stock.

In the event of any merger, consolidation, reorganization, recapitalization, spinoff, stock split, reverse stock split, rights offering, exchange or other change in the corporate structure or capitalization of the Company affecting the Stock, each Non-Employee Director’s Company Stock Subaccount shall be equitably adjusted in such manner as the Committee shall determine in its sole judgment.

(c) Each Non-Employee Director’s Deferred Compensation Account and each subaccount thereof shall separately reflect the portion of such account or subaccount which is attributable to compensation deferred prior to January 1, 2005, and the portion attributable to compensation deferred after December 31, 2004.

3.04 Payment of Deferred Compensation Account. Except as otherwise provided in this subsection 3.4 or subsection 3.5, the balances credited to the Cash Subaccount and Company Stock Subaccount of a Non-Employee Director’s Deferred Compensation Account shall each be payable to the Non-Employee Director in a lump sum or quarterly installments (over a period not exceeding ten years) as elected by the Non-Employee Director in his or her Deferral Election; provided, however, that if no distribution form was elected by the Non-Employee Director in his or her Deferral Election, payment shall be made in a lump sum. Installment distributions shall commence as of the first day of the first calendar quarter after the Distribution Date and shall continue as of the first day of each calendar quarter thereafter for the applicable period. Notwithstanding the foregoing, a Non-Employee Director, by filing a notice with the Committee at least one year prior to the Distribution Date, may elect to change the number of payments to a single payment or to any number of quarterly payments not in excess of forty; provided, however, that with respect to the deferrals made after December 31, 2004, no such election shall be permitted which would (i) accelerate the time or schedule of any payment, except as permitted by regulations promulgated under Section 409A of the Code, or (ii) delay a payment unless the first payment with respect to which such election is made is deferred for a period of not less than five years from the date the payment would otherwise have been made and, if payments would

otherwise be made in installments commencing prior to the Non-Employee Director’s separation from service, the election is made at least 12 months prior to the first scheduled installment payment.. Each installment payment shall include a cash portion, if applicable, and a Stock portion, if applicable, as follows:

(a) The cash portion to be paid as of any date determined under the foregoing provisions of this Section 3.4 and charged to the Cash Subaccount shall be equal to the balance of the Cash Subaccount multiplied by a fraction, the numerator of which is one and the denominator of which is the number of remaining payments to be made, including such payment.

(b) The Stock portion to be paid as of any date determined under the foregoing provisions of this Section 3.4 and charged to the Company Stock Subaccount shall be distributed or paid in (i) whole shares of Stock, the number of shares of which shall be determined by rounding to the next lower integer the product obtained by multiplying the number of Stock Units then credited to the Non-Employee Director’s Company Stock Subaccount by a fraction, the numerator of which is one and the denominator of which is the number of remaining payments to be made, including such payment, (ii) cash equal to the Fair Market Value of the Stock that would be distributable under the immediately preceding clause, or (iii) a combination of Stock and cash as elected by the Non-Employee Director by written notice filed with the Company prior to such distribution. The Fair Market Value of any fractional share of Stock remaining after all installment Stock distributions have been made to the Non-Employee Director pursuant to this paragraph (b) shall be paid to the Non-Employee Director in cash.

Notwithstanding the foregoing, the Committee, in its sole discretion, may distribute all balances in any Deferred Compensation Account which are attributable to deferrals made prior to January 1, 2005, to a Non-Employee Director (or former Non-Employee Director) in a lump sum as of any date.

3.05 Payments in the Event of Death. If a Non-Employee Director dies before payment of his or her Deferred Compensation Account is completed, all amounts then credited to his or her Deferred Compensation Account shall be distributed to his or her Beneficiary (as described below), as soon as practicable after his or her death, in a lump sum. Any amounts in the Cash Subaccount shall be distributed in cash and any amounts in the Stock Subaccount shall be distributed in whole shares of Stock determined in accordance with paragraph 3.4(b), and the Fair Market Value of any fractional share of Stock shall be distributed in cash. For purposes of the Plan, the Non-Employee Director’s “Beneficiary” is the person or persons the Non-Employee Director designates, which designation shall be in writing, signed by the Non-Employee Director and filed with the Committee prior to the Non-Employee Director’s death. A Beneficiary designation shall be effective when filed with the Committee in accordance with the preceding sentence. If more than one Beneficiary has been designated, the balance in the Non-Employee Director’s Deferred Compensation Account shall be distributed to each such Beneficiary per capita (with cash distributed in lieu of any fractional share of Stock). In the absence of a Beneficiary designation or if no Beneficiary survives the Non-Employee Director, the Beneficiary shall be the Non-Employee Director’s estate.

ARTICLE 4. -

AMENDMENT AND TERMINATION

While the Company expects and intends to continue the Plan, the Board reserves the right to, at any time and in any way, amend, suspend or terminate the Plan; provided, however, that no amendment, suspension or termination shall:

(a) be made without shareholder approval to the extent such approval is required by law, agreement or the rules of any exchange or automated quotation system upon which the Stock is listed or quoted;

(b) except as provided in subsection 3.3 (relating to lump sum payments of amounts held in a Non-Employee Director’s Deferred Compensation Account) or this Section 4, materially alter or impair the rights of a Non-Employee Director under the Plan without the consent of the Non-Employee Director with respect to rights already accrued hereunder;

(c) make any change that would disqualify the Plan or any other plan of the Company intended to be so qualified from the exemption provided by Rule 16b-3 under the Securities Exchange Act of 1934, as amended; or

(d) make any change which would cause the Plan to fail to meet the requirements of paragraph (2), (3) and (4) of Section 409A(a) of the Code.

EX-10.7

Exhibit 10.7

Named Executive Officer Merit Increases

Effective January 31, 2005

NAME/ TITLE	2005 ANNUAL BASE SALARY
Neil S. Novich Chairman, President And Chief Executive Officer	$	750,000
Jay M. Gratz Executive Vice President, Chief Financial Officer & President – Ryerson Tull Coil Processing	$	475,000
Gary J. Niederpruem Executive Vice President	$	475,000
James M. Delaney President – Customer Solutions Team & Chief Procurement Officer	$	263,000
Stephen E. Makarewicz President – Ryerson Tull South	$	280,000