10-K

2005

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
x	OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2005
	OR
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
	For the transition period from              to
	Commission File No. 1-9117

RYERSON INC.

(Exact name of registrant as specified in its charter)

Delaware (State of Incorporation)	36-3425828 (I.R.S. Employer Identification No.)
2621 West 15th Place, Chicago, Illinois (Address of Principal executive offices)	60608 (Zip Code)

Registrant’s telephone number, including area code: (773) 762-2121

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

Title of each class	Name of exchange on which registered
Common Stock ($1.00 par value), including Preferred Stock Purchase Rights	New York Stock Exchange, Inc.

Securities registered pursuant to Section 12(g) of the Act:

None

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

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Exchange Act Rule 12b-2).

Large accelerated filer  ¨        Accelerated filer  x        Non-accelerated filer  ¨

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

The aggregate market value of the voting stock of the registrant held by non-affiliates of the registrant was approximately $361,200,000 as of June 30, 2005.(1)

The number of shares of Common Stock ($1.00 par value) of the registrant outstanding as of February 28, 2006 was 25,812,173.

(1) Excluding stock held by directors and executive officers of registrant, without admission of affiliate status of such individuals for any other purpose.

DOCUMENTS INCORPORATED BY REFERENCE

Part III of this Report on Form 10-K incorporates by reference certain information from the registrant’s definitive Proxy Statement that will be furnished to stockholders in connection with the Annual Meeting of Stockholders of the registrant scheduled to be held on May 9, 2006.

This Annual Report on Form 10-K contains statements which constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements appear in a number of places, including Item 1. “Business,” Item 3. “Legal Proceedings” and Item 7. “Management’s Discussion and Analysis of Financial Conditions and Results of Operations.” Such statements can be identified by the use of forward-looking terminology such as “believes,” “expects,” “may,” “estimates,” “will,” “should,” “plans” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements as a result of various factors. Among the factors that significantly impact the metals distribution industry and the Company’s business are: cyclicality of our business, due to the cyclical nature of our customers’ businesses; managing the costs of purchased metals relative to the price at which we sell our products during periods of rapid price escalation, when we may not be able to pass through pricing increases fully to our customers quickly enough to maintain desirable gross margins; managing inventory and other costs and expenses; consolidation in the metals manufacturing industry, from which we purchase product, which could limit our ability to effectively negotiate and manage costs of inventory or cause material shortages, either of which would impact profitability; remaining competitive and maintaining market share in the highly fragmented metals distribution industry, in which price is a competitive tool and in which customers who purchase commodity products are often able to source metals from a variety of sources; whether our growth strategies, including our marketing programs and acquisitions, will generate sufficient additional sales to increase our market share or profitability; whether we can integrate acquisitions such as Integris Metal successfully without loss of key employees or customers; the timing and cost of our consolidation of our multiple information technology platforms to a single SAP platform, particularly in light of the number of facilities acquired when we purchased Integris Metals; our ability to improve internal control over financial reporting and remediate our material weakness; our customer base, which, unlike many of our competitors, contains a substantial percentage of large customers, so that the potential loss of one or more large customers could negatively impact tonnage sold and our profitability; potential for a work slowdown or another work stoppage at our Chicago-area plants, which represent about 10 percent of sales, and at which the joint union membership initiated a strike on March 6, 2006 but returned to work on March 13, 2006 and are working without a contract, while contract negotiations continue; and our substantial debt, with a debt-to-capitalization ratio of 62% at December 31, 2005, with $575 million available under our credit facility and with $425 million in outstanding notes, including $100 million 9 ¹/8% Notes due July 15, 2006. This report identifies other factors that could cause such differences (see Item 1A. “Risk Factors” herein). No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.

TABLE OF CONTENTS

Note Regarding Forward-Looking Statements

		Page
	PART I
Item 1.	Business	1
Item 1A.	Risk Factors	8
Item 1B.	Unresolved Staff Comments	14
Item 2.	Properties	15
Item 3.	Legal Proceedings	18
Item 4.	Submission of Matters to a Vote of Security Holders	18
	Executive Officers of the Registrant	19
	PART II
Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	20
Item 6.	Selected Financial Data	20
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	44
Item 8.	Financial Statements and Supplementary Data	44
	Report of Independent Registered Public Accounting Firm	45
	Notes to Consolidated Financial Statements	51
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	96
Item 9A.	Controls and Procedures	96
	Management’s Report on Internal Control Over Financial Reporting	96
Item 9B.	Other Information	98
	PART III
Item 10.	Directors and Executive Officers of the Registrant	98
Item 11.	Executive Compensation	99
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	99
Item 13.	Certain Relationships and Related Transactions	100
Item 14.	Principal Accounting Fees and Services	100
	PART IV
Item 15.	Exhibits and Financial Statement Schedules	100

PART I

ITEM 1.    BUSINESS.

Ryerson Inc. (“Ryerson”), formerly Ryerson Tull, Inc., a Delaware corporation, is the sole stockholder of Joseph T. Ryerson & Son, Inc. (“JTR”), a Delaware corporation, of Integris Metals, Ltd., a Canadian federal corporation (“IM-Canada”) and of Ryerson Canada, Inc., an Ontario corporation (“Ryerson Canada”). Unless the context indicates otherwise, Ryerson, JTR, IM-Canada and Ryerson Canada, together with their subsidiaries, are collectively referred to herein as the “Company”. The Company also owns certain joint venture interests, which are not material, in certain foreign operations discussed below.

On January 4, 2005, Ryerson acquired all of the capital stock of Integris Metals, Inc. (“Integris Metals”) for a cash purchase price of $410 million, plus assumption of approximately $234 million of Integris Metals’ debt. Integris Metals was the fourth largest metals service center in North America with leading market positions in aluminum and stainless steel.

Effective January 1, 2006, Ryerson’s operating subsidiaries J. M. Tull Metals Company, Inc (“Tull”), J&F Steel, LLC (“J&F”), and Integris Metals, Inc. and its U.S. subsidiaries (collectively, IM-US) merged into JTR.

The Company has a single reportable operating segment, which until January 4, 2005 was comprised of JTR, Tull, and Ryerson Canada, and after that date until the January 1, 2006 merger of certain of its operating subsidiaries as described above, was comprised of JTR, Tull, IM-US., J&F, IM-Canada and Ryerson Canada, leading metals distribution and materials processing organizations.

Operations

The Company conducts its materials distribution operations in the United States through its operating subsidiary JTR, which merged with the Company’s other U.S. operating subsidiaries IM-U.S., J&F and Tull effective January 1, 2006; in Canada through Ryerson Canada, Inc. and Integris Metals, Ltd.; in Mexico through Coryer, S.A. de C.V. a joint venture with G. Collado S.A. de C.V.; and in India through Tata Ryerson Limited, a joint venture with the Tata Iron & Steel Corporation, an integrated steel manufacturer in India. The Company is organized into business units along regional and product lines. The Company is a leading metals service center in the United States based on sales revenue, with 2005 sales of $5.8 billion. The Company distributes and processes metals and other materials throughout the continental United States, and is among the largest purchasers of steel in the United States.

Industry Overview

Primary steel producers typically sell steel in the form of standard-sized coils, sheets, plates, structurals, bars and tubes, and generally sell in large volumes with long lead times for production and delivery. Other primary metals producers, such as producers of stainless steel and aluminum, also typically sell their products in large volumes with long lead times for production and delivery. However, many customers seek to purchase metals with customized specifications, including value-added processing, in smaller volumes, on shorter lead times and with more reliable delivery than primary metals producers are able to provide. Metals service centers act as intermediaries between primary metals producers and customers by purchasing metals in a variety of shapes and sizes from primary metals producers in large volumes, allowing metals service centers to take advantage of producer economies of scale resulting in lower costs of materials purchased, and engaging in a variety of distribution and value-added processing operations to meet the demands of specific customers. Because metals service centers purchase metals from a number of primary producers, they can maintain a consistent supply of various types of metal used by their customers. By purchasing products from metals service centers, customers may be able to lower their inventory levels, decrease the time between the placement of an order and receipt of materials and reduce internal expenses, thereby lowering their total cost of raw or semi-finished materials.

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The metals service center industry is cyclical, impacted both by market demand and metals supply. Periods of strong and weak market demand principally are due to the cyclical nature of the industries in which the largest consumers of metals operate. Any significant slowdown in one or more of those industries can have a material adverse effect on the demand for metals, resulting in lower prices for metals and reduced profitability for metals service centers, including the Company. Metals prices and metals service center profitability generally improve as metal-consuming industries recover from economic downturns. However, excess supply of metals can, even in periods of strong demand, result in lower prices for metals and adversely impact profitability.

The industry is comprised of many companies, the majority of which have operations limited as to product line and size of inventory, with customers located in a specific geographic area. The industry is highly fragmented, consisting of a large number of small companies and a few relatively large companies. In general, competition is based on quality, service, price and geographic proximity.

The industry is divided into three major groups: general line service centers (like Ryerson), specialized service centers, and processing centers, each of which targets different market segments. General line service centers handle a broad line of metals products and tend to concentrate on distribution rather than processing. General line service centers range in size from one location to a nationwide network of locations. For general line service centers, individual order size in terms of dollars and tons tends to be small relative to processing centers, while the total number of orders is typically very high. Specialized service centers focus their activities on a narrower range of product and service offerings than general line companies. Such service centers provide a narrower range of services to their customers and emphasize product expertise and lower operating costs, while maintaining a moderate level of investment in processing equipment. Processing centers typically process large quantities of steel purchased from primary producers for resale to large industrial customers, such as the automotive industry. Because orders are typically large, operation of a processing center requires a significant investment in processing equipment.

The Company competes with many other general line service centers, specialized service centers and processing centers on a regional and local basis, some of which may have greater financial resources and flexibility than the Company. The Company also competes to a lesser extent with primary steel producers. Primary steel producers typically sell to very large customers that require regular shipments of large volumes of steel. Although these large customers sometimes use metals service centers to supply a portion of their metals needs, metals service center customers typically are consumers of smaller volumes of metals than are customers of primary steel producers. Although the Company purchases from foreign steelmakers, some of the Company’s competitors purchase a higher percentage of metals than the Company from foreign steelmakers. Such competitors may benefit from favorable exchange rates or other economic or regulatory factors that may result in a competitive advantage. This competitive advantage may be offset somewhat by higher transportation costs and less dependable delivery times associated with importing metals into the United States. Excess capacity of metals relative to demand in the industry from mid-1995 through late 2003 led to a weakening in prices. Notwithstanding brief periods of price increases, the Company was generally reducing its prices from mid-1995 through late 2003 to remain competitive. Demand also was impacted by a cyclical downturn in the U.S. economy, impacting the Company’s business through decreasing volumes and declining prices starting in the second half of 2000 and continuing through the third quarter of 2003. Since the fourth quarter of 2003, the Company has experienced an increase in demand and prices for its products. In 2004, metals producers imposed material surcharges, increased prices and placed supply constraints on certain materials, due to global economic factors including increased demand from China and in the United States, decreased imports into the United States, and consolidation in the steelmaking industry. The metals service center industry experienced a significant recovery in 2004 and 2005, due to global economic factors including increased demand from China and in the United States, decreased imports into the United States, and consolidation in the steelmaking industry, and a rebounding of the U.S. manufacturing sector, all of which combined to substantially increase metals selling prices from 2003 levels. Heading into 2006, business conditions remain favorable but with a general expectation of continuing price moderation as has been occurring since early 2005.

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Products and Services

The Company carries a full line of carbon steel, stainless steel, alloy steels and aluminum, and a limited line of nickel, red metals and plastics. These materials are inventoried in a number of shapes, including coils, sheets, rounds, hexagons, square and flat bars, plates, structurals and tubing.

The following table shows the Company’s percentage of sales revenue by major product lines for 2005, 2004 and 2003:

	Percentage of Sales Revenue
Product Line	2005		2004		2003
Stainless and aluminum	50	%	31	%	34	%
Carbon flat rolled	26		39		37
Bars, tubing and structurals	10		13		13
Fabricated and carbon plate	9		14		13
Other	5		3		3
Total	100	%	100	%	100	%

More than one-half of the materials sold by the Company are processed. The Company uses techniques such as sawing, slitting, blanking, pickling, cutting to length, leveling, flame cutting, laser cutting, edge trimming, edge rolling, fabricating, polishing, shearing and grinding to process materials to specified thickness, length, width, shape and surface quality pursuant to specific customer orders. Among the most common processing techniques used by the Company are pickling, a chemical process using an acidic solution to remove surface oxide, commonly called “scale,” from steel which develops after the steel is hot rolled; slitting, which is cutting coiled metals to specified widths along the length of the coil; and leveling, which is flattening metals and cutting them to exact lengths. The Company also uses third-party fabricators to outsource certain processes that the Company is not able to perform internally (painting, forming, drilling) to enhance the Company’s value-added services.

The plate burning and fabrication processes are particularly important to the Company. These processes require sophisticated and expensive processing equipment. As a result, rather than making investments in such equipment, manufacturers have increasingly outsourced these processes to metals service centers.

As part of securing customer orders, the Company also provides technical services to its customers to assure the most cost effective material application while maintaining or improving the customers’ product quality.

The Company’s services include: just-in-time inventory programs, production of kits containing multiple products for ease of assembly by the customer, the provision of Company-owned materials to the customer and the placement of Company employees at a customer’s site for inventory management, and production and technical assistance. The Company also provides special stocking programs in which products that would not otherwise be stocked by the Company are held in inventory to meet certain customers’ needs. These services are designed to reduce customers’ costs by minimizing their investment in inventory and improving their production efficiency.

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Customers

The Company’s customer base is diverse, numbering over 40,000. No single customer accounted for more than 10 percent of Company sales in 2005, and the top ten customers accounted for approximately 14 percent of its sales revenues in 2005. Substantially all of the Company’s revenues are attributable to its U.S. operations and substantially all of its long-lived assets are located in the United States. The only operations attributed to a foreign country relate to the Company’s subsidiaries in Canada, which comprised 8 percent, 3 percent and 3 percent of the Company’s revenue in 2005, 2004 and 2003, respectively, Canadian assets were 9 percent, 3 percent and 3 percent of consolidated assets at December 31, 2005, 2004 and 2003, respectively. The Company’s customer base includes most metal-consuming industries, most of which are cyclical. The following table shows the Company’s percentage of sales revenue by class of customers for 2005, 2004 and 2003:

	Percentage of Sales Revenue
Class of Customer	2005		2004		2003
Machinery manufacturers	31	%	34	%	30	%
Fabricated metal products producers	27		26		24
Electrical machinery producers	13		17		21
Transportation equipment producers	10		8		9
Construction-related purchasers	5		5		5
Wholesale distributors	5		3		3
Metals mills and foundries	2		1		2
Other	7		6		6
Total	100	%	100	%	100	%

Some of the Company’s largest customers have supply programs with the Company, typically ranging from three months to one year in duration. A very small number of these programs extend beyond one year in duration. Pricing for these contracts is generally based on a pricing formula rather than a fixed price for the program duration. However, certain customer contracts are at fixed prices; in order to minimize its financial exposure, the Company generally matches these fixed-price sales programs with fixed-price supply programs. In general, sales to customers are priced at the time of sale based on prevailing market prices.

Suppliers

In 2005, the Company purchased approximately 3.2 million tons of materials from many suppliers, including mills located throughout the world. The Company’s top 25 suppliers accounted for 77 percent of 2005 purchase dollars. No supplier accounted for 10% or more of the 2005 purchase dollars.

The Company purchases the majority of its inventories at prevailing market prices from key suppliers with which it has established relationships to obtain improvements in price, quality, delivery and service. The Company is generally able to meet its materials requirements because it uses many suppliers, because there is a substantial overlap of product offerings from these suppliers, and because there are a number of other suppliers able to provide identical or similar products. Because of the competitive nature of the business, when metal prices increase due to product demand, mill surcharges, supplier consolidation or other factors that in turn lead to supply constraints or longer mill lead times, the Company may not be able to pass its increased material costs fully to customers. In recent years and continuing in 2005-2006, there have been significant consolidations among suppliers of carbon steel, stainless steel, and aluminum. This trend could lead to disruptions in the Company’s ability to meet its material requirements. The Company believes it will be able to meet its material requirements because it believes it has good relationships with its suppliers and believes it will continue to be among the largest customers of its suppliers.

Sales and Marketing

Each of the Company’s business units maintains its own sales force. In addition to its office sales staff, the Company markets and sells its products through the use of its field sales force that has extensive product and

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customer knowledge and through a comprehensive catalog of the Company’s products. The Company’s office and field sales staffs, which together consist of approximately 960 employees, include technical and metallurgical personnel. In addition, its corporate marketing department develops advertising materials and coordinates national product-specific promotions targeting industries serviced by the Company.

A portion of the Company’s customers experience seasonal slowdowns. The Company’s revenues in the months of July, November and December traditionally have been lower than in other months because of a reduced number of shipping days and holiday or vacation closures for some customers. Consequently, the Company’s sales in the first two quarters of the year are usually higher than in the third and fourth quarters.

Capital Expenditures

In recent years the Company has made capital expenditures to maintain, improve and expand processing capabilities. Additions by the Company to property, plant and equipment, together with retirements for the five years ended December 31, 2005, excluding the initial purchase price of acquisitions, are set forth below. The net capital change during such period aggregated a reduction of $27.5 million.

	Dollars in Millions
	Additions		Retirements or Sale		Net
2005	$	32.6	$	53.4	$	(20.8	)
2004		32.6		35.4		(2.8	)
2003		19.4		22.8		(3.4	)
2002		10.5		12.9		(2.4	)
2001		13.4		11.5		1.9

The Company anticipates capital expenditures, excluding acquisitions, in the range of $50 million to $70 million for 2006. The Company expects capital expenditures will be funded from cash generated by operations.

Employees

As of December 31, 2005, the Company employed approximately 5,800 persons, of whom 2,800 were office employees and approximately 3,000 were plant employees. Fifty-three percent of the plant employees were members of various unions, including the United Steelworkers and the Teamsters. The Company’s relationship with the various unions generally has been good. There have been two work stoppages at Integris Metals’ facilities over the last five years (but prior to Ryerson’s acquisition of Integris Metals): a strike by the members of the International Brotherhood of Teamsters Local #221, covering 69 individuals, which occurred at the Minneapolis (Integris) facility in June 2003 and lasted less than one month; and a strike by the members of the International Brotherhood of Teamsters Local #938, covering 81 individuals, at the Toronto (Integris) facility, which began on July 6, 2004, and ended when a settlement was reached on October 31, 2004. During 2006, contracts covering 976 employees at 17 Company facilities will expire; the agreement with the joint United Steelworkers and Teamsters unions representing approximately 540 employees at 3 Chicago area facilities expired January 31, 2006 and other agreements with the United Steelworkers and Teamsters will expire on various dates through October 31, 2006. The membership of the joint union representing the Chicago-area employees initiated a strike from March 6, 2006 to March 13, 2006 and are working without a contract, while contract negotiations continue. The affected locations accounted for approximately 10 percent of the Company’s sales in 2005. The Company may not be able to negotiate extensions of these agreements or new agreements prior to their expiration date. As a result, it may experience additional labor disruptions in the future. A widespread work stoppage could have a material adverse effect on its results of operations, financial position and cash flows if it were to last for a significant period of time.

Environmental, Health and Safety Matters

The Company’s operations are subject to many federal, state and local regulations relating to the protection of the environment and to workplace health and safety. In particular, its operations are subject to extensive

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federal, state and local laws and regulations governing waste disposal, air and water emissions, the handling of hazardous substances, environmental protection, remediation, workplace exposure and other matters. The Company’s management believes that the Company’s operations are presently in substantial compliance with all such laws and does not presently anticipate that it will be required to expend any substantial amounts in the foreseeable future in order to meet present environmental, workplace health or safety requirements. However, additional costs and liabilities may be incurred to comply with future requirements, which costs and liabilities could have a material adverse effect on the Company’s results of operations, financial condition or cash flows.

Some of the properties owned or leased by the Company are located in industrial areas or have a history of heavy industrial use. The Company may incur environmental liabilities with respect to these properties in the future that could have a material adverse effect on the Company’s financial condition or results of operations. The Company had previously established an environmental accrual for one property that it disposed of in 2005 in connection with consolidating its Chicago operations. The purchaser of the property has commenced the environmental remediation. The Company believes that the accrual is adequate to cover the potential remediation costs for the identified environmental issues and anticipated expenditures. The Company is not aware of any pending remedial actions or claims relating to environmental matters at properties presently used for Company operations that are expected to have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

On January 14, 2003, the United States Environmental Protection Agency (“USEPA”) advised JTR and various other unrelated parties that they were potentially responsible parties under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) in connection with the cleanup of a waste disposal facility formerly operated by Liquid Dynamics in Chicago, Illinois. The estimated total amount of the proposed corrective measures was approximately $800,000, of which JTR’s share was approximately $30,000. The notice alleged that JTR may have generated or transported hazardous substances to that facility. JTR entered into an Administrative Order with approximately 40 potentially responsible parties and the USEPA to perform cleanup at the site and reimburse certain response costs. The USEPA has issued a notice of completion for the site providing that all the potentially responsible parties’ obligations have been satisfactorily completed in compliance with the USEPA’s Administrative Consent Order. Work is complete at the site except for an additional site visit to be completed by the removal action contractor in April 2006. JTR’s liability did not materially affect its or the Company’s results of operations, financial condition or cash flows.

Capital and operating expenses for pollution control projects were less than $500,000 per year for the past five years. Excluding any potential additional remediation costs resulting from the environmental remediation for the properties described above, the Company expects spending for pollution control projects to remain at historical levels.

The Company’s United States operations are also subject to the Department of Transportation Federal Motor Carrier Safety Regulations. In 2005, the Company operated a private trucking motor fleet for making deliveries to some of its customers. The Company’s drivers do not carry any material quantities of hazardous materials. The Company’s Canadian operations are subject to similar regulations.

The Company has been informed that there is groundwater contamination underneath its Atlanta, Georgia service center. Reynolds Metals Company, the former owner and operator of the Atlanta service center, has been identified as a potentially responsible party at the nearby Woodall Creek Hazardous Site in connection with this contamination. In the fall of 2002, Reynolds conducted a study of the Company’s Atlanta service center to determine the source of the contamination. According to the results of that study, the contamination is migrating to the Company’s property from adjacent properties. Therefore, the Company does not believe its facility is the source of the contamination. However, environmental laws can impose joint and several liability on current owners of contaminated property for the costs of cleaning up such contamination. Thus, there is a possibility that the Company will be identified as a potentially responsible party for remediation costs associated with this contamination. The Company cannot reasonably estimate its potential liability associated with the groundwater contamination at this time.

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Patents and Trademarks

The Company owns several U.S. and foreign trademarks, service marks and copyrights. Certain of the trademarks are registered with the U.S. Patent and Trademark Office and, in certain circumstances, with the trademark offices of various foreign countries. The Company considers certain other information owned by it to be trade secrets. It protects its trade secrets by, among other things, entering into confidentiality agreements with its employees regarding such matters and implementing measures to restrict access to sensitive data and computer software source code on a need-to-know basis. The Company believes that these safeguards adequately protect its proprietary rights and vigorously defends these rights. While the Company considers all of its intellectual property rights as a whole to be important, it does not consider any single right to be essential to its operations as a whole.

Restructuring

In 2005, the Company recorded restructuring charges of $4.0 million for workforce reductions resulting from the integration of Integris Metals with the Company. The charges consist primarily of employee-related costs, including severance for 33 employees and other future cash outlays totaling $2.6 million and non-cash costs totaling $1.4 million for pensions and other post-retirement benefits. The Company expects to record additional restructuring charges of $7 million to $11 million for workforce reductions, tenancy and other costs related to the acquisition of Integris Metals as the integration process continues in 2006.

Foreign Operations

Ryerson Canada

Ryerson Canada, Inc., formerly known as Ryerson Tull Canada, Inc., a wholly-owned, indirect Canadian subsidiary of the Company, is a metals service center and processor with facilities in Vaudreuil (QC) and Brampton (ON), Canada.

Integris Metals Canada

Integris Metals, Ltd., a wholly owned, indirect Canadian subsidiary of the Company, is a metals service center and processor with facilities in Calgary, AB, Edmonton, AB, Edmonton, AB (warehouse only), Richmond, BC. Winnipeg, MB, Saint John, NB, Sudbury, ON, Thunder Bay, ON, Toronto, ON (includes Canadian headquarters), Windsor, ON, Laval, QC, Laval, QC (warehouse only) and Saskatoon, SK, Canada.

Coryer

The Company owns a 49 percent interest in Coryer, S.A. de C.V., a joint venture with the Grupo Collado, S.A. de C.V., a steel distributor in Mexico. Coryer conducts its business through its subsidiary Collado Ryerson, S.A. de C.V., a metals service center and processor with a processing facility at Matamoros, Mexico. The joint venture will enable the Company to expand service capability in Mexico.

Ryerson International / Tata Ryerson Limited

In 1994, the Company formed Ryerson International, Inc. (formerly Inland International, Inc.) to hold the Company’s non-North American international operations. Through Ryerson International, Inc. the Company owns a 50 percent interest in Tata Ryerson Limited, a joint venture with the Tata Iron & Steel Corporation, an integrated steel manufacturer in India. Tata Ryerson Limited, which was formed in 1997, is a metals service center and processor with processing facilities at Jamshedpur, Pune, Bara, Howrah, Faridabad, Raipur and Rudapur, India. Tata Ryerson also maintains sales offices in Chennai, Siliguri, Bangalore, Kanpur, Dehra Dun, Thane, Noida and Ludhiana, India.

Available Information

The Company makes its periodic and current reports available, free of charge, on the Investor Relations section of its website as soon as reasonably practicable after such material is electronically filed with, or

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furnished to, the Securities and Exchange Commission. The Company also posts its Corporate Governance Guidelines, Code of Ethics and Business Conduct and Board of Directors’ committee charters within this section of the website. The Company’s website address is www.ryerson.com. Print copies of these documents can also be obtained by contacting the Investor Relations department of the Company. The Securities and Exchange Commission also maintains an Internet website that contains reports, proxy statements and other information filed by or regarding the Company at www.sec.gov.

ITEM 1A.    RISK FACTORS.

The Company may not be able to successfully complete the integration of Integris Metals and other acquisitions, and if it is unable to do so, it is unlikely to increase its growth rates.

The Company has grown through a combination of internal expansion, acquisitions and corporate joint ventures. The Integris Metals acquisition is the largest acquisition in the Company’s history and the successful integration of Integris Metals is vital to increasing the Company’s growth rates in the near term. While the Company intends to continue to grow through selective acquisitions, it may not be able to identify appropriate acquisition candidates, consummate acquisitions on satisfactory terms or integrate acquired businesses effectively and profitably into its existing operations.

The Company’s future success will depend on its ability to complete the integration of Integris Metals and other acquisitions successfully into its operations. After any acquisition, customers may choose to diversify their supply chains to reduce reliance on a single supplier for the majority of their metals needs. The Company may not be able to retain all of its and an acquisition’s customers, which may adversely affect its business and revenues. The Company has not previously integrated an acquisition the size of Integris Metals into its operations. Integration of Integris Metals requires the Company to enhance its operational and financial systems and employ additional qualified personnel, management and financial resources, and may adversely affect its business by diverting management away from day-to-day operations. Further, failure to successfully integrate Integris Metals may adversely affect the Company’s profitability by creating significant operating inefficiencies that could increase its operating expenses as a percentage of sales and reduce its operating income. In addition, the Company may not realize expected cost savings from Integris Metals or other acquisitions, which may adversely affect its profitability.

The price volatility inherent in the metals markets could lead to significant losses for metals service centers, particularly during periods of rapid price decline.

Metals prices are volatile due to, among other things, significant excess capacity in times of reduced demand, fluctuations in foreign exchange rates and foreign and domestic competition. Metals market price decreases usually require that the Company lower its selling prices to market prices.

Because the Company maintains substantial inventories of metals in order to meet the just-in-time delivery requirements of its customers, a reduction in its selling prices could result in lower profit margins or, in some cases, losses, which would reduce its profitability.

Because of this volatility, working capital management and, in particular, inventory management, is a key profitability driver in the metals service center industry. The Company may not be successful in managing working capital in the future. Additionally, during periods of rapid price decreases it may be unable to lower its prices quickly enough to remain price competitive, which could have a material adverse effect on its sales volume.

Lead time and the cost of the Company’s products could increase if it were to lose one of its primary suppliers.

If, for any reason, the Company’s primary suppliers of aluminum, carbon steel, stainless steel or other metals should curtail or discontinue their delivery of such metals in the quantities needed and at prices that are

8

competitive, the Company’s business could suffer. The number of available suppliers could be reduced by factors such as industry consolidation and bankruptcies affecting steel and metal producers. Our top 25 suppliers accounted for 77% of our 2005 purchases. The Company could be significantly and adversely affected if delivery were disrupted from a major supplier. If, in the future, the Company were unable to obtain sufficient amounts of the necessary metals at competitive prices and on a timely basis from its traditional suppliers, it may not be able to obtain such metals from alternative sources at competitive prices to meet its delivery schedules, which could have a material adverse effect on its revenues and profitability.

The metals distribution business is very competitive and increased competition could reduce the Company’s gross margins and net income.

The principal markets that the Company serves are highly competitive. The metals distribution industry is very fragmented and competitive, consisting of a large number of small companies and a few relatively large companies. It is estimated that the top ten metals distributors in North America accounted for approximately 24% of total industry sales in 2005. Competition is based principally on price, service, quality, production capabilities, inventory availability and timely delivery. Competition in the various markets in which the Company participate comes from companies of various sizes, some of which have greater financial resources than the Company and some of which have more established brand names in the local markets served by the Company. Increased competition could force the Company to lower its prices or to offer increased services at a higher cost, which could reduce the Company’s profitability.

If the Company is unable to improve our internal control over financial reporting and remediate our material weakness, the Company may be unable to produce financial statements that are accurate and reliable.

The Company has in the past discovered, and may in the future discover, areas of its internal control over financial reporting that need improvement. For example, in March 2006, the Company was required to restate its consolidated financial statements. As a result, the Company concluded that it did not maintain effective controls over the completeness, accuracy, valuation and presentation of its inventory and related cost of materials sold accounts. While we are currently taking steps to remediate this material weakness, we cannot assure you that we will be able to do so.

Please refer to “Item 9A—Controls and Procedures” for a more complete discussion of the material weakness and our plans for remediation.

The Company services industries that are highly cyclical, and any downturn in its customers’ industries could reduce its revenue and profitability.

Many of the Company’s products are sold to industries that experience significant fluctuations in demand based on economic conditions, energy prices, seasonality, consumer demand and other factors beyond the Company’s control. These industries include manufacturing, electrical products and transportation. Any decrease in demand within one or more of these industries may be significant and may last for a lengthy period of time. Any significant slowdown in one or more of these industries could have an adverse effect on the demand for metals, resulting in lower prices for metals, which would reduce the Company’s profitability. The Company may have difficulty increasing or maintaining its level of sales or profitability if it is not able to divert sales of its products to customers in other industries when one or more of its customers’ industries experiences a decline. The Company does not expect the cyclical nature of its industry to change.

If the Company experiences work stoppages, it could be harmed.

As of December 31, 2005, the Company employed approximately 5,800 persons, of which 2,800 were office employees and approximately 3,000 were plant employees. Fifty-three percent of its plant employees were members of various unions, including the United Steel Workers of America and the International Brotherhood of Teamsters unions. The Company’s relationship with the various unions generally has been good. There have been two work stoppages at Integris Metals’ facilities over the last five years (but prior to Ryerson’s acquisition

9

of Integris Metals): a strike by the members of the International Brotherhood of Teamsters Local #221, covering 69 individuals, which occurred at the Minneapolis (Integris) facility in June 2003 and lasted less than one month; and a strike by the members of the International Brotherhood of Teamsters Local #938, covering 81 individuals, at the Toronto (Integris) facility, which began on July 6, 2004, and ended when a settlement was reached on October 31, 2004. During 2006, contracts covering 976 employees at 17 Company facilities will expire; the agreement with the joint United Steelworkers and Teamsters unions representing approximately 540 employees at 3 Chicago area facilities expired January 31, 2006 and other agreements with the United Steelworkers and Teamsters will expire on various dates through October 31, 2006. The membership of the joint union representing the Chicago-area employees initiated a week-long strike on March 6, 2006. The affected locations accounted for approximately 10 percent of the Company’s sales in 2005. The Company may not be able to negotiate extensions of these agreements or new agreements prior to their expiration date. As a result, it may experience additional labor disruptions in the future. A widespread work stoppage could have a material adverse effect on its results of operations, financial position and cash flows if it were to last for a significant period of time.

Any prolonged disruption of Company processing centers could harm its business.

The Company has dedicated processing centers that permit it to produce standardized products in large volumes while maintaining low operating costs. Any prolonged disruption in the operations of any of these facilities, whether due to labor or technical difficulties, destruction or damage to any of the facilities or otherwise, could materially adversely affect the Company’s business and results of operations.

The Company may not be able to retain or expand its customer base if the North American manufacturing industry continues to erode.

The Company’s customer base primarily includes manufacturing and industrial firms, some of which are, or have considered, relocating production operations overseas or outsourcing particular functions overseas. Some customers have closed as they were unable to compete successfully with overseas competitors. The Company’s facilities are predominately located in the United States and Canada and, therefore, to the extent that its customers relocate or move operations overseas where its does not have a presence, the Company could lose their business.

Operating results may fluctuate depending on the season.

A portion of the Company’s customers experience seasonal slowdowns. The Company’s revenues in the months of July, November and December traditionally have been lower than in other months because of a reduced number of shipping days and holiday or vacation closures for some customers. Consequently, the Company’s sales in the first two quarters of the year are usually higher than in the third and fourth quarters. As a result, analysts and investors may inaccurately estimate the effects of seasonality on the Company’s results of operations in one or more future quarters and, consequently, its operating results may fall below expectations.

Future operating results depend on a number of factors beyond the Company’s control, such as the prices for metals, which could harm its results of operations.

The prices the Company pays for metals and the prices it charges for products may change depending on many factors not in its control, including general economic conditions (both domestic and international), competition, production levels, supply shortages, mill surcharges, import duties and other trade restrictions, and currency fluctuations. These factors could lead to disruptions in the Company’s ability to meet its material requirements.

The Company purchases the majority of its inventories at prevailing market rates. It tries to match its long-term fixed-price sales programs for the sale of products to specific customers with long-term fixed-price supply purchase programs. However, if metal prices increase, the Company may not be able to fully pass its increased

10

costs to customers. To the extent it is not able to pass on to its customers any increases in the prices it pays for metals, its results of operations may be adversely affected. To the extent metals prices decline, this generally would mean lower sales and possibly lower net income, depending on the timing of the price changes.

The Company has a significant amount of debt. Its substantial indebtedness could adversely affect its business, financial condition and results of operations and its ability to meet its payment obligations under its outstanding notes and other debt.

The Company has a significant amount of debt and substantial debt service requirements. As of December 31, 2005, it had outstanding on a consolidated basis approximately $877.2 million of senior indebtedness.

This level of debt could have significant consequences on the Company’s future operations, including:

• making it difficult for the Company to meet its payment and other obligations under its outstanding debt;

• resulting in an event of default if it fails to comply with the financial and other restrictive covenants contained in its debt agreements, which event of default could result in all of its debt becoming immediately due and payable;

• reducing the availability of its cash flow to fund working capital, capital expenditures, acquisitions, required pension plan funding, and other general corporate purposes, and limiting its ability to obtain additional financing for these purposes;

• subjecting it to the risk of increased sensitivity to interest rate increases on its indebtedness with variable interest rates, including borrowings under its revolving credit facility;

• limiting its flexibility in planning for, or reacting to, and increasing its vulnerability to, changes in its business, the industry in which it operates and the general economy; and

• placing it at a competitive disadvantage compared to its competitors that have less debt or are less leveraged.

Any of the above-listed factors could have an adverse effect on the Company’s business, financial condition and results of operations and its ability to meet its payment obligations under its debt.

The Company’s ability to meet its payment and other obligations under its debt depends on its ability to generate significant cash flow in the future. This, to some extent, is subject to general economic, financial, competitive, legislative and regulatory factors as well as other factors that are beyond the Company’s control. Its business may not generate cash flow from operations and future borrowings may not be available to the Company under its revolving credit facility or otherwise in an amount sufficient to enable it to meet its payment obligations under its debt and to fund other liquidity needs. If the Company is not able to generate sufficient cash flow to service its debt obligations, it may need to refinance or restructure capital. If it is unable to implement one or more of these alternatives, it may not be able to meet its payment obligations under its debt.

The Company may incur additional debt or take other actions that could negatively impact its stockholders.

The Company’s revolving credit facility and the indentures governing its outstanding notes do not completely prohibit the Company from incurring additional debt, including secured debt. In addition, the notes do not require the Company to achieve or maintain any minimum financial results relating to its financial position or results of operations. If the Company issues other debt securities in the future, its debt service obligations will increase.

11

A significant amount of the Company’s debt agreements contain covenant restrictions that may limit its ability to operate its business.

The agreements governing the Company’s revolving credit facility, its 9 ¹/8% Notes due 2006, its 8.25% Notes due 2011 and its 3.50% Notes due 2024 contain, and any of its other future debt agreements may contain, covenant restrictions that limit its ability to operate its business, including restrictions on its ability to:

• incur debt (including secured debt) or issue guarantees;

• grant liens on its assets;

• make certain investments;

• enter into sale and leaseback transactions;

• enter into transactions with its affiliates;

• sell certain assets;

• repurchase capital stock or make other restricted payments;

• declare or pay dividends or make other distributions to stockholders; and

• enter into merger or consolidations or make certain acquisitions.

In addition, its revolving credit facility contains other affirmative and negative covenants. The Company’s ability to comply with these covenants is dependent on its future performance, which will be subject to many factors, some of which are beyond its control, including prevailing economic conditions.

As a result of these covenants, its ability to respond to changes in business and economic conditions and to obtain additional financing, if needed, may be significantly restricted, and the Company may be prevented from engaging in transactions that might otherwise be beneficial to it. In addition, its failure to comply with these covenants could result in a default under its debt, which could permit the holders to accelerate such debt. If any of the Company’s debt is accelerated, it may not have sufficient funds available to repay such debt.

The Company may not be able to complete its systems consolidation project in the timeframe or at the expense it anticipates, which could affect results of operations, result in disruptions of its business, or diminish the benefits the Company expects to obtain from the systems consolidation.

The Company commenced an upgrade of its systems capability in 2004, to consolidate its multiple information technology operating platforms onto one integrated SAP platform, with an initial estimated completion of late 2007. Due to its acquisitions of J&F in 2004 and Integris Metals in 2005, and the additional number of facilities that will need to be converted onto the SAP system, the Company will require more time and additional capital expenditures and implementation expenses in order to complete the full implementation of SAP. The Company now anticipates completion of the SAP installation by the end of 2008. If the project is further delayed through new acquisitions or difficulties associated with its implementation, the Company could incur substantial additional expense and time delay, or suffer disruption to operations and business activities, that could negatively impact results of operations, either of which could erode the cost savings and business practice improvements the Company anticipates will result from the systems consolidation.

Damage to the Company’s information technology infrastructure could harm its business.

The unavailability of any of the Company’s computer-based systems for any significant period of time could have a material adverse effect on its operations. In particular, its ability to manage inventory levels successfully largely depends on the efficient operation of its computer hardware and software systems. The Company uses management information systems to track inventory information at individual facilities, communicate customer information and aggregate daily sales, margin and promotional information. Difficulties associated with upgrades, installations of major software or hardware, and integration with new systems could have a material adverse effect on results of operations. The Company will be required to expend substantial resources to integrate its information systems with the systems of companies it has acquired. The integration of these systems may disrupt its business or lead to operating inefficiencies. In addition, these systems are

12

vulnerable to, among other things, damage or interruption from fire, flood, tornado and other natural disasters, power loss, computer system and network failures, operator negligence, physical and electronic loss of data, or security breaches and computer viruses.

Certain employee retirement benefit plans are underfunded and the actual cost of those benefits could exceed current estimates, which would require us to fund the shortfall.

As of December 31, 2005, the Company’s pension plan had an unfunded liability of $130 million. The Company’s actual costs for benefits required to be paid may exceed those projected and future actuarial assessments of the extent of those costs may exceed the current assessment. Under those circumstances, the adjustments required to be made to the Company’s recorded liability for these benefits could have a material adverse effect on its results of operations and financial condition and cash payments to fund these plans could have a material adverse effect on its cash flows. The Company may be required to make substantial future contributions to improve the plan’s funded status, which may have a material adverse effect on its results of operations, financial condition or cash flows.

Future funding for postretirement employee benefits other than pensions also may require substantial payments from current cash flow.

The Company provides postretirement life insurance and medical benefits to approximately half of its employees. It paid $13 million in postretirement benefits in 2005 and recorded an expense of $16 million in its financial statements. Its unfunded postretirement benefit obligation as of December 31, 2005 was $213 million.

The Company’s obligations from such postretirement benefits could increase significantly if health care costs increase at a faster pace than those assumed by management. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Pension and Postretirement Benefit Plan Assumptions” for further discussion of these assumptions. An increase of 1% in the health care cost trend rate (from 10% in 2005 grading down to 5% in 2011 to 11% in 2006 grading down to 6% in 2011) would have increased its 2005 postretirement benefit expense by $0.9 million.

The Company’s outstanding convertible senior notes may negatively impact diluted earnings per share or be dilutive to stockholders’ ownership interests.

The Company issued $175 million of 3.50% convertible senior notes due 2024 in November 2004. In any quarter in which the weighted average market price of our common stock exceeds the $21.37 conversion price initially established for these notes, the calculation of diluted earnings per share will be negatively impacted. While this event did not occur in 2005, the Company’s higher stock prices in first quarter 2006 could result in such dilution. If the last reported sale price of the Company’s common stock is greater than or equal to 125% of that initial conversion price, or $26.7125, for at least twenty trading days in the period of thirty consecutive trading days ending on the last trading day of the preceding calendar quarter, holders of the notes will have a right to convert their notes to common stock; note holders also have additional rights to convert the notes upon the occurrence of specific events, as set forth in the indenture governing the notes. On conversion of the notes, the Company will deliver cash to holders for each $1,000 principal amount of notes (subject to certain adjustments) and Company common stock to the extent the conversion value exceeds $1,000 (subject to certain adjustments.) Conversion of the notes will dilute the ownership interest of existing stockholders, including holders who had previously converted their notes.

The Company’s risk management strategies may result in losses.

The Company may use commodities contracts to minimize price volatility and supply risks. It may also use fixed-price and/or fixed-volume supplier contracts to offset contracts with customers. Additionally, it may use foreign exchange contracts and interest rate swaps to hedge Canadian dollar and floating rate debt exposures. These risk management strategies pose certain risks, including the risk that losses on a hedge position may exceed the amount invested in such instruments. Moreover, a party in a hedging transaction may be unavailable

13

or unwilling to settle its obligations, which could cause the Company to suffer corresponding losses. A hedging instrument may not be effective in eliminating all of the risks inherent in any particular position. Company profitability may be adversely affected during any period as a result of use of such instruments.

The Company may be adversely affected by currency fluctuations in the U.S. dollar versus the Canadian dollar.

The Company has significant operations in Canada which incur the majority of their metal supply costs in U.S. dollars but earn the majority of their revenues in Canadian dollars. The Company may from time to time experience losses when the value of the U.S. dollar strengthens against the Canadian dollar, which could have a material adverse effect on its results of operations. In addition, it will be subject to translation risk when it consolidates its Canadian subsidiaries’ net assets into its balance sheet. Fluctuations in the value of the U.S. dollar versus the Canadian dollar could reduce the value of these assets as reported in the Company’s financial statements, which could, as a result, reduce its stockholder’s equity.

The loss of services of the Company’s executive management team could harm its business.

The success of the Company’s business depends on the continued services of its executive management team. The Company may not be able to retain its executive management team or attract suitable replacements or additional personnel if required. The loss of the services of one or more members of its executive management team could have a material adverse effect on its business.

The Company could incur substantial costs in order to comply with, or to address any violations under, environmental laws that could significantly increase its operating expenses and reduce its operating income.

The Company’s operations are subject to various environmental statutes and regulations, including laws and regulations governing materials it uses. In addition, certain of its operations are subject to federal, state and local environmental laws and regulations that impose limitations on the discharge of pollutants into the air and water and establish standards for the treatment, storage and disposal of solid and hazardous wastes. Failure to maintain or achieve compliance with these laws and regulations or with the permits required for its operations could result in substantial operating costs and capital expenditures, in addition to fines and civil or criminal sanctions, third party claims for property damage or personal injury, cleanup costs or temporary or permanent discontinuance of operations. Certain of its facilities are located in industrial areas, have a history of heavy industrial use and have been in operation for many years and, over time, the Company and other predecessor operators of these facilities have generated, used, handled and disposed of hazardous and other regulated wastes. Environmental liabilities could exist, including cleanup obligations at these facilities or at off-site locations where materials from Company operations were disposed of, which could result in future expenditures that cannot be currently quantified and which could have a material adverse effect on its financial position, results of operations or cash flows.

The Company may face product liability claims that are costly and create adverse publicity.

If any of the products that the Company sells cause harm to any of its customers, the Company could be exposed to product liability lawsuits. If the Company were found liable under product liability claims, it could be required to pay substantial monetary damages. Further, even if it successfully defended itself against this type of claim, it could be forced to spend a substantial amount of money in litigation expenses, its management could be required to spend valuable time in the defense against these claims and its reputation could suffer, any of which could harm its business.

ITEM 1B.    UNRESOLVED STAFF COMMENTS.

Not applicable.

14

ITEM 2.    PROPERTIES.

Ryerson Inc.

As of January 1, 2006, the Company’s facilities were:

Joseph T. Ryerson & Son, Inc.

JTR maintains 108 operational facilities and 4 locations that are dedicated to administration services. These facilities include those owned or leased by J&F Steel, Tull, J&F, and IM-U.S. prior to their merger into JTR. All of the metals service center facilities are in good condition and are adequate for JTR’s existing operations. Approximately 39% of these facilities are leased. The lease terms expire at various times through 2020. Properties noted as vacated below have been closed and are in the process of being sold. JTR’s properties and facilities are adequate to serve its present and anticipated needs.

The following table sets forth certain information with respect to each facility as of January 1, 2006:

Location	Own/Lease
Birmingham, AL (2)	Owned
Fort Smith, AR	Owned
Fort Smith, AR	Leased
Hickman, AR**	Leased
Little Rock, AR (2)	Owned
West Memphis, AR	Owned
Phoenix, AZ	Owned
Phoenix, AZ	Leased
Livermore, CA	Leased
Los Angeles, CA	Owned
Los Angeles, CA	Leased
San Diego, CA	Leased
Stockton, CA	Leased
Vernon, CA	Owned
Commerce City, CO	Owned
Denver, CO	Owned
Wallingford, CT	Leased
Wilmington, DE	Owned
Jacksonville, FL	Owned
Miami, FL	Owned
Orlando, FL	Owned
Orlando, FL	Leased
Tampa Bay, FL	Owned
Atlanta, GA**	Owned
Atlanta, GA	Leased
Duluth, GA	Owned
Lawrenceville, GA	Leased/Vacated
Norcross, GA	Owned
Cedar Rapids, IA	Owned
Des Moines, IA	Owned
Marshalltown, IA	Owned
Boise, ID (2)	Leased
Chicago, IL	Leased
Chicago, IL (Headquarters)*	Owned
Chicago, IL (16th Street Facility)	Owned
Chicago, IL (111th Street—Brite Line)**	Owned

15

Location	Own/Lease
Chicago, IL (111th Street—RCP)	Owned/Vacated
Westmont, IL*	Leased
Burns Harbor, IN	Owned
Indianapolis, IN	Owned
Wichita, KS	Leased
Louisville, KY	Owned
Shelbyville, KY**	Owned
Lafayette, LA	Owned
Shreveport, LA	Owned
St. Rose, LA (New Orleans)	Owned
Devens, MA	Owned
Marlborough, MA	Owned/Vacated
Grand Rapids, MI	Leased
Jenison, MI	Owned
Kentwood, MI	Leased/Vacated
Lansing, MI	Leased
Midland, MI	Leased
Fridley, MN	Leased
Minneapolis, MN	Owned
New Hope, MN*	Leased/Vacated
Plymouth, MN	Owned
Kansas City, MO	Owned
Maryland Heights, MO	Leased
North Kansas City, MO	Owned
St. Louis, MO (2)	Leased
Greenwood, MS	Leased
Jackson, MS	Owned
Billings, MT	Leased
Charlotte, NC (2)	Owned
Charlotte, NC	Owned/Vacated
Goldsboro, NC	Leased
Greensboro, NC	Owned
Pikeville, NC	Leased
Youngsville, NC	Leased
Omaha, NE	Owned
Buffalo, NY	Owned
New York, NY*	Leased
Rochester, NY	Leased
Cincinnati, OH	Leased
Cincinnati, OH	Owned
Cleveland, OH (2)	Owned
Hamilton, OH*	Leased
Middletown, OH	Owned
Springboro, OH	Owned/Vacated
Tulsa, OK (2)	Owned
Tulsa, OK	Leased
Oklahoma City, OK	Owned
Portland, OR (2)	Leased
Ambridge, PA**	Owned
Erie, PA	Leased
Fairless Hills, PA	Leased

16

Location	Own/Lease
Pittsburgh, PA	Owned
Pittsburgh, PA	Leased
Charleston, SC	Leased
Greenville, SC	Owned
Chattanooga, TN	Owned
Knoxville, TN	Leased
Memphis, TN	Owned
Memphis, TN	Leased
Nashville, TN	Owned
Dallas, TX (2)	Owned
Houston, TX (2)	Owned
Pounding Mill, VA	Owned
Richmond, VA	Owned
Richmond, VA (Sales)	Leased
Renton, WA	Owned
Seattle/Auburn, WA	Owned
Spokane, WA	Leased
Spokane, WA	Owned
Baldwin, WI	Leased
Green Bay, WI	Owned
Milwaukee, WI (2)	Owned

* Office space only

** Processing centers

Ryerson Canada, Inc.

Ryerson Canada, Inc., a wholly owned indirect Canadian subsidiary of Ryerson Inc., has 2 facilities in Canada. Both of the metals service center facilities are in good condition and are adequate for Ryerson Canada’s existing and anticipated operations. Both facilities are leased.

Location	Own/Lease
Vaudreuil, QC	Leased
Brampton, ON	Leased

Integris Metals, Ltd.

Integris Metals, Ltd., a wholly owned indirect Canadian subsidiary of Ryerson Inc., has 14 facilities in Canada, including 4 locations that are leased. All of the metals service center facilities are in good condition and are adequate for Integris Metal Canada’s existing and anticipated operations.

Location	Own/Lease
Calgary, AB	Owned
Edmonton, AB	Owned
Edmonton, AB (Warehouse Only)	Owned
Richmond, BC	Owned
Richmond, BC	Leased
Winnipeg, MB	Owned
Saint John, NB	Owned
Sudbury, ON	Owned
Thunder Bay, ON	Leased

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Location	Own/Lease
Toronto, ON (includes Canadian Headquarters)	Owned
Windsor, ON	Owned
Laval, QC	Leased
Laval, QC (Warehouse Only)	Leased
Saskatoon, SK	Owned

Coryer S.A. de C.V.

Coryer S.A. de C.V., a joint venture in which the Company owns a 49 percent interest, owns one operating facility in Matamoros, Mexico. Coryer’s property is adequate to serve its present and anticipated needs.

Tata Ryerson Limited

Tata Ryerson Limited, a joint venture company in which the Company owns a 50 percent interest, has seven metals service centers in India, at Jamshedpur, Pune, Bara, Howrah, Faridabad, Raipur and Rudrapur, India. Tata Ryerson also maintains sales offices in Chennai, Siliguri, Bangalore, Kanpur, Dehra Dun, Thane, Noida and Ludhiana, India. Tata Ryerson’s properties are adequate to serve its present and anticipated needs.

ITEM 3.    LEGAL PROCEEDINGS.

From time to time, the Company is named as a defendant in legal actions incidental to its ordinary course of business. The Company does not believe that the resolution of these claims will have a material adverse effect on the Company’s financial position, results of operations or cash flows. The Company maintains liability insurance coverage to assist in protecting its assets from losses arising from or related to activities associated with business operations.

On April 22, 2002, Champagne Metals, an Oklahoma metals service center that processes and sells aluminum products, sued the Company and other metals service centers in the United States District Court for the Western District of Oklahoma. The other defendants are Ken Mac Metals, Inc.; Samuel, Son & Co., Limited; Samuel Specialty Metals, Inc.; Metal West, L.L.C.; Integris Metals (now owned by the Company); and Earle M. Jorgensen Company. Champagne Metals alleges a conspiracy among the defendants to induce or coerce aluminum suppliers to refuse to designate it as a distributor in violation of federal and state antitrust laws and tortious interference with business and contractual relations. The complaint seeks damages with the exact amount to be proved at trial. Champagne Metals seeks treble damages on its antitrust claims and seeks punitive damages in addition to actual damages on its other claim. The Company believes that the suit is without merit, answered the complaint denying all claims and allegations, and filed a Motion for Summary Judgment. The trial court entered judgment on June 15, 2004 sustaining our summary judgment motion and those of the other defendants on all claims. Champagne filed a notice of appeal on July 13, 2004; the Company has responded, and the appeals court heard the matter in September 2005. The Company cannot determine at this time the amount of liability related to this litigation, but in the opinion of management such liability, if any, will not materially affect its results of operations, financial position, or cash flows.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.

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EXECUTIVE OFFICERS OF REGISTRANT

Officers are elected by the Board of Directors of Ryerson. All executive officers of Ryerson have been employed by the Company or an affiliate of the Company throughout the past five years.

Set forth below are the executive officers of Ryerson as of February 25, 2006, and the age of each as of such date. Their principal occupations at present and during the past five years, including positions and offices held with the Company or a significant subsidiary or affiliate of the Company, are shown below.

Name, Age and Present Position with Registrant	Positions and Offices Held During the Past Five Years
Neil S. Novich, 51 Chairman, President and Chief Executive Officer	Mr. Novich has been Chairman, President and Chief Executive Officer and a director of Ryerson since February 1999. Mr. Novich is also a director of W.W. Grainger, Inc.
Jay M. Gratz, 53 Executive Vice President, Chief Financial Officer and President—Ryerson Coil Processing Division	Mr. Gratz has been Executive Vice President and Chief Financial Officer of Ryerson since February 1999 and President of Ryerson Coil Processing Division since November 2001.
Gary J. Niederpruem, 54 Executive Vice President	Mr. Niederpruem has been Executive Vice President of Ryerson since February 1999.
James M. Delaney, 48 President—Customer Solutions Team and Chief Customer Officer	Mr. Delaney has been President, Customer Solutions Team and Chief Customer Officer since June 2000. He was Chief Procurement Officer from July 2001 to January 2006 and President of Ryerson Central, a unit of Ryerson, from February 1999 to June 2000.
Stephen E. Makarewicz, 59 President, Ryerson South	Mr. Makarewicz has been President, Ryerson South, a unit of Ryerson, since June 2000 and President, Chief Executive Officer and Chief Operating Officer of Tull from October 1994 until its January 1, 2006 merger with JTR.
William Korda, 58 Vice President— Human Resources	Mr. Korda has been Vice President—Human Resources of Ryerson since February 1999.
Joyce E. Mims, 63 Vice President and General Counsel	Ms. Mims has been Vice President and General Counsel of Ryerson since January 2001. She was Vice President, General Counsel and Secretary of Ryerson from June 1999 until January 2001.
Darell R. Zerbe, 63 Vice President—Information Technology	Mr. Zerbe has been Vice President—Information Technology and Chief Information Officer of Ryerson since February 1999.
Terence R. Rogers, 46 Vice President— Finance and Treasurer	Mr. Rogers has been Vice President—Finance of Ryerson since September 2001 and Treasurer of Ryerson since February 1999. He was Chief Procurement Officer from April 2000 to July 2001.
Lily L. May, 56 Vice President, Controller and Chief Accounting Officer	Ms. May has been Vice President of Ryerson since January 2003 and Controller since February 1999.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

(a) The common stock of Ryerson is listed and traded on the New York Stock Exchange. As of February 28, 2006, the number of holders of record of common stock of Ryerson was 7,605.

The following table sets forth the high and low sale prices for and the frequency and amount of cash dividends declared on the Common Stock for the period January 1, 2004 through December 31, 2005.

	Per Common Share Market Price						Dividend declared
	High		Low		Close
2005
First Quarter	$	15.89	$	12.15	$	12.67	$	0.05
Second Quarter		16.75		10.22		14.27		0.05
Third Quarter		21.51		13.95		21.30		0.05
Fourth Quarter		24.66		18.15		24.32		0.05
Year		24.66		10.22		24.32	$	0.20
2004
First Quarter	$	13.62	$	10.00	$	13.09	$	0.05
Second Quarter		16.05		11.18		15.88		0.05
Third Quarter		17.32		13.90		17.17		0.05
Fourth Quarter		17.88		13.90		15.75		0.05
Year		17.88		10.00		15.75	$	0.20

Restrictions in the Company’s financing that limit the Company’s ability to pay dividends are described in Item 7 “Management’s Discussion and Analysis of Financial Condition—Total Debt” at page 31.

(b) Not applicable.

(c) The Company did not repurchase any of its equity securities during the fourth quarter of 2005 and does not have a repurchase program currently in effect.

ITEM 6. SELECTED FINANCIAL DATA.

The following consolidated financial information should be read in conjunction with the audited Consolidated Financial Statements of Ryerson Inc. and Subsidiaries and the Notes thereto included in Item 8. “Financial Statements and Supplementary Data.”

The selected financial data has been restated to correct the classification of metal processing costs, to properly record the impact of nickel surcharges on stainless steel inventory by one of our Canadian subsidiaries, to correct an out-of-period adjustment in our deferred tax liabilities and to record the impact of other immaterial miscellaneous adjustments. See Note 2 of the Consolidated Financial Statements for further discussion.

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FIVE YEAR SUMMARY OF SELECTED FINANCIAL DATA

AND OPERATING RESULTS

(Dollars in millions, except per share and per ton data)

	2005			2004			2003			2002			2001
				(restated)(10)			(restated)(10)			(restated)(10)			(restated)(10)
Summary of Earnings
Net sales	$	5,780.5		$	3,302.0		$	2,189.4		$	2,096.5		$	2,243.5
Gross profit		887.0	(1)		491.2			359.0			348.8			332.6
Operating profit		232.9	(2)		99.7	(3)		3.4	(4)		(7.9	)(5)		(76.0	)(8)
Income (loss) before income taxes and discontinued operations		160.6	(2)		76.0	(3)		(15.3	)(4)		(18.8	)(6)		(101.2	)(8)
Income (loss) from continuing operations		98.1	(2)		49.0	(3)		(13.6	)(4)		(11.8	)(6)		(61.1	)(8)
Earnings (loss) per share from continuing operations—basic		3.88			1.96			(0.56	)		(0.48	)		(2.47	)
Earnings (loss) per share from continuing operations—diluted		3.78			1.91			(0.56	)		(0.48	)		(2.47	)
Earnings (loss) per share—basic		3.88			2.24			(0.56	)		(3.86	)(7)		(2.47	)
Earnings (loss) per share—diluted		3.78			2.18			(0.56	)		(3.86	)(7)		(2.47	)
Financial Position at Year End
Inventory—current value(9)	$	1,107.0		$	941.6		$	501.1		$	493.9		$	409.5
Working capital		778.4			778.9			505.1			506.4			396.9
Property, plant and equipment		398.4			239.3			225.0			233.0			249.7
Total assets		2,151.0			1,540.8			1,119.3			1,105.3			1,012.9
Long-term debt, including amount due within one year		877.2			526.2			266.3			220.4			100.6
Stockholders’ equity		547.8			439.6			386.6			409.1			554.6
Financial Ratios
Inventory turnover—current value basis(9)		3.9x			4.0x			3.8x			4.1x			3.8x
Return on ending stockholders’ equity		17.9	%		12.7	%		(3.5	)%		(23.4	)%		(11.0	)%
Volume and Per Ton Data
Tons shipped (000)		3,499			2,821			2,553			2,610			2,817
Average selling price per ton	$	1,652		$	1,170		$	858		$	803		$	796
Gross profit per ton		254			174			140			134			118
Operating expenses per ton		187			139			139			137			145
Operating profit per ton		67			35			1			(3	)		(27	)
Profit Margins
Gross profit as a percent of sales		15.3	%		14.9	%		16.4	%		16.6	%		14.8	%
Operating expenses as a percent of sales		11.3			11.9			16.2			17.0			18.2
Operating profit as a percent of sales		4.0			3.0			0.2			(0.4	)		(3.4	)
Other Data
Average number of employees		5,819			3,434			3,471			3,715			4,198
Tons shipped per average employee		601			822			736			703			671
Capital expenditures	$	32.6		$	32.6		$	19.4		$	10.5		$	13.4
Cash flow provided by (used for) operating activities		321.5			(170.0	)		(12.6	)		(141.6	)		272.4
Dividends declared per common share		0.20			0.20			0.20			0.20			0.20

(1) Includes a $9.6 million, or $5.8 million after-tax, charge from a change in method of applying LIFO.

(2) In addition to LIFO method change noted in (1), includes restructuring and plant closure costs of $4.0 million, or $2.4 million after-tax, a pension curtailment gain of $21.0 million, or $12.8 million after-tax, and gain on the sale of assets of $6.6 million, or $4.0 million after-tax.

(3) Includes restructuring and plant closure costs of $3.6 million, or $2.2 million after-tax, and gain on the sale of assets of $5.6 million, or $3.4 million after-tax.

(4) Includes restructuring and plant closure costs of $6.2 million pretax or $3.8 million after-tax.

(5) Includes an unfavorable adjustment to the sale of Inland Engineered Materials Corporation of $8.5 million pretax, or $5.4 million after-tax, restructuring and plant closure costs of $2.7 million pretax, or $1.6 million after-tax, a $10.9 million pretax, or $6.6 million after-tax, gain on the sale of assets and a $4.1 million pretax, or $2.6 million after-tax, gain on the sale of Company’s interests in China.

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(6) In addition to the items noted in (5), includes a $5.1 million pretax, or $3.3 million after-tax, gain from shares received on demutualization of an insurance company.

(7) In addition to items noted in (5) and (6), includes $82.2 million after-tax, or $3.31 per share, impairment charge resulting from the adoption of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets.” The charge was recorded as the cumulative effect of a change in accounting principle. Also includes $0.07 per share loss from discontinued operations.

(8) Includes restructuring costs of $19.4 million pretax, or $11.9 million after-tax, loss on the sale of Mexican interests of $3.3 million pretax, or $2.0 million after-tax, the write-off of the investment in MetalSite, Inc. of $1.0 million pretax, or $0.6 million after-tax, and a $1.3 million pretax, or $0.8 million after-tax, gain on the sale of assets.

(9) Inventory—current value is defined as the sum of inventory plus LIFO reserve. Inventory turnover—current value basis is defined as cost of materials sold divided by the average monthly inventory—current value. These measures are not recognized financial measures under generally accepted accounting principles in the United States and, therefore, should not be considered in isolation or as an alternative to other financial statement data presented in the consolidated financial statements. Inventory—current value and inventory turnover—current value basis as presented in this report may not be comparable to similarly titled measures by other companies.

Reconciliation of Inventories to Inventory—current value

	(Dollars in Millions) At December 31,
	2005		2004		2003		2002		2001
			(restated)		(restated)		(restated)		(restated)
Inventories at stated LIFO value	$	834.3	$	606.9	$	439.9	$	454.8	$	399.8
Excess of replacement cost over stated LIFO value		272.7		334.7		61.2		39.1		9.7
Inventory—current value	$	1,107.0	$	941.6	$	501.1	$	493.9	$	409.5

Calculation of Inventory turnover—current value basis:

	(Dollars in Millions)
	2005		2004		2003		2002		2001
			(restated)		(restated)		(restated)		(restated)
Cost of materials sold	$	4,893.5	$	2,810.8	$	1,830.4	$	1,747.7	$	1,910.9
Divide by average monthly inventory—current value	$	1,257.0	$	698.5	$	488.1	$	430.9	$	505.7
Inventory turnover—current value basis		3.9x		4.0x		3.8x		4.1x		3.8x

Management considers inventory turnover—current value basis and inventory—current value to be critical measures and tools in managing its investment in inventory. The Company accounts for its inventory primarily using the LIFO method. The LIFO method has the benefit of more accurately matching revenue with current cost of material. Management believes that inventory turnover calculated using the cost of material divided by inventory at a current value basis is the more relevant measure of inventory management.

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(10) For the disclosure of the amounts restated as of December 31, 2004 and for the years ended December 31, 2004 and 2003, see Note 2 of the Notes to Consolidated Financial Statements included in Item 8, “Financial Statements and Supplementary Data.” As a result of the restatements, the following amounts were restated as of December 31, 2003, 2002 and 2001, and for the years ended December 31, 2002 and 2001 (dollars in millions):

	For the year ended December 31,
	2002									2001
	As previously reported			Restatement adjustment			As restated			As previously reported			Restatement adjustment			As restated
Gross profit	$	410.6		$	(61.8	)	$	348.8		$	402.4		$	(69.8	)	$	332.6
Operating profit		(8.8	)		0.9			(7.9	)		(74.6	)		(1.4	)		(76.0	)
Income (loss) before income taxes and discontinued operations		(19.7	)		0.9			(18.8	)		(99.8	)		(1.4	)		(101.2	)
Income (loss) from continuing operations		(12.4	)		0.6			(11.8	)		(60.2	)		(0.9	)		(61.1	)
Earnings (loss) per share from continuing operations—basic		(0.51	)		0.03			(0.48	)		(2.44	)		(0.03	)		(2.47	)
Earnings (loss) per share from continuing operations—diluted		(0.51	)		0.03			(0.48	)		(2.44	)		(0.03	)		(2.47	)
Earnings (loss) per share—basic		(3.89	)		0.03			(3.86	)		(2.44	)		(0.03	)		(2.47	)
Earnings (loss) per share—diluted		(3.89	)		0.03			(3.86	)		(2.44	)		(0.03	)		(2.47	)

	At December 31,
	2003						2002						2001
	As previously reported		Restatement adjustment		As restated		As previously reported		Restatement adjustment		As restated		As previously reported		Restatement adjustment		As restated
Inventory—current value	$	498.8	$	2.3	$	501.1	$	492.7	$	1.2	$	493.9	$	409.2	$	0.3	$	409.5
Working capital		503.4		1.7		505.1		505.5		0.9		506.4		396.6		0.3		396.9
Total assets		1,114.4		4.9		1,119.3		1,101.5		3.8		1,105.3		1,009.9		3.0		1,012.9
Stockholders’ equity		382.3		4.3		386.6		405.6		3.5		409.1		551.7		2.9		554.6

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This section contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. See disclosure presented on the inside of the front cover of this Annual Report on Form 10-K for cautionary information with respect to such forward-looking statements. The following discussion should be read in conjunction with Item 6 “SELECTED FINANCIAL DATA” and the Company’s Consolidated Financial Statements and related Notes thereto in Item 8, “FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.”

Restatement

We have restated our previously reported financial statements as of December 31, 2004 and for the years ended December 31, 2004 and 2003 to correct the classification of metal processing costs, to properly record the impact of nickel surcharges on stainless steel inventory by one of our Canadian Subsidiaries, to correct an out-of period adjustment in our deferred tax liabilities and to record the impact of other immaterial miscellaneous adjustments. This MD&A gives effect to the restatement of the Consolidated Financial Statements. See Note 2 of the Consolidated Financial Statements included under Item 8 for further discussion.

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Overview

Industry and Operating Trends

The Company purchases large quantities of metal products from primary producers and sells these materials in smaller quantities to a wide variety of metals-consuming industries. More than one-half of the metals products sold are processed by the Company by burning, sawing, slitting, blanking, cutting to length or other techniques. The Company sells its products and services to many industries, including machinery manufacturers, fabricated metal products, electrical machinery, transportation equipment, construction, wholesale distributors, and metals mills and foundries. Revenue is recognized at the time of shipment to customers, which is substantially the same as recognizing revenue upon delivery given the proximity of the Company’s distribution sites to its customers.

Sales volume, gross profit and operating expense control are the principal factors that impact the Company’s profitability:

Sales volume.    The Company’s sales volume is driven by market demand, which is largely determined by overall industrial production and conditions in specific industries in which the Company’s customers operate. Increases in sales volume generally enable the Company both to improve purchasing leverage with suppliers, as the Company buys larger quantities of metals inventories, and to reduce operating expenses per ton sold. Sales prices are also primarily driven by market factors such as overall demand and availability of product. The Company’s net sales include revenue from product sales, net of returns, allowances, customer discounts and incentives.

Gross profit.    Gross profit is the difference between net sales and the cost of materials sold. Cost of materials sold includes metal purchase and in-bound freight costs, third-party processing costs and direct and indirect internal processing costs. The Company’s sales prices to its customers are subject to market competition. Achieving acceptable levels of gross profit is dependent on the Company acquiring metals at competitive prices, its ability to manage the impact of changing prices and efficiently managing its internal and external processing costs.

Operating expenses.    Optimizing business processes and asset utilization to lower fixed expenses such as employee, facility and truck fleet costs which cannot be rapidly reduced in times of declining volume, and maintaining low fixed cost structure in times of increasing sales volume, have a significant impact on the Company’s profitability. Operating expenses include costs related to warehousing and distributing the Company’s products as well as selling, general and administrative expenses.

The metals service center industry is generally considered cyclical with periods of strong demand and higher prices followed by periods of weaker demand and lower prices due to the cyclical nature of the industries in which the largest consumers of metals operate. The manufacturing sector in North America experienced a significant cyclical downturn from mid-2000 through 2003. During this period, sales volume measured in tons per shipping day decreased and adversely impacted the Company’s financial results, which at the time did not include Integris Metals and J&F. The metals service center industry experienced a significant recovery during 2004 and 2005, due to global economic factors including increased demand from China and in the United States, decreased imports into the United States, and consolidation in the steelmaking industry, and a rebound of the U.S. manufacturing sector, all of which combined to substantially increase metals selling prices from 2003 levels. Through the date of this filing in 2006, business conditions remain favorable.

Integris Metals Acquisition

On January 4, 2005, Ryerson acquired all of the capital stock of Integris Metals for a cash purchase price of $410 million, plus assumption of approximately $234 million of Integris Metals’ debt. Prior to the acquisition, Integris Metals was the fourth largest metals service center in North America with leading market positions in

24

aluminum and stainless steel and the Company was a general line materials (primarily metals) distributor and processor, offering a broad line of sheet, bar, tube and plate products in carbon steel and stainless steel and to a lesser extent, aluminum.

The Integris Metals acquisition substantially increased the size of the Company: The acquisition approximately doubled the number of service center facilities maintained by the Company, as well as increasing the Company’s net sales from $3.3 billion in 2004 to $5.8 billion in 2005. The Company has commenced an integration plan to consolidate facilities and integrate administrative functions. Completion of the Integris Metals integration is expected to incur pre-tax restructuring charges of $7 million to $11 million, as well as operating expenses—primarily for physical relocation of equipment and inventory—of $5 million to $8 million. Most of these expenses are likely to occur in 2006. The restructuring charge consists of employee-related costs including severance and post-retirement benefits, and tenancy and other costs. Approximately half of the charge for exit and disposal activities is expected to result in cash expenditures. Most of this charge will be recorded during 2006 in accordance with Statement of Financial Accounting Standards No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” and related accounting guidance. When completed, the Company expects the overall integration to impact approximately 20 facilities and 350 employees. The Company expects to capture annualized cost synergies in excess of $50 million through the integration plan.

In 2004, the Company commenced an upgrade of its systems capability through consolidating its multiple information technology operating platforms onto one integrated SAP platform. Due to the additional Integris Metals facilities that will need to be converted to SAP, the Company anticipates that the full implementation of SAP will require total expenditures of $65 million for the Company-wide conversion, $32 million of which are capital expenditures, with completion by the end of 2008. Through the end of 2005, the Company has already spent $38 million, $28 million of which were capital expenditures.

Consistent with generally accepted accounting principles (GAAP), the discussion of Company results of operations for the twelve months ended December 31, 2005 includes the financial results of Integris Metals for all but the first three days of the period. The inclusion of these results, plus the continuing integration process, may render direct comparison with the results for prior periods less meaningful. Accordingly, the discussion below addresses, where appropriate, trends that management believes are significant, separate and apart from the impact of the Integris Metals’ acquisition.

Supplemental information with comparisons of 2005 Statement of Operations data to pro forma data for the comparable periods in 2004 is presented in a separate section below under the subheading “Supplemental Information—Pro Forma Comparisons.” The unaudited pro forma 2004 data presented reflects the Company’s acquisitions of J&F and Integris Metals, the terms of its amended and restated credit agreement dated January 4, 2005 and its 2004 issuances of $175 million convertible senior notes due 2024 and of $150 million of senior notes due 2011, as if all such events had occurred on January 1, 2004.

Change in Accounting Principle

Effective January 1, 2005, the Company changed its method of applying LIFO inventory costing for the domestic component of its inventory, resulting in an after-tax charge of $5.8 million, or $0.22 per share, included in 2005 net income of $98.1 million. The cumulative effect of this accounting change for the periods prior to January 1, 2005 is not determinable. Accordingly, such change has been accounted for prospectively. The change conformed the Company’s inventory valuation for all domestic inventories to a single LIFO method consistent with the Company’s Integris Metals’ integration plan and the January 1, 2006 merger of its U.S. operating subsidiaries into its Joseph T. Ryerson and Son, Inc. subsidiary. The changed LIFO methodology combines groups of items with similarities into three LIFO pools tracking the Company’s significant product lines.

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Historical Results of Operations

	2005			2004			2003
				(restated)			(restated)
	(In millions, except per share data)
Net sales	$	5,780.5		$	3,302.0		$	2,189.4
Gross profit		887.0			491.2			359.0
Warehousing and delivery expenses		318.8			175.2			161.9
Selling, general and administrative expenses		358.9			218.3			187.5
Restructuring charges		4.0			3.6			6.2
Net other charges and (gains)		(27.6	)		(5.6	)		—
Operating profit		232.9			99.7			3.4
Income (loss) from continuing operations		98.1			49.0			(13.6	)
Income (loss) from discontinued operations		—			7.0			—
Net income (loss)	$	98.1		$	56.0		$	(13.6	)
Income (loss) per common share from continuing operations—diluted	$	3.78		$	1.91		$	(0.56	)
Net income (loss) per common share—diluted	$	3.78		$	2.18		$	(0.56	)
Average shares outstanding—diluted		26.0			25.7			24.8

Continuing Operations

The Company reported income from continuing operations in 2005 of $98.1 million, or $3.78 per diluted share, as compared with income from continuing operations of $49.0 million, or $1.91 per diluted share, in 2004, and a loss from continuing operations of $13.6 million, or $0.56 per diluted share, in 2003. In addition to the effect of the LIFO method change discussed above, 2005 results also included restructuring and plant closure costs of $2.4 million after-tax, or $0.09 per share, a pension curtailment gain of $12.8 million after-tax, or $0.49 per share, and gain on the sale of assets of $4.0 million after-tax, or $0.15 per share.

Comparison of 2005 with 2004—Continuing Operations

Net Sales

Net sales of $5.78 billion in 2005 increased 75 percent from $3.3 billion in 2004 as a result of a 41 percent increase in average selling price and a 24 percent increase in tons shipped. The Company had a shift in the mix of products sold to an increased proportion of higher priced stainless steel and aluminum due to the acquisition of Integris Metals on January 4, 2005. All of the increase in tons shipped was attributable to the acquisition of Integris Metals.

Gross Profit

Gross profit—the difference between net sales and the cost of materials sold—increased $395.8 million, or 81 percent, to $887.0 million in 2005 from $491.2 million in 2004. The change in the LIFO method of inventory valuation for the domestic portion of our inventory decreased gross profit by $9.6 million in 2005. However, as a result of inventory reductions, gross profit benefited from the liquidation of LIFO inventory carried at lower costs by $13.1 million in 2005. Gross profit as a percentage of sales increased to 15.3% from 14.9% a year ago. Gross profit per ton increased to $254 in 2005 from $174 in 2004, primarily attributable to the acquisition of Integris Metals, which increased average selling price due to the shift in product mix discussed above in “Net Sales.”

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Expenses

Total operating expenses in 2005 increased $262.6 million to $654.1 million from $391.5 million in 2004. Approximately $238.1 million of the $262.6 million increase was attributable to expenses from Integris Metals.

• Warehousing and delivery expenses in 2005 increased to $318.8 million from $175.2 million in 2004. The increase was primarily due to expenses from Integris Metals ($124.1 million), to increased delivery expenses of $8.4 million resulting from higher volume, higher diesel fuel costs and increased transportation prices, in addition to higher costs for labor ($3.2 million), group insurance and pension costs ($2.5 million), and repair and maintenance costs ($1.2 million).

• Selling, general and administrative expenses increased in 2005 to $358.9 million from $218.3 million in 2004. The increase was due primarily to expenses from Integris Metals ($135.0 million), higher costs for stock-based compensation ($3.4 million), professional fees ($2.5 million), and audit fees ($2.1 million).

• Included in the total operating expenses are restructuring and plant closure costs of $4.0 million for 2005 and $3.6 million in 2004. Also included in 2005 total operating expenses was a pension curtailment gain of $21.0 million.

Total operating expenses per ton was $187 in 2005 and $139 in 2004. Operating expenses represent 11.3 percent and 11.9 percent of sales in 2005 and 2004, respectively. The average number of employees increased 69 percent in 2005 to 5,819 from 3,434 in 2004 due to the Integris Metals acquisition. Tons shipped per employee decreased 27 percent from 822 tons to 601 tons. Operating expenses per ton are higher than historical levels and tons shipped per employee are lower than historical levels due to the shift in the Company’s product mix toward more aluminum and stainless steel after the acquisition of Integris Metals. Aluminum is lighter in weight than carbon and stainless is processed more slowly because of its surface-critical applications. As a result, expenses per ton have increased, while tons shipped per employee decreased.

Operating Profit

Operating profit was $232.9 million in 2005, representing 4.0 percent of sales, compared to an operating profit of $99.7 million, or 3.0 percent of sales, in 2004. The higher operating profit was primarily due to the acquisition of Integris Metals and the higher level of gross profit generated from higher average selling price in 2005, as discussed above.

Other Expenses

Other expenses, primarily interest and financing costs, increased to $72.3 million in 2005 from $23.7 million in 2004. Higher levels of credit facility borrowings to fund the Integris Metals acquisition and increased working capital requirements during 2005 were primarily responsible for the increase in interest and financing costs as well as higher interest rates and increased amortization of debt issuance costs associated with debt issued in the fourth quarter of 2004 and the amendment of the Company’s credit facility in the first quarter of 2005. See “Total Debt” in “Liquidity and Capital Resources” section below for a further discussion of outstanding debt.

Provision for Income Taxes

In 2005, the Company recorded income tax expense of $62.5 million compared to $27.0 million in 2004. The effective tax rate was 38.9 percent in 2005 compared to 35.5 percent in 2004. In 2005, the Company recorded a $2.1 million income tax benefit as a result of a favorable settlement from an IRS examination and a $2.2 million income tax expense related to estimated tax exposures. In 2004, the Company recorded a $1.9 million income tax benefit as a result of the reassessment of the valuation allowance for certain state deferred tax assets. The higher effective tax rate in 2005 resulted from higher state and local income taxes.

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Earnings Per Share

Diluted earnings per share from continuing operations was $3.78 in 2005 and $1.91 in 2004, with the increase due primarily to the results of operations discussed above.

Comparison of 2004 with 2003—Continuing Operations

Net Sales

Net sales of $3.30 billion in 2004 increased 51 percent from $2.19 billion in 2003 as a result of a 36 percent increase in average selling price and a 10 percent increase in tons shipped. The Company benefited from the higher metals prices resulting from the combination of tight metals supplies and increased demand by the metals-consuming sector of the U.S. economy during 2004. Approximately one-third of the increase in tons shipped was attributable to the acquisition of J&F Steel, purchased on July 30, 2004.

Gross Profit

Gross profit—the difference between net sales and the cost of materials sold—increased 37 percent to $491.2 million in 2004 from $359.0 million in 2003. Gross profit as a percentage of sales decreased to 14.9 percent in 2004 from 16.4 percent in 2003. The decline was due to increased material costs for contractual customers, which were passed through without a markup (1.4 percent impact) and to the addition of relatively high-cost carbon flat-rolled steel inventory in 2004, which resulted in higher material costs passing through the cost of goods sold under the LIFO method of material costing (1.0 percent impact). Gross profit per ton increased to $174 in 2004 from $140 in 2003 due to higher selling prices.

Expenses

Total operating expenses in 2004 increased $35.9 million to $391.5 million from $355.6 million in 2003. Warehousing and delivery expenses in 2004 increased to $175.2 million from $161.9 million in 2003. The increase was primarily due to increased delivery expenses of $10.3 million (excluding J&F Steel) resulting from higher volume, higher diesel fuel costs and increased transportation prices. Selling, general and administrative expenses increased in 2004 to $218.3 million from $187.5 million in 2003. The increase was due primarily to higher incentive bonuses ($17.7 million), higher pension and group insurance costs ($5.9 million) and five months’ expenses from J&F Steel ($3.2 million).

Total operating expenses per ton was $139 in 2004 and $139 in 2003, representing 11.9 percent and 16.2 percent of sales, respectively. Included in the total expenses are restructuring and plant closure costs of $3.6 million for 2004 and $6.2 million in 2003. The average number of employees decreased 1 percent in 2004 to 3,434 from 3,471 in 2003 while tons shipped per employee, a key measure of productivity, increased 12 percent from 736 tons to 822 tons.

Operating Profit

Operating profit was $99.7 million in 2004, representing 3.0 percent of sales, compared to an operating profit of $3.4 million, representing 0.2 percent of sales, in 2003. The improvement was primarily due to the higher level of gross profit generated from higher average selling price and greater volume in 2004, as discussed above.

Other Expenses

Other expenses increased to $23.7 million in 2004 from $18.7 million in 2003. Other expenses are primarily related to interest and financing costs. Higher levels of credit facility borrowings to fund the J&F acquisition and increased working capital requirements during 2004 were primarily responsible for the increase in interest and financing costs.

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Provision for Income Taxes

In 2004, the Company recorded income tax expense of $27.0 million compared to a $1.7 million tax benefit in 2003. The effective tax rate was 35.5 percent in 2004 compared to 11.3 percent in 2003. In 2004, the Company recorded a $1.9 million income tax benefit as a result of the reassessment of the valuation allowance for certain state deferred tax assets. The effective tax rate in 2003 included an additional valuation allowance of $4.5 million against certain state deferred tax assets.

Earnings Per Share

Diluted earnings per share from continuing operations was $1.91 in 2004 and a loss of $0.56 in 2003, due primarily to the results of operations discussed above.

Discontinued Operations

Regarding discontinued operations, on July 16, 1998, Ispat International N.V. (“Ispat”) acquired Inland Steel Company (“ISC”), the Company’s wholly owned subsidiary that constituted the steel manufacturing and related operations segment of the Company’s consolidated operations. In 1998, the Company recorded a $510.8 million after-tax gain from this transaction. In the second quarter of 2002, the Company recorded a $1.7 million after-tax charge as an additional accrual for environmental indemnification claims made by Ispat in connection with the sale of ISC. In 2003, the Company and Ispat settled all environmental and other indemnification claims between them related to the Company’s indemnification obligations under the ISC/Ispat Merger Agreement and certain matters related to the Ispat Pension Plan. Details of the settlement are discussed in the “ISC/Ispat Transaction” below. In 2004, Ispat made the final required contributions to the Ispat Pension Plan and the Company reduced its liability related to its guaranty to the Pension Benefit Guaranty Corporation (“PBGC”) that Ispat would make the required payments. The Company’s liability was reduced from $5.5 million to zero and a favorable $3.5 million after-tax adjustment to the gain on the sale of ISC was recorded. In 2004, the Company also recorded a favorable $3.5 million after-tax adjustment to the gain on the sale of ISC related to the settlement of litigation with insurers regarding coverage issues. The combined benefit of these two matters to 2004 earnings was $7.0 million after-tax, or $0.27 per diluted share.

Supplemental Information—Pro forma Comparisons

Management’s discussion below reflects its analysis of the pro forma data presented below. Management believes that the comparison of 2005 results with unaudited 2004 pro forma data will assist in understanding trends in the Company’s business for the factors that management considers critical to assessing the Company’s operating and financial performance. The unaudited pro forma 2004 data presented below reflects the Company’s acquisitions of J&F and Integris Metals, the terms of its amended and restated credit agreement dated January 4, 2005 and its 2004 issuances of $175 million Convertible Senior Notes due 2024 and of $150 million of Senior Notes due 2011, as if all such events had occurred on January 1, 2004. See “Pro Forma Results Reconciliation” below for a reconciliation of 2004 historical results to 2004 pro forma data.

	2005			Unaudited Pro forma 2004
				(restated)
	(Figures in millions, except per share data)
Net sales	$	5,780.5		$	5,409.0
Gross profit		887.0			870.4
Warehousing and delivery expenses		318.8			296.6
Selling, general and administrative expenses		358.9			368.0
Restructuring charges		4.0			5.2
Net other charges and (gains)		(27.6	)		(8.0	)
Operating profit		232.9			208.6
Income from continuing operations		98.1			94.6

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Comparison of 2005 with 2004 Unaudited Pro forma—Continuing Operations

Net Sales

Net sales of $5.78 billion in 2005 increased 7 percent from $5.41 billion pro forma 2004 as a result of a 12 percent increase in average selling price partially offset by a 5 percent decrease in tons shipped. The Company continued to benefit in 2005 from higher metals prices, which began to increase in early 2004. However, carbon flat-rolled pricing declined in 2005 from fourth quarter 2004 levels as supply shortages were alleviated in 2005.

Gross Profit

Gross profit—the difference between net sales and the cost of materials sold—increased 1.9 percent to $887.0 million in 2005 from $870.4 million pro forma 2004. Gross profit as a percentage of sales decreased to 15.3 percent from 16.1 percent a year ago. The pro forma 2004 results reflect Integris Metals cost of material on a weighted-average cost basis for stainless and carbon steel, which resulted in higher gross margin in 2004 as prices increased rapidly. During 2005, as stated above, all of the Company’s domestic inventories are valued using the LIFO method. Gross profit per ton increased to $254 in 2005 from $237 pro forma 2004 due to higher selling prices.

Expenses

Total operating expenses in 2005 decreased $7.7 million to $654.1 million from $661.8 million pro forma 2004.

• Warehousing and delivery expenses in 2005 increased $22.2 million to $318.8 million from $296.6 million pro forma 2004. The increase was primarily due to increased delivery expenses of $9.2 million resulting from higher diesel fuel costs and increased transportation prices, in addition to higher labor costs ($3.5 million), and group insurance and pension costs ($4.9 million).

• Selling, general and administrative expenses decreased $9.1 million in 2005 to $358.9 million from $368.0 million pro forma 2004. The decrease was due primarily to lower sales incentive bonuses ($10.7 million) partially offset by higher costs for stock-based compensation ($3.4 million).

• 2005 total expenses include a pension curtailment gain of $21.0 million.

• Included in the total expenses are restructuring and plant closure costs of $4.0 million for 2005 and $5.2 million pro forma 2004.

Total operating expenses per ton were $187 in 2005 and $180 pro forma 2004, primarily the effect of lower shipment in 2005 from 2004 pro forma volume.

Operating Profit

Operating profit was $232.9 million in 2005, representing 4.0 percent of sales, compared to an operating profit of $208.6 million, representing 3.9 percent of sales, pro forma 2004. The improvement was due to the higher level of gross profit generated from higher average selling price in 2005 aided by lower operating expenses, as discussed above.

Liquidity and Capital Resources

The Company’s primary sources of liquidity are cash and cash equivalents, cash flows from operations and borrowing availability under our revolving credit facility. Our principal source of operating cash is from the sale of metals and other materials. Our principal uses of cash are for payments associated with the procurement and processing of our metals and other materials inventories, costs incurred for the warehousing and delivery of our inventories and the selling and administrative costs of our business, and for capital expenditures.

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The Company had cash and cash equivalents at December 31, 2005 of $27.4 million, compared to $18.4 million at December 31, 2004. At December 31, 2005, the Company had $877.2 million total debt outstanding, a debt to capitalization ratio of 62% and $575 million available under its revolving credit facility.

Net cash provided by operating activities was $321.5 million in 2005, primarily due to net income of $98.1 million during 2005, a $177.0 million reduction of inventories and a $98.4 million reduction in accounts receivable. The cash inflow from net income and the inventory reduction was partially offset by reductions in accounts payable of $43.6 million and accrued taxes payable of $39.2 million. The cash provided by inventory reductions is due to better management of inventory levels and sharing of inventory stocks between the Integris Metals facilities and the Company’s other facilities. The reduction in accounts payable is attributable to reduced purchases of inventory as the Company used its on-hand inventory. The Company also made income tax payments of $82.8 million in 2005.

During the first quarter of 2005, the Company acquired Integris Metals, in which the Company invested a total of approximately $644.1 million, by paying $410.1 million in cash, net of $1.1 million of cash acquired, and by assuming $234.0 million of Integris Metals’ then-existing debt. Ryerson paid for the acquisition with funds borrowed under the Company’s new credit facility discussed below under “Credit Facility.”

In addition to the Integris Metals acquisition, net cash used for investing included capital expenditures of $32.6 million. Separately, the Company received $5.5 million from the sale of a facility in the state of Washington in the first quarter of 2005, $12.7 million from the sale of facilities in the states of Illinois, Florida and Georgia in the third quarter of 2005 and $2.2 million from the sale of a facility in Virginia in the fourth quarter of 2005.

Net cash provided by financing activities during 2005 was $105.6 million, with the entire funding provided by borrowings under the Company’s revolving credit facility. During 2005, the Company also paid $10.1 million of fees associated with amending the revolving credit facility.

Total Debt

As a result of the increased borrowings under the revolving credit facility, primarily to purchase Integris Metals, total debt in the Consolidated Balance Sheet increased to $877.2 million at December 31, 2005 from $526.2 million at December 31, 2004.

Total debt outstanding as of December 31, 2005 consisted of the following amounts: $452 million borrowing under the Credit Facility, $100 million 9 ¹/8% Notes, $175 million 3.50% Convertible Senior Notes, and $150 million 8 ¹/4% Senior Notes. Discussion of each of these borrowing arrangements follows.

Credit Facility

On January 4, 2005, the Company entered into an amendment and restatement of its existing $525 million revolving credit facility, and Integris Metals’ existing $350 million revolving credit facility, resulting in a new 5-year, $1.1 billion revolving credit facility (the “Credit Facility”). The amount of the Credit Facility may be increased by up to $200 million under certain circumstances.

Proceeds from the initial disbursement of $750 million under the Credit Facility were used (1) to finance the January 4, 2005 acquisition of Integris Metals, (2) to repay amounts outstanding under the pre-amendment credit facilities and (3) for general corporate purposes. At January 4, 2005, the Company had $750 million outstanding funded borrowing, $28 million of letters of credit issued and $300 million available under the $1.1 billion revolving credit agreement. The Company paid $10.1 million in 2005 for fees associated with the amended revolving credit facility, which will be amortized over the term of the amended facility.

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At December 31, 2005, the Company had $452 million outstanding funded borrowing under its revolving credit agreement, $31 million of letters of credit issued under the credit facility and $575 million available under the $1.1 billion revolving credit agreement, compared to $373 million available on December 31, 2004 under the then-existing $525 million credit facility. The weighted average interest rate on the borrowings under the revolving credit agreement was 6.4 percent and 5.2 percent at December 31, 2005 and 2004, respectively.

On December 20, 2005, the Company entered into an amendment effective January 1, 2006 (the “Amendment No. 1”) to the Credit Facility. The amendment extended the termination date of the Credit Facility for an additional year to January 4, 2011; reduced interest rates and fees on the Credit Facility as discussed below; eliminated the lenders’ right to request the pledge of the stock of certain of the Company’s subsidiaries; and provided further flexibility in the covenants and restrictions under the Credit Facility as discussed below.

Amounts outstanding under the Credit Facility as amended bear interest, at the Company’s option, at a rate determined by reference to the base rate (the greater of the Federal Funds Rate plus 0.50% and JPMorgan Chase Bank’s prime rate) or a LIBOR rate or, for the Company’s Canadian subsidiaries that are borrowers, a rate determined by reference to the Canadian base rate (the greater of the Federal Funds Rate plus 0.50% and JP Morgan Chase Bank’s Toronto Branch’s reference rate for Canadian Dollar loans in Canada), the prime rate (the greater of the Canadian Dollar bankers’ acceptance rate plus 0.50% and JP Morgan Chase Bank’s Toronto Branch’s reference rate for Canadian Dollar loans in Canada) or an “acceptance fee” rate payable upon the sale of a bankers’ acceptance. The spread over the base rate is between 0.0% and 0.75% and the spread over the LIBOR rate and for bankers’ acceptances is between 1.00% and 1.75%, depending on the amount available to be borrowed. Overdue amounts and all amounts owed during the existence of a default bear interest at 2% above the rate otherwise applicable.

In addition to paying interest on outstanding principal, the Company (and certain of its subsidiaries that also are permitted to borrow under the facility) is required to pay a commitment fee of up to 0.375% of the daily average unused portion of the committed loans under the Credit Facility, as amended, (i.e., the difference between the commitment amount and the daily average balance of loans plus letter of credit liabilities).

Borrowings under the Credit Facility are secured by first-priority liens on all of the inventory, accounts receivable, lockbox accounts and the related assets (including proceeds) of the Company, other subsidiary borrowers and certain other U.S. and Canadian subsidiaries that act as guarantors.

In addition to funded borrowings under the Credit Facility, the transaction documents also provide collateral for certain letters of credit that the Company may obtain thereunder and for certain derivative obligations that are identified by the Company from time to time.

The Credit Facility permits stock repurchases, the payment of dividends and the prepayment/repurchase of the Company’s debt (including its 9 ¹/8% Notes due in 2006 (the “2006 Notes”), its 3.50% Convertible Senior Notes due 2024 and its 8 ¹/4% Senior Notes due 2011 (collectively, with the 2006 Notes, the “Bonds”)). Stock repurchases, dividends and, with respect to the Bonds if not made from the proceeds of new debt or equity, prepayments/repurchases of the Company’s debt are subject to specific liquidity tests (the breach of which would result in the application of more stringent aggregate limits). In the most restrictive case, the Company (except from the proceeds of new debt or equity) is prohibited from prepaying/repurchasing any of the Bonds until the applicable maturity date and is limited to a maximum payment of $10 million in dividends on common stock (and $200,000 on preferred stock) in any fiscal year, a maximum of $5 million during any twelve-month period for equity purchases relating to stock, options or similar rights issued in connection with an employee benefit plan and a maximum of $5 million in aggregate with respect to other stock purchases.

The Credit Facility also contains covenants that, among other things, limit the Company and its subsidiaries with respect to the incurrence of debt, the creation of liens, take or pay contracts, transactions with affiliates, mergers and consolidations, sales of assets and acquisitions. The Credit Facility also requires that, if availability under the Credit Facility declines to a certain level, the Company maintain a minimum fixed charge coverage

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ratio as of the end of each fiscal quarter and provides for a default upon (among other things) the occurrence of a change of control of the Company and a cross-default to other financing arrangements.

The lenders under the Credit Facility have the ability to reject a borrowing request if there has occurred any event, circumstance or development that has had or could reasonably be expected to have a material adverse effect on the Company. If the Company, any of the other borrowers or any significant subsidiaries of the other borrowers becomes insolvent or commences bankruptcy proceedings, all amounts borrowed under the Credit Facility will become immediately due and payable.

Proceeds from credit facility borrowings and repayments of credit facility borrowings in the Consolidated Statement of Cash Flows represent borrowings under the Company’s revolving credit agreement with original maturities greater than three months. Net short-term proceeds/(repayments) under the credit facility represent borrowings under the Company’s revolving credit facility with original maturities less than three months.

$100 Million 9 ¹/8% Notes due July 15, 2006

At December 31, 2005, $100 million of the Company’s 9 ¹/8% Notes due July 15, 2006 remain outstanding. Interest on the 2006 Notes is payable semi-annually. The indenture under which the 2006 Notes were issued in 1996 contains covenants limiting, among other things, the creation of certain types of secured indebtedness, sale and leaseback transactions, the repurchase of capital stock, transactions with affiliates and mergers, consolidations and certain sales of assets. In addition, the 2006 Notes restrict the payment of dividends if the Company’s Consolidated Net Worth does not exceed a minimum level. At December 31, 2005, the Company was in compliance with this net worth test. The 2006 Notes also include a cross-default provision in the event of a default in the revolving credit facility. The Company was in compliance with the indenture covenants at December 31, 2005. The Company anticipates that the Credit Facility will provide sufficient funds to redeem the 2006 Notes at maturity on July 15, 2006.

$175 Million 3.50% Convertible Senior Notes due 2024

At December 31, 2005, $175 million of the Company’s 3.50% Convertible Senior Notes due 2024 remain outstanding. The 2024 Notes pay interest semi-annually and are fully and unconditionally guaranteed by Ryerson Procurement Corporation, one of the Company’s subsidiaries, on a senior unsecured basis and are convertible into the Company’s common stock at an initial conversion price of approximately $21.37 per share. The 2024 Notes mature on November 1, 2024.

Holders of the 2024 Notes have the right to require the Company to repurchase some or all of their 2024 Notes for cash at a repurchase price equal to 100% of the principal amount of the 2024 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but not including, the repurchase date, on November 1, 2009, November 1, 2014 and November 1, 2019, or following a fundamental change (as defined in the Indenture dated as of November 10, 2004 by and among Ryerson and Ryerson Procurement Corporation to The Bank of New York Trust Company, N.A., as Trustee, for the 3.50% Convertible Senior Notes due 2024 (the “2024 Notes Indenture”)) that occurs at any time prior to maturity of the 2024 Notes.

The 2024 Notes are convertible into shares of the Company’s common stock on or prior to the trading day preceding the stated maturity, under the following circumstances: (1) during any calendar quarter (and only during such calendar quarter) commencing after December 31, 2004 and before January 1, 2020, if the last reported sale price of the Company’s common stock is greater than or equal to 125% of the conversion price for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter; (2) at any time on or after January 1, 2020, if the last reported sale price of the Company’s common stock on any date on or after December 31, 2019 is greater than or equal to 125% of the conversion price; (3) subject to certain limitations, during the five business day period after any five consecutive trading day period in which the trading price per note for each day of that period was less than 98% of the product of the conversion rate and the last reported sale price of the Company’s common stock; (4) if the Company calls the 2024 Notes for redemption; or (5) upon the occurrence of certain corporate transactions.

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The 2024 Notes are convertible into the Company’s common stock at an initial conversion price of approximately $21.37 per share (equal to an initial conversion rate of 46.7880 shares per $1,000 principal amount) upon the occurrence of certain events. Article 15 of the 2024 Notes Indenture provides for the conversion terms. The 2024 Notes Indenture provides that the conversion price will be adjusted downward (resulting in more shares of common stock being issued) if the Company (1) issues shares of common stock as a dividend or distribution on outstanding shares of common stock or effects a share split of its common stock, (2) issues to its holders of common stock short-term rights or warrants to subscribe for or purchase shares of common stock at a price per share less than current market value (subject to readjustment to the extent that such rights or warrants are not exercised prior to their expiration), (3) distributes shares of capital stock, evidences of indebtedness or other assets or property to its common stockholders, (4) makes any cash dividend or distribution to common stockholders in excess of $0.05 per share during any fiscal quarter or (5) makes a payment in respect of a tender offer or exchange offer for common stock at a price per share in excess of the then-current market price. Conversely, the conversion price will be adjusted upward to reflect any reverse stock split or share combination involving the common stock. Upon conversion, the Company will deliver cash equal to the lesser of the aggregate principal amount of the 2024 Notes being converted and the Company’s total conversion obligation (the market value of the common stock into which the 2024 Notes are convertible), and common stock in respect of the remainder.

$150 Million 8 ¹/4% Senior Notes due 2011

At December 31, 2005, $150 million of the Company’s 8 ¹/4% Senior Notes due 2011 remain outstanding. The 2011 Notes pay interest semi-annually and are fully and unconditionally guaranteed by Ryerson Procurement Corporation, on a senior unsecured basis. The 2011 Notes mature on December 15, 2011.

The 2011 Notes contain covenants that limit the Company’s ability to incur additional debt; issue redeemable stock and preferred stock; repurchase capital stock; make other restricted payments including, without limitation, paying dividends and making investments; redeem debt that is junior in right of payment to the 2011 Notes; create liens without securing the 2011 Notes; sell or otherwise dispose of assets, including capital stock of subsidiaries; enter into agreements that restrict the payment of dividends from subsidiaries; merge, consolidate and sell or otherwise dispose of substantially all of the Company’s assets; enter into sale/ leaseback transactions; enter into transactions with affiliates; guarantee indebtedness; and enter into new lines of business. These covenants are subject to a number of exceptions and qualifications. The Company was in compliance with these covenants as of December 31, 2005. If the 2011 Notes receive an investment grade rating from both Moody’s Investors Services Inc. and Standard & Poor’s Ratings Group, certain of these covenants would be suspended for so long as the 2011 Notes continued to be rated as investment grade. The 2011 Notes do not have an investment grade rating.

Pension Funding

The Company made a voluntary contribution of $10.3 million in the third quarter of 2005 to improve the pension trust’s funded status. At December 31, 2005, as reflected in “NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Note 9: Retirement Benefits.” pension liabilities exceeded trust assets by $130 million. The Company anticipates that it will not have any required pension contribution funding under the Employee Retirement Income Security Act of 1974 (“ERISA”) in 2006 but could have sizable future pension contribution requirements for the Ryerson Pension Plan, into which the Integris Pension Plan was merged. Future contribution requirements depend on the investment returns on plan assets, the impact on pension liabilities due to discount rates, and changes in regulatory requirements. The Company is unable to determine the amount or timing of any such contributions required by ERISA or whether any such contributions would have a material adverse effect on the Company’s financial position or cash flows. The Company believes that cash flow from operations and its credit facility described above will provide sufficient funds if the Company elects to make a contribution in 2006.

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Income Tax Payments

In 2005, the Company paid $82.8 million in income tax payments. The Company expects to pay income taxes of approximately $6 million in the first quarter of 2006 and may be required to pay additional amounts thereafter in 2006 depending upon the Company’s profitability.

Contractual Obligations

The following table presents contractual obligations at December 31, 2005:

	Payments Due by Period (Dollars in Millions)
Contractual Obligations*	Total		Less than 1 year		1 – 3 years		4 – 5 years		After 5 years
Long-Term Notes	$	250	$	100	$	—	$	—	$	150
Convertible Senior Note		175		—		—		175		—
Credit Facility		452		252		—		—		200
Interest on Long-Term Notes, Convertible Senior Note and Credit Facility		338		52		95		95		96
Purchase Obligations		95		95		—		—		—
Operating leases		98		25		36		18		19
Total	$	1,408	$	524	$	131	$	288	$	465

* The contractual obligations disclosed above do not include the Company’s potential future pension funding obligations (see discussion above).

Subsequent Event

On March 13, 2006, the Company sold certain assets related to its U.S. oil and gas, tubular alloy and bar alloy businesses to Energy Alloys, LLC, a Texas limited liability company. Subject to closing adjustments, the sale price includes $49.7 million of cash and receipt of a $4 million, 3-year note. The Company expects to record a pre-tax gain on the sale of approximately $18 million and intends to use the cash proceeds to pay down debt. The divested operations include three locations dedicated to the oil and gas markets in Oklahoma, Texas and the Gulf Coast. These operations were acquired with the acquisition of Integris Metals in January 2005. The three locations generated revenues of approximately $80 million in 2005 and were profitable. The sale will not impact the Company’s remaining operations in Oklahoma, Texas and the Gulf Coast region.

Capital Expenditures

Capital expenditures during 2005 and 2004 totaled $32.6 million. Capital expenditures were primarily for buildings, machinery and equipment and information technology upgrades.

The Company anticipates capital expenditures, excluding acquisitions, to be in the range of $50 million to $70 million in 2006, including Integris Metals, which will upgrade the Company’s information technology capability and maintain or improve the Company’s processing capacity.

Restructuring

2005

The Company recorded a charge of $4.0 million in 2005 due to workforce reductions resulting from the integration of Integris Metals with the Company. The charges consist of costs for employees that were employed

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by the Company prior to the acquisition, including severance for 33 employees and other future cash outlays totaling $2.6 million and non-cash costs totaling $1.4 million for pensions and other post-retirement benefits. The December 31, 2005, accrual balance of $1.2 million will be paid through mid-2007. The Company may record additional charges for workforce reductions related to employees that were employed by the Company prior to the acquisition of Integris Metals as the integration process continues in 2006.

2004

In the third quarter of 2004, the Company recorded a charge of $3.0 million as a result of consolidating two locations into one facility in the Northeast region of the United States. The charge consists of employee-related costs, including severance for 30 employees. In the second quarter of 2004, the Company recorded a charge of $0.6 million as a result of workforce reductions. The charge consists of employee-related costs, including severance for 3 employees. The restructuring actions associated with the charges have been completed. In 2005, the Company completed the utilization of the accrual.

2003

In the fourth quarter of 2003, the Company recorded a charge of $3.8 million as a result of consolidating plants in the Midwest and South regions of the United States. Included in the charge was severance for 58 employees. Also included was $0.9 million for additional rent at a facility that was closed in the 2000 restructuring. The restructuring actions associated with the $3.8 million charge have been completed. In the third quarter of 2003, the Company recorded a charge of $0.9 million as a result of consolidating plants in the East and Central Mountain regions and consolidating sales and administrative services in the Pacific Northwest. Included in the charge was severance for 53 employees. The restructuring actions associated with the $0.9 million charge have been completed. In the second quarter of 2003, the Company recorded a charge of $1.5 million as a result of workforce reductions. The charge consists of employee-related costs, including severance for 17 employees. The restructuring actions associated with the $1.5 million charge have been completed.

Excluding the $0.9 million adjustment to the 2000 restructuring, 2003 restructuring and plant closure costs totaled $5.3 million. In 2005, the Company completed the utilization of the accrual.

Deferred Tax Assets

At December 31, 2005, the Company had net deferred tax assets of $130 million comprised primarily of $53 million of Alternative Minimum Tax (“AMT”) credit carryforwards, a deferred tax asset related to post-retirement benefits other than pensions (“FASB Statement No. 106 obligation”) of $80 million, a deferred tax asset related to pension liability of $49 million and state net operating loss tax credit carryforwards of $9 million, net of valuation allowance. The Company believes that it is more likely than not that the Company will realize all of its deferred tax assets, except for certain of its state NOL carryforwards for which a valuation allowance of $1 million has been provided as discussed below.

The AMT credit carryforwards may be used indefinitely to reduce regular federal income taxes. The Company believes that it is more likely than not that all of its federal tax credits and carryforwards will be realized.

At December 31, 2005, the deferred tax asset related to the Company’s post-retirement benefits other than pensions (“FASB Statement No. 106 obligation”) was $80 million. At December 31, 2005, the Company also had a deferred tax asset related to the Company’s pension liability of $49 million. To the extent that future annual charges under FASB Statement No. 106 and the pension expense continue to exceed amounts deductible for tax purposes, this deferred tax asset will continue to grow. Thereafter, even if the Company should have a tax loss in any year in which the deductible amount would exceed the financial statement expense, the tax law provides for a

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20-year carryforward period of that loss. Because of the long period that is available to realize these future tax benefits and the long-term nature of the related liabilities, these items are treated as having an indefinite reversal period and a valuation allowance for this deferred tax asset is not considered necessary.

The Company had $10 million of state net operating loss (“NOL”) carryforwards available at December 31, 2005. The deferred tax asset for state NOL carryforwards is reviewed for recoverability based on historical taxable income, the expected reversal of existing temporary differences, tax planning strategies, and, most importantly, on projections of future taxable income. A valuation allowance has been provided to the extent that the Company does not expect to be able to utilize all of the specific NOLs prior to their expiration in 2006-2025.

The American Jobs Creation Act of 2004 created a new tax incentive for U.S. production activities under Section 199 of the Internal Revenue Code. In order to qualify for the new deduction, the taxpayer must generate qualified production gross receipts. While the provision has been described as a manufacturing incentive, it also applies to broader activities than those generally considered to be traditional manufacturing. The deduction is phased in over a five-year period. The maximum federal income tax benefit that can be obtained is 1% in 2005-2006, 2% in 2007-2009 and 3% in 2010 and later. The Company is evaluating the new deduction, but does not expect the impact to be material.

Goodwill

Goodwill, which represents the excess of cost over the fair value of net assets acquired, amounted to $64.8 million at December 31, 2005, or approximately 3.0 percent of total assets or 11.8 percent of consolidated stockholders’ equity. This goodwill resulted from the acquisition of Integris Metals. Under Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets” (SFAS 142), goodwill is not amortized, but is tested at least annually for impairment. Intangibles deemed to have indefinite lives are no longer amortized but are subject to annual impairment tests in accordance with SFAS 142. Other intangible assets continue to be amortized over their useful lives. We review the recoverability of intangibles annually or whenever significant events or changes occur that might impair the recoverability of recorded costs. We have performed impairment tests of goodwill as of November 1, 2005, and believe that the recorded amounts for goodwill are recoverable and that no impairment currently exists.

Critical Accounting Estimates

Preparation of this Annual Report on Form 10-K requires the Company to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of the Company’s financial statements, and the reported amounts of revenue and expenses during the reporting period. The Company’s critical accounting policies, including the assumptions and judgments underlying them, are disclosed under the caption “NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Note 1: Statement of Accounting and Financial Policies” under Item 8. These policies have been consistently applied and address such matters as revenue recognition, depreciation methods, inventory valuation, asset impairment recognition and pension and postretirement expense. While policies associated with estimates and judgments may be affected by different assumptions or conditions, the Company believes its estimates and judgments associated with the reported amounts are appropriate in the circumstances. Actual results may differ from those estimates.

The Company considers the policies discussed below as critical to an understanding of the Company’s financial statements, as application of these policies places the most significant demands on management’s judgment, with financial reporting results relying on estimation of matters that are uncertain. Senior management has discussed the development and selection of the critical accounting estimates and the related disclosure herein with the Audit Committee of the Board of Directors.

37

Provision for allowances, claims and doubtful accounts:    The Company performs ongoing credit evaluations of customers and sets credit limits based upon review of the customers’ current credit information and payment history. The Company monitors customer payments and maintains a provision for estimated credit losses based on historical experience and specific customer collection issues that the Company has identified. Estimation of such losses requires adjusting historical loss experience for current economic conditions and judgments about the probable effects of economic conditions on certain customers. The Company cannot guarantee that the rate of future credit losses will be similar to past experience. The Company considers all available information when assessing each quarter the adequacy of the provision for allowances, claims and doubtful accounts.

Inventory valuation:    The Company’s inventories are valued at cost, which is not in excess of market. Inventory costs reflect metal and in-bound freight purchase costs, third-party processing costs and internal direct and allocated indirect processing costs. Cost is primarily determined by the last-in, first-out (“LIFO”) method. The Company regularly reviews inventory on hand and records provisions for obsolete and slow-moving inventory based on historical and current sales trends. Changes in product demand and the Company’s customer base may affect the value of inventory on hand which may require higher provisions for obsolete inventory. The Company changed its method of accounting for certain inventories effective January 1, 2005. (See “NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Note 3: Inventories” under Item 8 for further details).

Deferred tax asset:    The Company records operating loss and tax credit carryforwards and the estimated effect of temporary differences between the tax basis of assets and liabilities and the reported amounts in the Consolidated Balance Sheet. The Company follows detailed guidelines in each tax jurisdiction when reviewing tax assets recorded on the balance sheet and provides for valuation allowances as required. Deferred tax assets are reviewed for recoverability based on historical taxable income, the expected reversals of existing temporary differences, tax planning strategies and, most importantly, on forecasts of future taxable income. The forecasts of future taxable income require assumptions regarding volume, selling prices, margins, expense levels and industry cyclicality. If the Company is unable to generate sufficient future taxable income in certain tax jurisdictions, the Company will be required to record additional valuation allowances against the Company’s deferred tax assets. At December 31, 2005, as a result of its analysis, the Company has a valuation reserve of $1 million. (See “NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Note 11: Income Taxes” under Item 8 for further details).

Goodwill:    The Company reviews the carrying value of goodwill annually utilizing a discounted cash flow model. Changes in estimates of future cash flows caused by changes in market conditions or unforeseen events could negatively affect the fair value of reporting unit fair values and result in an impairment charge. The Company cannot predict the occurrence of events that might adversely affect the reported value of goodwill. (See “NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Note 12: Goodwill” under Item 8 for further details).

Pension and postretirement benefit plan assumptions:    The Company sponsors various benefit plans covering a substantial portion of its employees for pension and postretirement medical costs. Statistical methods are used to anticipate future events when calculating expenses and liabilities related to the plans. The statistical methods include assumptions about, among other things, the discount rate, expected return on plan assets, rate of increase of health care costs and the rate of future compensation increases. The Company’s actuarial consultants also use subjective factors such as withdrawal and mortality rates when estimating expenses and liabilities. The discount rate used for U.S. plans reflects the market rate for high-quality fixed-income investments on the Company’s annual measurement date (September 30) and is subject to change each year. The discount rate was determined by matching, on an approximate basis, the coupons and maturities for a portfolio of corporate bonds (rated Aa or better by Moody’s Investor Services or AA or better by Standard and Poor’s) to the expected plan benefit payments defined by the projected benefit obligation. The discount rates used for plans outside the U.S. are based on a combination of relevant indices regarding corporate and government securities, the duration of the liability and appropriate judgment. The assumptions used in the actuarial calculation of expenses and liabilities

38

may differ materially from actual results due to changing market and economic conditions, higher or lower withdrawal rates or longer or shorter life spans of participants. These differences may result in a significant impact on the amount of pension or postretirement benefit expense the Company may record in the future. For example, a 0.25 percentage point decrease in the discount rate (from 5.75 percent to 5.50 percent) would have increased 2005 annual pension expense by $0.9 million. Also, a 0.25 percentage point decrease in the expected rate of return on plan assets (from 8.75 percent to 8.5 percent) would have increased 2005 annual pension expense by $1.2 million. For postretirement benefits, a one percent increase in the health care trend rate (from 10 percent in 2005 grading down to 5 percent in 2011 to 11 percent in 2005 grading down to 6 percent in 2011) would have increased 2005 postretirement benefit expense by $0.9 million. (See “NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Note 9: Retirement Benefits” under Item 8 for further details).

Legal contingencies:    The Company is involved in a number of legal and regulatory matters including those discussed in “NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Note 17: Commitments and Contingencies” under Item 8. As required by SFAS No. 5, “Accounting for Contingencies,” the Company determines whether an estimated loss from a loss contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. The Company analyzes its legal matters based on available information to assess potential liability. The Company consults with outside counsel involved in our legal matters when analyzing potential outcomes. The amount of liability, if any, for legal claims and actions at December 31, 2005 is not determinable but, in the opinion of management, such liability, if any, will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.

Recent Accounting Pronouncements

SFAS 123R

In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 123R, “Share-Based Payments,” (SFAS 123R), which replaces SFAS No. 123, “Accounting for Stock-Based Compensation” and supersedes Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees” (APB 25). SFAS 123R requires the cost of employee services received in exchange for an award of equity instruments to be based upon the grant-date fair value of the award (with limited exceptions). Additionally, this cost is to be recognized as expense over the period during which an employee is required to provide services in exchange for the award (usually the vesting period). SFAS 123R eliminates APB 25’s intrinsic value method which the Company has historically used to account for stock option grants.

In March 2005, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 107 (SAB 107) which summarizes the views of the SEC staff regarding the interaction between SFAS 123R and certain SEC rules and regulations. SAB 107 provides guidance on several topics including: valuation methods, the classification of compensation expense, capitalization of compensation cost related to share-based payment arrangements, the accounting for income tax effects of share-based payment arrangements, and disclosures in Management’s Discussion and Analysis of Financial Condition and Results of Operations subsequent to adoption of SFAS 123R.

In April 2005, the SEC issued FR-74, “Amendment to Rule 4-01(a) of Regulation S-X Regarding the Compliance Date for Statement of Financial Accounting Standards No. 123 (Revised 2004), SHARE-BASED PAYMENT” (FR-74). FR-74 allows companies to implement SFAS 123R at the beginning of their next fiscal year (January 1, 2006 for the Company), instead of the next reporting period that begins after June 15, 2005. FR-74 does not change the accounting required by SFAS 123R; it only changes the required implementation date of the standard.

The Company has not yet determined the full impact of implementing SFAS 123R, but it is not expected to have a material impact on the Company’s financial position, results of operations or cash flows because the Company ceased granting stock options in 2003. The Company plans to implement SFAS 123R as of January 1, 2006 using the modified prospective transition method.

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SFAS 151

In November 2004, the FASB issued SFAS No. 151, “Inventory Costs,” (SFAS 151) an amendment of ARB No. 43, which is the result of its efforts to converge U.S. accounting standards for inventories with International Accounting Standards. SFAS 151 requires idle facility expenses, freight, handling costs and wasted material costs to be recognized as current-period charges. It also requires that the allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. SFAS 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005 and will be adopted by the Company beginning January 1, 2006. The adoption of SFAS 151 will not have a material impact on the Company’s consolidated financial statements.

SFAS 154

In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections,” (SFAS 154). This statement replaces APB Opinion No. 20, “Accounting Changes,” and FASB Statement No. 3, “Reporting Accounting Changes in Interim Financial Statements.” SFAS 154 changes the requirements for the accounting for and reporting of a change in accounting principle. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005.

SFAS 155

In February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Instruments,” (SFAS 155), which amends SFAS 133 and 140. SFAS 155 allows financial instruments that have embedded derivatives to be accounted for as a whole if the holder elects to account for the whole instrument on a fair value basis. The standard also provides guidance on other hybrid instrument accounting issues. SFAS 155 is effective for fiscal years beginning after September 15, 2006. The Company is currently evaluating the impact of SFAS 155, but does not believe it will have a material impact on the Company’s consolidated financial statements.

Other Matters

Mexico

In the third quarter of 2003, the Company and G. Collado S.A. de C.V. formed Coryer, a joint venture that will enable the Company to expand service capability in Mexico. The Company invested $3.4 million in the joint venture for a 49 percent equity interest. In the first quarter of 2004, the Company contributed $2.0 million to increase its equity investment in Coryer. After equal contributions from both joint venture partners, the Company’s ownership percentage remained unchanged. The Company also loaned $0.7 million to the joint venture in the first quarter of 2004, with repayment due in 2006, an additional $1.5 million in the second quarter of 2004 and an additional $1.0 million in the third quarter of 2004. In the third quarter of 2004, Coryer repaid $2.0 million of its outstanding loan due to the Company. Ryerson has guaranteed the borrowings of Coryer under Coryer’s credit facility. At December 31, 2005, the amount of the guaranty was $4.4 million.

India

In the third quarter of 2005, the Company contributed $0.7 million to increase its equity investment in Tata Ryerson Limited. In the fourth quarter of 2004, the Company contributed $1.5 million to increase its equity investment in Tata Ryerson Limited. These contributions matched contributions from the Company’s joint venture partner and allowed the Company to maintain its 50 percent ownership percentage in Tata Ryerson Limited.

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Outlook

After a period of very weak demand and pricing from 2000-2003 that had resulted from weakness in the manufacturing sector, the Company has experienced stronger demand and pricing for its product in 2004 and 2005 as the manufacturing sector rebounded. Overall, heading into 2006, business conditions remain favorable but with a general expectation of continuing pricing moderation as has been occurring since early 2005. However, domestic metals pricing remains difficult to predict due to its commodity nature and the extent to which prices are affected by interest rates, foreign exchange rates, energy prices, international supply/demand imbalances, and other factors. The Company is unable to predict the duration of the current upturn in the domestic economic cycle.

The Company’s pension plan currently meets the minimum funding requirements under the Employee Retirement Income Security Act (ERISA). As reflected in “NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Note 9: Retirement Benefits,” pension liabilities exceeded trust assets by $130 million at year-end 2005. Although the Company does not expect to have any ERISA-required pension plan contributions during 2006, the Company may elect to make voluntary contributions to improve the plan’s funded status. In the event that asset returns do not improve or pension liabilities increase due to lower discount rates, the Company could have sizeable future pension contribution requirements beginning as soon as 2007 for the Ryerson Pension Plan. The Company is unable to determine the amount or timing of any such contributions required by ERISA or whether any such contributions would have a material adverse effect on the Company’s financial position, results of operations or cash flow.

The Company believes that cash flow from operations and proceeds from the Credit Facility will provide sufficient funds to meet the Company’s contractual obligations and operating requirements. The Company anticipates that the Credit Facility will be used to provide funds to redeem the Company’s $100 million 2006 Notes which mature on July 15, 2006. The Company believes that new public or private debt or equity financing is a potential future source of funding. In the event the Company were to seek such debt financing, the ability to complete any future financing and the amount, terms and cost of any such future financing would be subject to debt market conditions at that time.

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Pro Forma Results Reconciliation

The data below reflects pro forma data that will assist in understanding trends in the Company’s business for the factors that management considers critical to assessing the Company’s operating and financial performance. The unaudited pro forma 2004 data presented below reflects the Company’s acquisitions of J&F and Integris Metals, the terms of its amended and restated credit agreement dated January 4, 2005 and its 2004 issuances of $175 million Convertible Senior Notes due 2024 and of $150 million of Senior Notes due 2011, as if all such events had occurred on January 1, 2004.

The following table presents the pro forma adjustments made to the Company’s historical consolidated statement of operations for the year ended December 31, 2004 to arrive at the 2004 pro forma amounts (see pages 29-30 for comparison of 2004 pro forma data to 2005 results):

Condensed Consolidating Statement of Operations (Unaudited)

Year Ended December 31, 2004

(in millions, except per share data)

	The Company			J&F (A)			J&F pro forma adjustments (C)			Debt offerings pro forma adjustments (C)			Integris (B)			Integris pro forma adjustments (C)			Pro forma
	(restated)																		(restated)
Net sales	$	3,302.0		$	103.3		$	—		$	—		$	2,003.7		$	—		$	5,409.0
Cost of materials sold		2,810.8			89.5			—	(1)		—			1,637.9			0.4	(8)		4,538.6
Gross profit		491.2			13.8			—			—			365.8			(0.4	)		870.4
Warehousing and delivery		175.2			2.4			—			—			—			119.0	(8)(9)		296.6
Selling, general and administrative		218.3			5.6			—			—			260.8			(116.7	)(9)(10)(11)		368.0
Restructuring and plant closure costs		3.6			—			—			—			1.6			—			5.2
Gain on sale of assets		(5.6	)		(2.4	)		—			—			—			—			(8.0	)
Operating profit (loss)		99.7			8.2			—			—			103.4			(2.7	)		208.6
Other revenue and expense, net		0.3			—			—			—			(0.7	)		—			(0.4	)
Interest and other expense on debt		(24.0	)		(0.5	)		(1.0	)(2)		(6.8	)(4)(6)		(10.6	)		(19.0	)(12)		(61.9	)
Income (loss) before income taxes		76.0			7.7			(1.0	)		(6.8	)		92.1			(21.7	)		146.3
Provision (benefit) for income taxes		27.0			3.1			(0.4	)(3)		(2.7	)(5)(7)		32.2			(7.5	)(13)		51.7
Income (loss) from continuing operations	$	49.0		$	4.6		$	(0.6	)	$	(4.1	)	$	59.9		$	(14.2	)	$	94.6
Income from continuing operations per share of common stock
Basic income per share	$	1.96																	$	3.79
Diluted income per share	$	1.91																	$	3.68

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Notes to unaudited pro forma condensed

consolidated financial statements

The following adjustments have been reflected in the unaudited pro forma condensed consolidated statements of operations:

A. To reflect the pre-acquisition results of operations of J&F Steel for the period presented. J&F Steel’s statement of operations for the period presented includes restructuring activities associated with the closure of a facility prior to acquisition of J&F Steel by us. Related to the restructuring is a $2.4 million gain on the sale of assets in the year ended December 31, 2004.

B. To reflect the results of operations of Integris for the period presented. Integris’ statement of operations for the period presented includes restructuring activities associated with employee reductions, changes to certain distribution operations and other merger related costs in connection with the integration of business processes and systems, which totaled $1.6 million in the year ended December 31, 2004.

C. To reflect the following adjustments for the impact of the acquisition of J&F Steel:

(1) To adjust depreciation expense to reflect the estimated fair value of property, plant and equipment at the date of acquisition;

(2) Estimated increase in interest expense related to increased borrowing to finance the acquisition. An increase of 0.125 percent in the interest rate would have increased interest expense by $0.1 million in the year ended December 31, 2004; and

(3) Estimated effect on income tax expense (benefit) resulting from above adjustments assuming our on-going effective tax rates.

To reflect the following adjustments for the impact of the issuance of the convertible notes:

(4) Estimated increase in interest expense, including amortization of the issuance cost of the convertible notes; and

(5) Estimated effect on income tax expense (benefit) resulting from above adjustment assuming our on-going effective tax rates.

To reflect the following adjustments for the impact of the issuance of the senior notes:

(6) Estimated increase in interest expense, including amortization of the issuance cost of the notes; and

(7) Estimated effect on income tax expense (benefit) resulting from above adjustment assuming our on-going effective tax rates.

To reflect the following adjustments for the impact of the acquisition of Integris:

(8) To increase depreciation and lease expense to reflect the estimated fair value of property, plant and equipment and leases at the date of acquisition.

(9) To reclassify balances to conform to our presentation;

(10) To increase amortization of intangible assets to reflect the estimated fair value of intangible assets at the date of acquisition.

(11) To adjust post-retirement benefit expense to reflect the estimated fair value of deferred employee benefits at the date of acquisition;

(12) Estimated increase in interest expense related to increased borrowing under the revolving credit facilities to finance the acquisition and additional amortization of deferred debt issuance costs under the revolving credit facilities and the bridge loan facility. An increase of 0.125 percent in the interest rate would have increased interest expense by $0.5 million in the year 2004; and

(13) Estimated effect on income tax expense (benefit) resulting from above adjustments assuming our on-going effective tax rates.

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ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value. The Company has pay fixed, receive floating interest rate swaps to effectively convert the interest rate from floating to fixed on $85.0 million of debt, through June 2006. These interest rate swaps had an asset value of approximately $1.1 million at December 31, 2005. The Company currently does not account for these interest rate swaps as hedges but rather marks these swaps to market with a corresponding offset to current earnings.

The Company is subject to exposure from fluctuations in foreign currencies. Foreign currency exchange contracts are used by the Company’s Canadian subsidiaries to hedge the variability in cash flows from the forecasted payment of currencies other than the functional currency. The Canadian subsidiaries’ foreign currency contracts were principally used to purchase U.S. dollars. The Company had foreign currency contracts with a U.S. dollar notional amount of $4.0 million outstanding at December 31, 2005, and a liability value of $44 thousand. The Company currently does not account for these contracts as hedges but rather marks these contracts to market with a corresponding offset to current earnings.

From time to time, the Company may enter into fixed price sales contracts with its customers for certain of its inventory components. The Company may enter into metal commodity futures and options contracts to reduce volatility in the price of these metals. The Company currently does not account for these contracts as hedges, but rather marks these contracts to market with a corresponding offset to current earnings. As of December 31, 2005 and 2004, there were no significant outstanding metals commodity futures or options contracts.

Cash equivalents are highly liquid, short-term investments with maturities of three months or less that are an integral part of the Company’s cash management portfolio. The carrying amount of cash equivalents approximates fair value because of the short maturity of those instruments. The estimated fair value of the Company’s long-term debt and the current portions thereof using quoted market prices of Company debt securities recently traded and market-based prices of similar securities for those securities not recently traded was $931 million at December 31, 2005 and $542 million at December 31, 2004, as compared with the carrying value of $877 million and $526 million at year-end 2005 and 2004, respectively. Approximately 48.5% and 80.8% of the Company’s debt was at fixed rates of interest at year-end 2005 and 2004, respectively. A one percent increase in interest rates on variable rate debt would have increased 2005 interest expense by approximately $7.5 million.

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Index to Consolidated Financial Statements

	Page
Financial Statements
Report of Independent Registered Public Accounting Firm	45-46
Consolidated Statements of Operations and Reinvested Earnings for the three years ended December 31, 2005	47
Consolidated Statement of Cash Flows for the three years ended December 31, 2005	48
Consolidated Balance Sheet at December 31, 2005 and 2004	49
Consolidated Statement of Comprehensive Income for the three years ended December 31, 2005	50
Schedule to Consolidated Financial Statements: Property, Plant and Equipment	50
Statement of Accounting and Financial Policies	51-54
Notes to Consolidated Financial Statements	51-90
Management’s Report on Internal Control Over Financial Reporting	96
Financial Statements Schedule
II—Valuation and Qualifying Accounts	95
All other schedules are omitted because they are not applicable. The required information is shown in the Financial Statements or Notes thereto.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

and Shareholders of Ryerson Inc.:

We have completed integrated audits of Ryerson Inc.’s 2005 and 2004 consolidated financial statements and of its internal control over financial reporting as of December 31, 2005, and an audit of its 2003 consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Our opinions, based on our audits, are presented below.

Consolidated financial statements and financial statement schedule

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Ryerson Inc. (formerly Ryerson Tull, Inc.) and its subsidiaries at December 31, 2005 and 2004, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2005 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying indexpresents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit of financial statements includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 2 to the consolidated financial statements, the Company has restated its 2004 and 2003 consolidated financial statements.

As discussed in Note 3 to the consolidated financial statements, the Company changed its method of accounting for certain inventories effective January 1, 2005.

Internal control over financial reporting

Also, we have audited management’s assessment, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A, that Ryerson Inc. did not maintain effective internal control over financial reporting as of December 31, 2005, because of the effect of the Company not maintaining effective controls over the completeness, accuracy, valuation and presentation of inventory and related cost of materials sold accounts, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express opinions on management’s assessment and on the effectiveness of the Company’s internal control over financial reporting based on our audit.

We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we consider necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

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A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The following material weakness as of December 31, 2005 has been identified and included in management’s assessment. The Company did not maintain effective controls over the completeness, accuracy, valuation and presentation of inventory and related cost of materials sold accounts. Specifically, the Company did not have controls designed and in place over the completeness, accuracy and valuation of inventory in accordance with generally accepted accounting principles and the presentation of processing costs within the Company’s consolidated statements of operations and reinvested earnings. Certain processing costs were classified as warehousing and delivery costs that should have been classified as cost of materials sold. Additionally, the Company did not maintain a sufficient complement of personnel with the appropriate skills, training and experience to ensure complete, accurate and timely evaluation of the selection, application and implementation of generally accepted accounting principles relative to inventory and related cost of materials sold. This control deficiency resulted in the restatement of the Company’s 2004 and 2003 annual consolidated financial statements, the interim consolidated financial statements for each of the 2004 quarters and for each of the first three 2005 quarters, as well as audit adjustments to the fourth quarter of 2005 consolidated financial statements. Additionally, this control deficiency could result in a misstatement of inventory and cost of materials sold that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected. Accordingly, management has determined that this control deficiency constitutes a material weakness. This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2005 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our opinion on those consolidated financial statements.

In our opinion, management’s assessment that Ryerson Inc. did not maintain effective internal control over financial reporting as of December 31, 2005, is fairly stated, in all material respects, based on criteria established in Internal Control—Integrated Framework issued by the COSO. Also, in our opinion, because of the effect of the material weakness described above on the achievement of the objectives of the control criteria, Ryerson Inc. has not maintained effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control—Integrated Framework issued by the COSO.

PricewaterhouseCoopers LLP

Chicago, Illinois

March 30, 2006

46

RYERSON INC. (formerly Ryerson Tull, Inc.) AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND REINVESTED EARNINGS

(In millions, except per share data)

	Year ended December 31,
	2005			2004			2003
				(restated)			(restated)
Net sales	$	5,780.5		$	3,302.0		$	2,189.4
Cost of materials sold		4,893.5			2,810.8			1,830.4
Gross profit		887.0			491.2			359.0
Warehousing and delivery		318.8			175.2			161.9
Selling, general and administrative		358.9			218.3			187.5
Restructuring and plant closure costs		4.0			3.6			6.2
Pension curtailment gain		(21.0	)		—			—
Gain on sale of assets		(6.6	)		(5.6	)		—
Operating profit		232.9			99.7			3.4
Other expense:
Other income and expense, net		3.7			0.3			0.1
Interest and other expense on debt		(76.0	)		(24.0	)		(18.8	)
Income (loss) before income taxes		160.6			76.0			(15.3	)
Provision (benefit) for income taxes		62.5			27.0			(1.7	)
Income (loss) from continuing operations		98.1			49.0			(13.6	)
Discontinued operations—Inland Steel Company
Gain on sale (net of tax provision of $3.7 in 2004)		—			7.0			—
Net income (loss)		98.1			56.0			(13.6	)
Dividend requirements for preferred stock		0.2			0.2			0.2
Net income (loss) applicable to common stock	$	97.9		$	55.8		$	(13.8	)
Earnings per share of common stock
Basic:
Income (loss) from continuing operations	$	3.88		$	1.96		$	(0.56	)
Inland Steel Company—gain on sale		—			0.28			—
Basic earnings (loss) per share	$	3.88		$	2.24		$	(0.56	)
Diluted:
Income (loss) from continuing operations	$	3.78		$	1.91		$	(0.56	)
Inland Steel Company—gain on sale		—			0.27			—
Diluted earnings (loss) per share	$	3.78		$	2.18		$	(0.56	)
Retained earnings at beginning of year	$	375.5		$	324.7		$	343.4
Net income (loss) for the year		98.1			56.0			(13.6	)
Dividends declared:
Common ($0.20 per share)		(5.0	)		(5.0	)		(4.9	)
Preferred ($2.40 per share)		(0.2	)		(0.2	)		(0.2	)
Retained earnings at end of year	$	468.4		$	375.5		$	324.7

See Notes to Consolidated Financial Statements.

47

RYERSON INC. (formerly Ryerson Tull, Inc.) AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(In millions)

	Year ended December 31
	2005			2004			2003
				(restated)			(restated)
Operating Activities:
Net income (loss)	$	98.1		$	56.0		$	(13.6	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		39.2			21.1			23.9
Deferred income taxes		25.2			(29.9	)		(2.5	)
Deferred employee benefit funding/cost		10.5			(15.3	)		(47.2	)
Restructuring and plant closure costs		1.4			3.4			2.3
Gain from sale of ISC, net of tax		—			(3.5	)		—
Pension curtailment gain		(21.0	)		—			—
Gain on sale of assets		(6.6	)		(5.6	)		—
Change in:
Receivables		98.4			(182.7	)		(29.3	)
Inventories		177.0			(131.6	)		15.2
Other assets and income tax receivable		(8.6	)		4.5			(1.0	)
Accounts payable		(43.6	)		59.5			42.0
Accrued liabilities		(11.7	)		11.5			(14.1	)
Accrued taxes payable		(39.2	)		41.1			9.3
Other items		2.4			1.5			2.4
Net adjustments		223.4			(226.0	)		1.0
Net cash provided by (used in) operating activities		321.5			(170.0	)		(12.6	)
Investing Activities:
Acquisitions, net of cash acquired (Note 18)		(410.1	)		(41.4	)		—
Capital expenditures		(32.6	)		(32.6	)		(19.4	)
Investment in joint venture		(0.7	)		(3.5	)		(3.4	)
Loan to joint venture		—			(3.2	)		—
Loan repayment from joint venture		—			2.0			—
Proceeds from sales of assets		25.3			21.6			5.0
Net cash used in investing activities		(418.1	)		(57.1	)		(17.8	)
Financing Activities:
Long-term debt issued		—			325.0			—
Repayment of debt assumed in acquisition (Note 18)		(234.0	)		(13.5	)		—
Proceeds from credit facility borrowings		1,535.7			506.0			355.0
Repayment of credit facility borrowings		(1,437.3	)		(551.0	)		(195.0	)
Net short-term proceeds/(repayments) under credit facility		252.1			(20.0	)		(114.0	)
Credit facility issuance costs		(10.1	)		(1.2	)		—
Bond issuance costs		(0.6	)		(8.9	)		—
Net increase/(decrease) in book overdrafts		1.2			(1.0	)		(9.4	)
Dividends paid		(5.2	)		(5.2	)		(5.1	)
Proceeds from exercise of common stock options		3.8			1.6			—
Net cash provided by financing activities		105.6			231.8			31.5
Net increase in cash and cash equivalents		9.0			4.7			1.1
Cash and cash equivalents—beginning of year		18.4			13.7			12.6
Cash and cash equivalents—end of year	$	27.4		$	18.4		$	13.7
Supplemental Disclosures
Cash paid (received) during the year for:
Interest	$	67.0		$	20.6		$	17.3
Income taxes, net		82.8			13.1			(12.1	)

See Notes to Consolidated Financial Statements.

48

RYERSON INC. (formerly Ryerson Tull, Inc.) AND SUBSIDIARY COMPANIES

CONSOLIDATED BALANCE SHEETS

(In millions, except shares)

	At December 31
	2005			2004
				(restated)
Assets
Current assets:
Cash and cash equivalents	$	27.4		$	18.4
Restricted cash (Note 15)		0.6			0.8
Receivables less provision for allowances, claims and doubtful accounts of $21.0 and $14.0, respectively		610.3			465.4
Inventories (Note 3)		834.3			606.9
Prepaid expenses and other assets		19.8			2.6
Deferred income taxes (Note 11)		1.0			10.0
Total current assets		1,493.4			1,104.1
Investments and advances		22.3			18.0
Property, plant and equipment, at cost, less accumulated depreciation (see details at page 50)		398.4			239.3
Deferred income taxes (Note 11)		129.2			154.5
Intangible pension asset (Note 9)		7.9			9.0
Other intangibles (Note 13)		10.8			—
Goodwill (Note 12)		64.8			—
Deferred charges and other assets		24.2			15.9
Total assets	$	2,151.0		$	1,540.8
Liabilities
Current liabilities:
Accounts payable	$	276.7		$	222.3
Accrued liabilities:
Salaries, wages and commissions		49.4			31.9
Income and other taxes		6.5			52.6
Interest on debt		8.6			6.4
Terminated facilities costs (Note 10)		3.0			3.5
Other accrued liabilities		18.6			8.5
Short-term credit facility borrowings (Note 4)		252.1			—
Current portion of long-term debt (Note 4)		100.1			—
Total current liabilities		715.0			325.2
Long-term debt (Note 4)		525.0			526.2
Taxes and other credits		9.5			0.9
Deferred employee benefits (Note 9)		353.7			248.9
Total liabilities		1,603.2			1,101.2
Commitments and contingencies (Note 17)
Stockholders’ Equity
Preferred stock, $1.00 par value, 15,000,000 shares authorized for all series, aggregate liquidation value of $3.5 in 2005 and 2004 (Note 5)		0.1			0.1
Common stock, $1.00 par value; authorized—100,000,000 shares; issued—50,556,350 shares (Notes 5 through 7)		50.6			50.6
Capital in excess of par value (Note 5)		847.0			857.5
Retained earnings		468.4			375.5
Restricted stock awards		(0.8	)		(0.1	)
Treasury stock at cost—Common stock of 24,989,128 shares in 2005 and 25,539,305 shares in 2004 (Note 5)		(729.0	)		(746.2	)
Accumulated other comprehensive income (Note 5)		(88.5	)		(97.8	)
Total stockholders’ equity		547.8			439.6
Total liabilities and stockholders’ equity	$	2,151.0		$	1,540.8

See Notes to Consolidated Financial Statements.

49

RYERSON INC. (formerly Ryerson Tull, Inc.) AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)

(In millions)

	Year ended December 31
	2005		2004			2003
			(restated)			(restated)
Net income (loss)	$	98.1	$	56.0		$	(13.6	)
Other comprehensive income (loss):
Foreign currency translation adjustments		3.6		4.4			4.7
Minimum pension liability adjustment, net of tax provision of $2.9 in 2005, $2.8 benefit in 2004 and $5.1 benefit in 2003		5.7		(4.3	)		(8.5	)
Comprehensive income (loss)	$	107.4	$	56.1		$	(17.4	)

SCHEDULE TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions)

	At December 31
	2005		2004
Property, Plant and Equipment
Land and land improvements	$	51.7	$	26.5
Buildings and leasehold improvements		271.8		212.1
Machinery, equipment and other		437.6		369.6
Transportation equipment		3.4		2.3
Construction in progress		7.4		5.6
Total		771.9		616.1
Less: Accumulated depreciation		373.5		376.8
Net property, plant and equipment	$	398.4	$	239.3

See Notes to Consolidated Financial Statements.

50

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1:    Statement of Accounting and Financial Policies

Business Description and Basis of Presentation.    Ryerson Inc. (“Ryerson”), a Delaware corporation, formerly Ryerson Tull, Inc., is the sole stockholder of Joseph T. Ryerson & Son, Inc. (“JTR”), of Integris Metals, Ltd., a Canadian federal corporation (“IM Canada”) and of Ryerson Canada, Inc., an Ontario corporation (Ryerson Canada). Unless the context indicates otherwise, Ryerson, JTR, IM Canada and Ryerson Canada, together with their subsidiaries, are collectively referred to herein as the “Company”).

Effective January 1, 2006, Ryerson’s operating subsidiaries J. M. Tull Metals Company, Inc. (“Tull”), J&F Steel, LLC (“J&F”), and Integris Metals, Inc. and its U.S. subsidiaries (collectively, IM-US) merged into JTR.

The Company conducts its materials distribution operations in the United States through its operating subsidiary JTR; in Canada through IM Canada and Ryerson Canada; in Mexico through Coryer, S.A. de C.V., a joint venture with G. Collado S.A. de C.V.; and in India through Tata Ryerson Limited, a joint venture with the Tata Iron & Steel Corporation, an integrated steel manufacturer in India. The Company distributes and processes metals and other materials throughout the continental United States. The Company continues to report its results as one reportable operating segment with the acquisition of Integris Metals on January 4, 2005, because of the substantial geographic overlap in facilities and similar economic characteristics, customer bases, distribution methods, regulatory environment and products and processes among the Company’s operating subsidiaries.

Principles of Consolidation.    The Company consolidates entities in which it owns or controls more than 50% of the voting shares. All significant intercompany balances and transactions have been eliminated in consolidation. Additionally, variable interest entities that do not have sufficient equity investment to permit the entity to finance its activities without additional subordinated support from other parties or whose equity investors lack the characteristics of a controlling financial interest for which the Company is the primary beneficiary are included in the consolidated financial statements. There were no such variable entities that were required to be consolidated as of December 31, 2005 and 2004.

Equity Investments.    Investments in affiliates in which the Company’s ownership is 20% to 50% are accounted for by the equity method. Equity income is reported in “Cost of materials sold” in the Consolidated Statements of Operations and Reinvested Earnings. Equity income totaled $4.0 million in 2005, $2.4 million in 2004 and $1.2 million in 2003.

Use of Estimates.    The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and related notes to financial statements. Changes in such estimates may affect amounts reported in future periods.

Revenue Recognition.    Revenue is recognized in accordance with Staff Accounting Bulletin (SAB) No. 104, “Revenue Recognition.” Revenue is recognized upon shipment, which is substantially the same as recognizing revenue upon delivery to our customers given the proximity of our distribution sites to our customers.

Stock-Based Compensation.    Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards (SFAS) No. 123, “Accounting for Stock-Based Compensation” (SFAS 123) encourages, but does not require companies to record compensation cost for stock-based employee compensation plans at fair value. The Company has chosen to continue to account for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board Opinion (APB) No. 25, “Accounting for Stock Issued to Employees,” and related Interpretations. Accordingly, compensation cost for stock options is measured as the excess, if any, of the quoted market price of the Company’s stock at the date of the grant over the amount an

51

employee must pay to acquire the stock. Compensation cost for stock appreciation rights and performance equity units is recorded annually based on the quoted market price of the Company’s stock at the end of the period. The Company’s stock-based employee compensation plans are described more fully in Note 6.

The following table illustrates the effect on net income (loss) and earnings (loss) per share if the Company had applied the fair value recognition provisions of SFAS 123 to stock-based employee compensation for the years ended December 31, 2005, 2004 and 2003, respectively (in millions, except per share data):

	2005		2004		2003
			(restated)		(restated)
Net income (loss) applicable to common stock, as reported	$	97.9	$	55.8	$	(13.8	)
Deduct: Total stock-based employee compensation expense determined under fair value method for all stock option awards, net of related tax effects		0.6		0.7		1.5
Pro forma net income (loss) applicable to common stock	$	97.3	$	55.1	$	(15.3	)
Basic earnings (loss) per share—as reported	$	3.88	$	2.24	$	(0.56	)
Basic earnings (loss) per share—pro forma		3.86		2.19		(0.62	)
Diluted earnings (loss) per share—as reported		3.78		2.18		(0.56	)
Diluted earnings (loss) per share—pro forma		3.73		2.13		(0.62	)

There were no stock option grants in 2005.

Shipping and Handling Fees and Costs.    Shipping and handling fees billed to customers are classified in “Net Sales” in our Consolidated Statement of Operations and Reinvested Earnings. Shipping and handling costs, primarily distribution costs, are classified in “Warehousing and delivery” expense in our Consolidated Statement of Operations and Reinvested Earnings. These costs totaled $116.6 million in 2005, $70.8 million in 2004 and $59.3 million in 2003.

Benefits for Retired Employees.    The estimated cost of the Company’s defined benefit pension plan and its post-retirement medical benefits are determined annually after considering information provided by consulting actuaries. The cost of these benefits for retirees is accrued during their term of employment (see Note 9). Pensions are funded in accordance with the requirements of the Employee Retirement Income Security Act of 1974 into a trust established for the Ryerson Pension Plan. Costs for retired employee medical benefits are funded when claims are submitted. Certain salaried employees are covered by a defined contribution plan, for which the cost is expensed in the period earned.

Per Share Results.    Basic per share results are based on the weighted average number of common shares outstanding and take into account the dividend requirements of preferred stock. Diluted per share results reflect the dilutive effect of outstanding stock options, the further dilutive effect of the assumed conversion into common stock of the outstanding shares of convertible preferred stock, and the elimination of the related preferred stock dividends.

Cash Equivalents.    Cash equivalents reflected in the financial statements are highly liquid, short-term investments with original maturities of three months or less that are an integral part of the Company’s cash management portfolio. Checks issued in excess of funds on deposit at the bank represent “book” overdrafts and are reclassified to accounts payable. Amounts reclassified totaled $50.9 million and $22.3 million at December 31, 2005 and 2004, respectively.

Inventory Valuation.    Inventories are stated at the lower of cost or market value. We use the last-in, first-out (LIFO) method for valuing our domestic inventories. We use the weighted-average cost method for valuing our foreign inventories. See Note 3.

52

Property, Plant and Equipment.    Property, plant and equipment are depreciated, for financial reporting purposes, using the straight-line method over the estimated useful lives of the assets. The provision for depreciation is based on the estimated useful lives of the assets:

Land improvements	20 years
Buildings	45 years
Machinery and equipment	14.5 years
Furniture and fixtures	10 years
Transportation equipment	6 years

Expenditures for normal repairs and maintenance are charged against income in the period incurred.

Goodwill.    In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets,” goodwill is reviewed at least annually for impairment using a two-step approach. In the first step, the Company tests for impairment of goodwill by estimating the fair values of its reporting units using the present value of future cash flows approach, subject to a comparison for reasonableness to its market capitalization at the date of valuation. If the carrying amount exceeds the fair value, the second step of the goodwill impairment test is performed to measure the amount of the impairment loss, if any. In the second step the implied fair value of the goodwill is estimated as the fair value of the reporting unit used in the first step less the fair value of all other net tangible and intangible assets of the reporting unit. If the carrying amount of goodwill exceeds its implied fair market value, an impairment loss is recognized in an amount equal to that excess, not to exceed the carrying amount of the goodwill. In addition, goodwill of a reporting unit is tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value.

Long-lived Assets and Other Intangible Assets.    Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company estimates the future cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset, an impairment is recognized. Any related impairment loss is calculated based upon comparison of the fair value to the carrying value of the asset. Separate intangible assets that have finite useful lives are amortized over their useful lives. An impaired intangible asset would be written down to fair value, using the discounted cash flow method.

In 2004, the Company issued $175 million of 3.50% Convertible Senior Notes and $150 million of 8 ¹/4% Senior Notes (see Note 4). Deferred financing costs associated with the issuance are being amortized using the effective interest method. The 3.50% Convertible Senior Notes fees are being amortized over the five year period from the date of issuance to the first date that the Notes can be put back to the Company by the holders of the Notes (November 1, 2009). The 8 ¹/4% Senior Notes fees are being amortized until maturity at December 15, 2011.

Income Taxes.    The Company records operating loss and tax credit carryforwards and the estimated effect of temporary differences between the tax basis of assets and liabilities and the reported amounts in the Consolidated Balance Sheet. The Company follows detailed guidelines in each tax jurisdiction when reviewing tax assets recorded on the balance sheet and provides for valuation allowances as required.

Foreign Currency Translation.    The Company translates assets and liabilities of its foreign subsidiaries, where the functional currency is the local currency, into U.S. dollars at the current rate of exchange on the last day of the reporting period. Revenues and expenses are translated at the average monthly exchange rates prevailing during the year.

53

Recent Accounting Pronouncements.

In December 2004, the FASB issued SFAS 123R which replaces SFAS No. 123, “Accounting for Stock-Based Compensation” and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees” (APB 25). SFAS 123R requires the cost of employee services received in exchange for an award of equity instruments to be based upon the grant-date fair value of the award (with limited exceptions). Additionally, this cost is to be recognized as expense over the period during which an employee is required to provide services in exchange for the award (usually the vesting period). SFAS 123R eliminates APB 25’s intrinsic value method which the Company has historically used to account for stock option grants.

In March 2005, the Securities and Exchange Commission (SEC) issued SAB No. 107 (SAB 107) which summarizes the views of the SEC staff regarding the interaction between SFAS 123R and certain SEC rules and regulations. SAB 107 provides guidance on several topics including: valuation methods, the classification of compensation expense, capitalization of compensation cost related to share-based payment arrangements, the accounting for income tax effects of share-based payment arrangements, and disclosures in Management’s Discussion and Analysis subsequent to adoption of SFAS 123R.

In April 2005, the SEC issued FR-74, “Amendment to Rule 4-01(a) of Regulation S-X Regarding the Compliance Date for Statement of Financial Accounting Standards No. 123 (Revised 2004), SHARE-BASED PAYMENT” (FR-74). FR-74 allows companies to implement SFAS 123R at the beginning of their next fiscal year (January 1, 2006 for the Company), instead of the next reporting period that begins after June 15, 2005. FR-74 does not change the accounting required by SFAS 123R; it only changes the required implementation date of the standard.

The Company has not yet determined the full impact of implementing SFAS 123R, but it is not expected to have a material impact on the Company’s financial position, results of operations or cash flows because the Company ceased granting stock options in 2003. The Company plans to implement SFAS 123R as of January 1, 2006 using the modified prospective transition method.

In November 2004, the FASB issued SFAS No. 151, “Inventory Costs” (SFAS 151), an amendment of ARB No. 43, which is the result of its efforts to converge U.S. accounting standards for inventories with International Accounting Standards. SFAS 151 requires idle facility expenses, freight, handling costs and wasted material costs to be recognized as current-period charges. It also requires that the allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. SFAS 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005 and will be adopted by the Company beginning January 1, 2006. The adoption of SFAS 151 will not have a material impact on the Company’s consolidated financial statements.

In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections” (SFAS 154). This statement replaces APB Opinion No. 20, “Accounting Changes,” and FASB Statement No. 3, “Reporting Accounting Changes in Interim Financial Statements.” SFAS 154 changes the requirements for the accounting for and reporting of a change in accounting principle. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005.

In February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Instruments” (SFAS 155), which amends SFAS No. 133 and 140. SFAS 155 allows financial instruments that have embedded derivatives to be accounted for as a whole if the holder elects to account for the whole instrument on a fair value basis. The standard also provides guidance on other hybrid instrument accounting issues. SFAS 155 is effective for fiscal years beginning after September 15, 2006. The Company is currently evaluating the impact of SFAS 155, but does not believe it will have a material impact on the Company’s consolidated financial statements.

54

Note 2:    Restatement of Financial Statements

The following adjustments have been made to restate previously issued financial statements to correct the classification of metal processing costs, to properly record the impact of nickel surcharges on stainless steel inventory by one of our Canadian subsidiaries, to correct an out-of-period adjustment in our deferred tax liabilities and to record the impact of other immaterial miscellaneous adjustments.

Metal processing costs were previously misclassified as a warehousing and delivery expense and should have been reported as a cost of materials sold. The correction of the classification of metal processing costs results in the reduction of warehousing and delivery expense and an equal increase in the cost of materials sold of $74.9 million and $64.5 million for the years ended December 31, 2004 and 2003, respectively. There was no impact on net income related to the correction of the classification of metal processing costs.

One of our Canadian subsidiaries excluded nickel surcharges from the cost of stainless steel inventory. The restatement to correct the impact of nickel surcharges decreased cost of materials sold $3.0 million and $0.8 million for the years ended December 31, 2004 and 2003, respectively and increased inventory $6.3 million and $2.0 million at December 31, 2004 and 2003, respectively. This adjustment also increased income and other tax liability by $1.8 million and increased accumulated other comprehensive income by $1.3 million at December 31, 2004. The cumulative impact of the nickel surcharges prior to 2003 was an increase of $0.8 million ($1.2 million pretax) to retained earnings.

Other restatement adjustments were recorded for immaterial miscellaneous adjustments. These adjustments increase costs of materials sold $0.4 million and increase interest expense $0.2 million for the year ended December 31, 2004. These adjustments also decreased inventory by $0.4 million, decreased deferred charges and other assets by $0.2 million, increased deferred income tax asset by $0.1 million and decreased income and other tax liability by $0.1 million. An adjustment of $2.7 million was made to reduce deferred tax liabilities and increase retained earnings to correct deferred taxes related to an excess deferred tax credit arising from an acquisition prior to 2003. The aggregate impact of these immaterial miscellaneous adjustments reduced net income $0.4 million for the year ended December 31, 2004. There was no impact on net income for the year ended December 31, 2003.

The following table reconciles the impact of the restatement on net income and diluted earnings per share for the years ended December 31, 2004 and 2003 (in millions, except per share data):

	Year Ended December 31,
	2004			2003
Net income (loss) applicable to common stock, as previously reported	$	54.3		$	(14.3	)
Classification of metal processing costs		—			—
Nickel surcharges on stainless steel inventory purchases		3.0			0.8
Other restatement items		(0.6	)		—
		2.4			0.8
Income tax effects on above items		0.9			0.3
Adjustments to net income		1.5			0.5
Net income (loss) applicable to common stock, as restated	$	55.8		$	(13.8	)
Diluted earnings (loss) per share, as previously reported	$	2.11		$	(0.58	)
Adjustments		0.07			0.02
Diluted earnings (loss) per share, as restated	$	2.18		$	(0.56	)

The following is a summary of the impact of the restatement on the consolidated statements of operations for the years ended December 31, 2004 and 2003, the consolidated balance sheet at December 31, 2004 and the consolidated statements of cash flows for the years ended December 31, 2004 and 2003 (in millions, except per share data):

55

RYERSON INC. (formerly Ryerson Tull, Inc.) AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENT OF OPERATIONS AND REINVESTED EARNINGS

	(in millions, except per share data) Year ended December 31,
	2004									2003
	As previously reported			Restatement adjustment			As restated			As previously reported			Restatement adjustment			As restated
Net sales	$	3,302.0		$	—		$	3,302.0		$	2,189.4		$	—		$	2,189.4
Cost of materials sold		2,738.5			72.3			2,810.8			1,766.7			63.7			1,830.4
Gross profit		563.5			(72.3	)		491.2			422.7			(63.7	)		359.0
Warehousing and delivery		250.1			(74.9	)		175.2			226.4			(64.5	)		161.9
Selling, general and administrative		218.3			—			218.3			187.5			—			187.5
Restructuring and plant closure costs		3.6			—			3.6			6.2			—			6.2
Gain on sale of assets		(5.6	)		—			(5.6	)		—			—			—
Operating profit		97.1			2.6			99.7			2.6			0.8			3.4
Other expense:
Other income and expense, net		0.3			—			0.3			0.1			—			0.1
Interest and other expense on debt		(23.8	)		(0.2	)		(24.0	)		(18.8	)		—			(18.8	)
Income (loss) before income taxes		73.6			2.4			76.0			(16.1	)		0.8			(15.3	)
Provision (benefit) for income taxes		26.1			0.9			27.0			(2.0	)		0.3			(1.7	)
Income (loss) from continuing operations		47.5			1.5			49.0			(14.1	)		0.5			(13.6	)
Discontinued operations—Inland Steel Company
Gain on sale (net of tax provision of $3.7 in 2004)		7.0			—			7.0			—			—			—
Net income (loss)		54.5			1.5			56.0			(14.1	)		0.5			(13.6	)
Dividend requirements for preferred stock		0.2			—			0.2			0.2			—			0.2
Net income (loss) applicable to common stock	$	54.3		$	1.5		$	55.8		$	(14.3	)	$	0.5		$	(13.8	)
Earnings per share of common stock
Basic:
Income (loss) from continuing operations	$	1.90		$	0.06		$	1.96		$	(0.58	)	$	0.02		$	(0.56	)
Inland Steel Company—gain on sale		0.28			—			0.28			—			—			—
Basic earnings (loss) per share	$	2.18		$	0.06		$	2.24		$	(0.58	)	$	0.02		$	(0.56	)
Diluted:
Income (loss) from continuing operations	$	1.84		$	0.07		$	1.91		$	(0.58	)	$	0.02		$	(0.56	)
Inland Steel Company—gain on sale		0.27			—			0.27			—			—			—
Diluted earnings (loss) per share	$	2.11		$	0.07		$	2.18		$	(0.58	)	$	0.02		$	(0.56	)
Retained earnings at beginning of year	$	320.7		$	4.0		$	324.7		$	339.9		$	3.5		$	343.4
Net income (loss) for the year		54.5			1.5			56.0			(14.1	)		0.5			(13.6	)
Dividends declared:
Common ($0.20 per share)		(5.0	)		—			(5.0	)		(4.9	)		—			(4.9	)
Preferred ($2.40 per share)		(0.2	)		—			(0.2	)		(0.2	)		—			(0.2	)
Retained earnings at end of year	$	370.0		$	5.5		$	375.5		$	320.7		$	4.0		$	324.7

56

RYERSON INC. (formerly Ryerson Tull, Inc.) AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENT OF CASH FLOWS

	(in millions) Year ended December 31,
	2004									2003
	As previously reported			Restatement adjustment			As restated			As previously reported			Restatement adjustment			As restated
Operating Activities:
Net income (loss)	$	54.5		$	1.5		$	56.0		$	(14.1	)	$	0.5		$	(13.6	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		21.1			—			21.1			23.9			—			23.9
Deferred income taxes		(29.7	)		(0.2	)		(29.9	)		5.9			(8.4	)		(2.5	)
Deferred employee benefit funding/cost		(15.3	)		—			(15.3	)		(47.2	)		—			(47.2	)
Restructuring and plant closure costs		3.4			—			3.4			2.3			—			2.3
Gain from sale of ISC, net of tax		(3.5	)		—			(3.5	)		—			—			—
Gain from sale of assets		(5.6	)		—			(5.6	)		—			—			—
Change in:
Receivables		(182.7	)		—			(182.7	)		(29.3	)		—			(29.3	)
Inventories		(129.0	)		(2.6	)		(131.6	)		16.0			(0.8	)		15.2
Other assets and income tax receivable		3.4			1.1			4.5			(1.3	)		0.3			(1.0	)
Accounts payable		59.5			—			59.5			42.0			—			42.0
Other accrued liabilities		52.4			0.2			52.6			(13.2	)		8.4			(4.8	)
Other items		1.5			—			1.5			2.4			—			2.4
Net adjustments		(224.5	)		(1.5	)		(226.0	)		1.5			(0.5	)		1.0
Net cash used in operating activities		(170.0	)		—			(170.0	)		(12.6	)		—			(12.6	)
Investing Activities:
Acquisitions, net of cash acquired		(41.4	)		—			(41.4	)		—			—			—
Capital expenditures		(32.6	)		—			(32.6	)		(19.4	)		—			(19.4	)
Investment in joint venture		(3.5	)		—			(3.5	)		(3.4	)		—			(3.4	)
Loan to joint venture		(3.2	)		—			(3.2	)		—			—			—
Loan repayment from joint venture		2.0			—			2.0			—			—			—
Proceeds from sales of assets		21.6			—			21.6			5.0			—			5.0
Net cash used in investing activities		(57.1	)		—			(57.1	)		(17.8	)		—			(17.8	)
Financing Activities:
Long-term debt issued		325.0			—			325.0			—			—			—
Repayment of debt assumed in acquisition		(13.5	)		—			(13.5	)		—			—			—
Proceeds from credit facility borrowings		506.0			—			506.0			355.0			—			355.0
Repayment of credit facility borrowings		(551.0	)		—			(551.0	)		(195.0	)		—			(195.0	)
Net short-term proceeds/(repayments) under credit facility		(20.0	)		—			(20.0	)		(114.0	)		—			(114.0	)
Credit facility issuance costs		(1.2	)		—			(1.2	)		—			—			—
Bond issuance costs		(8.9	)		—			(8.9	)		—			—			—
Net increase/(decrease) in book overdrafts		(1.0	)		—			(1.0	)		(9.4	)		—			(9.4	)
Dividends paid		(5.2	)		—			(5.2	)		(5.1	)		—			(5.1	)
Proceeds from exercise of common stock options		1.6			—			1.6			—			—			—
Net cash provided by financing activities		231.8			—			231.8			31.5			—			31.5
Net increase (decrease) in cash and cash equivalents		4.7			—			4.7			1.1			—			1.1
Cash and cash equivalents—beginning of year		13.7			—			13.7			12.6			—			12.6
Cash and cash equivalents—end of year	$	18.4		$	—		$	18.4		$	13.7		$	—		$	13.7

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RYERSON INC. (formerly Ryerson Tull, Inc.) AND SUBSIDIARY COMPANIES

CONSOLIDATED BALANCE SHEET

	(in millions) At December 31, 2004
	As previously reported			Restatement adjustment			As restated
Assets
Current assets:
Cash and cash equivalents	$	18.4		$	—		$	18.4
Restricted cash		0.8			—			0.8
Receivables less provision for allowances, claims and doubtful accounts		465.4			—			465.4
Inventories		601.0			5.9			606.9
Prepaid expenses and other assets		2.6			—			2.6
Deferred income taxes		9.8			0.2			10.0
Total current assets		1,098.0			6.1			1,104.1
Investments and advances		18.0			—			18.0
Property plant and equipment, at cost, less accumulated depreciation		239.3			—			239.3
Deferred income taxes		151.9			2.6			154.5
Intangible pension asset		9.0			—			9.0
Deferred charges and other assets		16.1			(0.2	)		15.9
Total assets	$	1,532.3		$	8.5		$	1,540.8
Liabilities
Current liabilities:
Accounts payable	$	222.3		$	—		$	222.3
Accrued liabilities:
Salaries, wages and commissions		31.9			—			31.9
Income and other taxes		50.9			1.7			52.6
Interest on debt		6.4			—			6.4
Terminated facilities costs		3.5			—			3.5
Other accrued liabilities		8.5			—			8.5
Total current liabilities		323.5			1.7			325.2
Long-term debt		526.2			—			526.2
Taxes and other credits		0.9			—			0.9
Deferred employee benefits		248.9			—			248.9
Total liabilities		1,099.5			1.7			1,101.2
Commitments and contingencies
Stockholders’ Equity
Preferred stock		0.1			—			0.1
Common stock		50.6			—			50.6
Capital in excess of par value		857.5			—			857.5
Retained earnings		370.0			5.5			375.5
Restricted stock awards		(0.1	)		—			(0.1	)
Treasury stock at cost		(746.2	)		—			(746.2	)
Accumulated other comprehensive income		(99.1	)		1.3			(97.8	)
Total stockholders’ equity		432.8			6.8			439.6
Total liabilities and stockholders’ equity	$	1,532.3		$	8.5		$	1,540.8

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Note 3:    Inventories

Inventories were classified on December 31 as follows (in millions):

	2005		2004
			(restated)
In process and finished products	$	834.3	$	606.9

The difference between replacement cost and current cost of inventory as compared to the stated LIFO value was $273 million and $335 million at December 31, 2005 and 2004, respectively. Approximately 87% and 93% of inventories are accounted for under the LIFO method at December 31, 2005 and 2004, respectively. Non-LIFO inventories consist primarily of inventory at our foreign facilities using the weighted-average cost method.

In the fourth quarter of 2005, the Company changed its method of applying LIFO inventory costing for the domestic component of its inventory, effective January 1, 2005. The change reduced the number of pools and combined inventory items with similarities into three pools consistent with our significant product lines. The accounting change is also in line with the Company’s Integris integration plan and the January 1, 2006 merger of its U.S. operating subsidiaries into its Joseph T. Ryerson and Son, Inc. subsidiary. Management believes that the change in application of the LIFO method of valuing inventory is preferable because it results in a better matching of current costs with current revenues. The cumulative effect of this accounting change for the periods prior to January 1, 2005 is not determinable. Accordingly, such change has been accounted for prospectively from January 1, 2005. As required by SFAS No. 3, “Reporting Accounting Changes in Interim Financial Statements,” reported results for the first three quarters of fiscal 2005 will be restated to reflect the effect as of January 1, 2005. In addition, pro forma amounts prior to January 1, 2005 cannot be reasonably estimated and have not been disclosed.

Cost of material sold after the change in application of the LIFO inventory costing method was $9.6 million higher in 2005 than it would have been under the previous LIFO method. The impact of the change on net income for the year ended December 31, 2005 was an after-tax charge of $5.8 million, or $0.22 per share. The effect of the change was to decrease net income $0.2 million in the first quarter of 2005, $1.9 million in the second and third quarters of 2005 and $1.8 million in the fourth quarter of 2005. The effect of the change was to decrease diluted earnings per share $0.08 in the second and third quarters and $0.07 in the fourth quarter of 2005.

During 2005, inventory quantities were reduced. This reduction resulted in a liquidation of LIFO inventory quantities carried at lower costs prevailing in prior years as compared with the cost of 2005 purchases, the effect of which decreased cost of goods sold by approximately $13.1 million and increased net income by approximately $7.9 million or $0.30 per diluted share.

Note 4:    Long-Term Debt

Long-term debt consisted of the following at December 31 (in millions):

	2005		2004
Credit Facility	$	452.1	$	101.0
9 1/8% Notes due July 15, 2006		100.1		100.2
3.50% Convertible Senior Notes due 2024		175.0		175.0
8 1/4% Senior Notes due 2011		150.0		150.0
Total debt		877.2		526.2
Less:
Short-term credit facility borrowings		252.1		—
9 1/8% Notes due within one year		100.1		—
Total long-term debt	$	525.0	$	526.2

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Credit Facility

On January 4, 2005, the Company entered into an amendment and restatement of its existing $525 million revolving credit facility, and Integris Metals’ existing $350 million revolving credit facility, resulting in a new 5-year, $1.1 billion revolving credit facility (the “Credit Facility”). The amount of the Credit Facility may be increased by up to $200 million under certain circumstances.

Proceeds from the initial disbursement of $750 million under the Credit Facility were used (1) to finance the January 4, 2005 acquisition of Integris Metals, Inc., (2) to repay amounts outstanding under the pre-amended credit facilities and (3) for general corporate purposes. At January 4, 2005, the Company had $750 million outstanding funded borrowing, $28 million of letters of credit issued and $300 million available under the $1.1 billion revolving credit agreement. The Company paid $10.1 million in 2005 for fees associated with the amended revolving credit facility, which will be amortized over the term of the amended facility.

At December 31, 2005, the Company had $452 million outstanding funded borrowing under its revolving credit agreement, $31 million of letters of credit issued under the credit facility and $575 million available under the $1.1 billion revolving credit agreement, compared to $373 million available on December 31, 2004 under the then-existing $525 million credit facility. The weighted average interest rate on the borrowings under the revolving credit agreement was 6.4 percent and 5.2 percent at December 31, 2005 and 2004, respectively.

On December 20, 2005, the Company entered into an amendment effective January 1, 2006 (the “Amendment No. 1”) to the Credit Facility. The amendment extended the termination date of the Credit Facility for an additional year to January 4, 2011; reduced interest rates and fees on the Credit Facility as discussed below; eliminated the lenders right to request the pledge of the stock of certain of the Company’s subsidiaries; and provided further flexibility in the covenants and restrictions under the Credit Facility discussed below.

Amounts outstanding under the Credit Facility as amended bear interest, at the Company’s option, at a rate determined by reference to the base rate (the greater of the Federal Funds Rate plus 0.50% and JPMorgan Chase Bank’s prime rate) or a LIBOR rate or, for the Company’s Canadian subsidiaries that are borrowers, a rate determined by reference to the Canadian base rate (the greater of the Federal Funds Rate plus 0.50% and JP Morgan Chase Bank’s Toronto Branch’s reference rate for Canadian Dollar loans in Canada), the prime rate (the greater of the Canadian Dollar bankers’ acceptance rate plus 0.50% and JP Morgan Chase Bank’s Toronto Branch’s reference rate for Canadian Dollar loans in Canada) or an “acceptance fee” rate payable upon the sale of a bankers’ acceptance. The spread over the base rate is between 0.00% and 0.75% and the spread over the LIBOR rate and for bankers’ acceptances is between 1.00% and 1.75%, depending on the amount available to be borrowed. Overdue amounts and all amounts owed during the existence of a default bear interest at 2% above the rate otherwise applicable.

In addition to paying interest on outstanding principal, the Company (and certain of its subsidiaries that also are permitted to borrow under the facility) is required to pay a commitment fee of up to 0.375% of the daily average unused portion of the committed loans under the Credit Facility as amended (i.e., the difference between the commitment amount and the daily average balance of loans plus letter of credit liabilities).

Borrowings under the Credit Facility are secured by first-priority liens on all of the inventory, accounts receivable, lockbox accounts and the related assets (including proceeds) of the Company, other subsidiary borrowers and certain other U.S. and Canadian subsidiaries that act as guarantors.

In addition to funded borrowings under the Credit Facility, the transaction documents also provide collateral for certain letters of credit that the Company may obtain thereunder and for certain derivative obligations that are identified by the Company from time to time.

The Credit Facility permits stock repurchases, the payment of dividends and the prepayment/repurchase of the Company’s debt (including its 9 ¹/8% Notes due in 2006 (the “2006 Notes”), its 3.50% Convertible Senior Notes due 2024 and its 8 ¹/4% Senior Notes due 2011 (collectively, with the 2006 Notes, the “Bonds”)). Stock

60

repurchases, dividends and, with respect to the Bonds if not made from the proceeds of new debt or equity, prepayments/repurchases of the Company’s debt are subject to specific liquidity tests (the breach of which would result in the application of more stringent aggregate limits). In the most restrictive case, the Company (except from the proceeds of new debt or equity) is prohibited from prepaying/repurchasing any of the Bonds until the applicable maturity date and is limited to a maximum payment of $10 million in dividends on common stock (and $200,000 on preferred stock) in any fiscal year, a maximum of $5 million during any twelve month period for equity purchases relating to stock, options or similar rights issued in connection with an employee benefit plan and a maximum of $5 million in aggregate with respect to other stock purchases.

The Credit Facility also contains covenants that, among other things, limit the Company and its subsidiaries with respect to the incurrence of debt, the creation of liens, take or pay contracts, transactions with affiliates, mergers and consolidations, sales of assets and acquisitions. The Credit Facility also requires that, if availability under the Credit Facility declines to a certain level, the Company maintain a minimum fixed charge coverage ratio as of the end of each fiscal quarter and provides for a default upon (among other things) the occurrence of a change of control of the Company and a cross-default to other financing arrangements.

The lenders under the Credit Facility have the ability to reject a borrowing request if there has occurred any event, circumstance or development that has had or could reasonably be expected to have a material adverse effect on the Company.

If the Company, any of the other borrowers or any significant subsidiaries of the other borrowers becomes insolvent or commences bankruptcy proceedings, all amounts borrowed under the Credit Facility will become immediately due and payable.

Proceeds from credit facility borrowings and repayments of credit facility borrowings in the Consolidated Statement of Cash Flows represent borrowings under the Company’s revolving credit agreement with original maturities greater than three months. Net short-term proceeds/(repayments) under the credit facility represent borrowings under the Company’s revolving credit facility with original maturities less than three months.

$100 Million 9 ¹/8% Notes due 2006

At December 31, 2005, $100 million of the Company’s 9 ¹/8% Notes due July 15, 2006 (the “2006 Notes”) remain outstanding. Interest on the 2006 Notes is payable semi-annually. The indenture under which the 2006 Notes were issued in 1996 contains covenants limiting, among other things, the creation of certain types of secured indebtedness, sale and leaseback transactions, the repurchase of capital stock, transactions with affiliates and mergers, consolidations and certain sales of assets. In addition, the 2006 Notes restrict the payment of dividends if the Company’s Consolidated Net Worth does not exceed a minimum level. The 2006 Notes also include a cross-default provision in the event of a default in the revolving credit facility.

$175 Million 3.50% Convertible Senior Notes due 2024

At December 31, 2005, $175 million of the Company’s 3.50% Convertible Senior Notes due 2024 (the “2024 Notes”) remain outstanding. The 2024 Notes pay interest semi-annually and are fully and unconditionally guaranteed by Ryerson Procurement Corporation, one of the Company’s subsidiaries, on a senior unsecured basis and are convertible into the Company’s common stock at an initial conversion price of approximately $21.37 per share. The 2024 Notes mature on November 1, 2024.

Holders of the 2024 Notes have the right to require the Company to repurchase some or all of their 2024 Notes for cash at a repurchase price equal to 100% of the principal amount of the 2024 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but not including, the repurchase date, on November 1, 2009, November 1, 2014 and November 1, 2019, or following a fundamental change (as defined in the Indenture dated as of November 10, 2004 by and among Ryerson Inc. and Ryerson Procurement Corporation to The Bank of New York Trust Company, N.A., as Trustee, for the 3.50% Convertible Senior Notes due 2024 (the “2024 Notes Indenture”)) that occurs at any time prior to maturity of the 2024 Notes.

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The 2024 Notes are convertible into shares of the Company’s common stock on or prior to the trading day preceding the stated maturity, under the following circumstances: (1) during any calendar quarter (and only during such calendar quarter) commencing after December 31, 2004 and before January 1, 2020, if the last reported sale price of the Company’s common stock is greater than or equal to 125% of the conversion price for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter; (2) at any time on or after January 1, 2020, if the last reported sale price of the Company’s common stock on any date on or after December 31, 2019 is greater than or equal to 125% of the conversion price; (3) subject to certain limitations, during the five business day period after any five consecutive trading day period in which the trading price per note for each day of that period was less than 98% of the product of the conversion rate and the last reported sale price of the Company’s common stock; (4) if the Company calls the 2024 Notes for redemption; or (5) upon the occurrence of certain corporate transactions.

The 2024 Notes are convertible into the Company’s common stock at an initial conversion price of approximately $21.37 per share (equal to an initial conversion rate of 46.7880 shares per $1,000 principal amount) upon the occurrence of certain events. Article 15 of the Indenture dated as of November 10, 2004 by and among the Company and Ryerson Procurement Corporation to The Bank of New York Trust Company, N.A. as Trustee, for the 2024 Notes (the “2024 Notes Indenture”) provides for the conversion terms. The 2024 Notes Indenture provides that the conversion price will be adjusted downward (resulting in more shares of common stock being issued) if the Company (1) issues shares of common stock as a dividend or distribution on outstanding shares of common stock or effects a share split of its common stock, (2) issues to its holders of common stock short-term rights or warrants to subscribe for or purchase shares of common stock at a price per share less than current market value (subject to readjustment to the extent that such rights or warrants are not exercised prior to their expiration), (3) distributes shares of capital stock, evidences of indebtedness or other assets or property to its common stockholders, (4) makes any cash dividend or distribution to common stockholders in excess of $0.05 per share during any fiscal quarter or (5) makes a payment in respect of a tender offer or exchange offer for common stock at a price per share in excess of the then-current market price. Conversely, the conversion price will be adjusted upward to reflect any reverse stock split or share combination involving the common stock. Upon conversion, the Company will deliver cash equal to the lesser of the aggregate principal amount of the 2024 Notes being converted and the Company’s total conversion obligation (the market value of the common stock into which the 2024 Notes are convertible), and common stock in respect of the remainder.

$150 Million 8 ¹/4% Senior Notes due 2011

At December 31, 2005, $150 million of the Company’s 8 ¹/4% Senior Notes due 2011 (the “2011 Notes”) remain outstanding. The 2011 Notes pay interest semi-annually and are fully and unconditionally guaranteed by Ryerson Procurement Corporation, on a senior unsecured basis. The 2011 Notes mature on December 15, 2011. The 2011 Notes contain covenants that limit the Company’s ability to incur additional debt; issue redeemable stock and preferred stock; repurchase capital stock; make other restricted payments including, without limitation, paying dividends and making investments; redeem debt that is junior in right of payment to the 2011 Notes; create liens without securing the 2011 Notes; sell or otherwise dispose of assets, including capital stock of subsidiaries; enter into agreements that restrict the payment of dividends from subsidiaries; merge, consolidate and sell or otherwise dispose of substantially all of the Company’s assets; enter into sale/leaseback transactions; enter into transactions with affiliates; guarantee indebtedness; and enter into new lines of business. These covenants are subject to a number of exceptions and qualifications. If the 2011 Notes receive an investment grade rating from both Moody’s Investors Services Inc. and Standard & Poor’s Ratings Group, certain of these covenants would be suspended for so long as the 2011 Notes continued to be rated as investment grade. At December 31, 2005, the 2011 Notes did not have an investment grade rating.

Note 5:    Capital Stock and Accumulated Other Comprehensive Income

On December 31, 2005, 11,872,455 shares of common stock were reserved for issuance upon conversion of the Company’s $175 million of outstanding 3.50% Convertible Senior Notes due 2024, 3,927,401 shares of common stock remained reserved for issuance under the Company’s various stock plans and 79,968 shares were reserved for issuance upon conversion of shares of preferred stock.

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The Series A $2.40 Cumulative Convertible Preferred Stock, $1.00 par value per share (“Series A Preferred Stock”), is convertible into common stock at the rate of one share of common stock for each share of Series A Preferred Stock and is redeemable, at the Company’s option, at $44 per share plus any accrued and unpaid dividends. Each such share is entitled to one vote and generally votes together with holders of common stocks as one class. Dividends are paid quarterly and totaled $0.2 million in 2005, 2004 and 2003, respectively.

The following table details changes in capital accounts (in millions, except shares in thousands):

															Accumulated Other Comprehensive Income
	Common Stock			Treasury Stock					Preferred Stock Series A			Capital in Excess of Par Value			Foreign Currency Translation			Minimum Pension Liability
	Shares	Dollars		Shares		Dollars			Shares	Dollars		Dollars
															(restated)(1)
Balance at January 1, 2003	50,556	$	50.6	(25,742	)	$	(752.5	)	80	$	0.1		861.7		$	(2.3	)	$	(91.8	)
Acquisition of treasury stock	—		—	(2	)		—		—		—		—			—			—
Issued under stock-based compensation plans	—		—	14			0.5		—		—		(0.5	)		—			—
Foreign currency translation	—		—	—			—		—		—		—			4.7			—
Minimum pension liability (net of tax benefit of $5.1)	—		—	—			—		—		—		—			—			(8.5	)
Balance at December 31, 2003	50,556		50.6	(25,730	)		(752.0	)	80		0.1		861.2			2.4			(100.3	)
Acquisition of treasury stock	—		—	(3	)		—		—		—		—			—			—
Issued under stock-based compensation plans	—		—	194			5.8		—		—		(3.7	)		—			—
Foreign currency translation	—		—	—			—		—		—		—			4.4			—
Minimum pension liability (net of tax benefit of $2.8)	—		—	—			—		—		—		—			—			(4.3	)
Balance at December 31, 2004	50,556		50.6	(25,539	)		(746.2	)	80		0.1		857.5			6.8			(104.6	)
Acquisition of treasury stock	—		—	(3	)		—		—		—		—			—			—
Issued under stock-based compensation plans	—		—	553			17.2		—		—		(10.5	)		—			—
Foreign currency translation	—		—	—			—		—		—		—			3.6			—
Minimum pension liability (net of tax provision of $2.9)	—		—	—			—		—		—		—			—			5.7
Balance at December 31, 2005	50,556	$	50.6	(24,989	)	$	(729.0	)	80	$	0.1	$	847.0		$	10.4		$	(98.9	)

(1) Foreign currency translation amounts at January 1, 2003, December 31, 2003 and December 31, 2004 and for the two years ended December 31, 2004, have been restated to reflect the impact of the correction of nickel surcharges in Canada (see Note 2).

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Note 6:     Stock-Based Compensation

Company Plans

The 2002 Incentive Stock Plan, approved by stockholders on May 8, 2002, provides for the issuance, pursuant to options and other awards, of 2.5 million shares of common stock plus shares available for issuance under the 1999 and 1995 Incentive Stock Plans, to officers and other key employees. As of December 31, 2005, a total of 1,074,940 shares were available for future grants. Options remain outstanding and exercisable under the 1999 and 1995 Incentive Stock Plans; however, no further options may be granted under these plans. Under the various plans, the per share option exercise price may not be less than 100 percent of the fair market value per share on the date of grant. Generally, options become exercisable over a three-year period with one-third becoming fully exercisable at each annual anniversary of grant. Options expire ten years from the date of grant. The following summarizes the status of options under the plans for the periods indicated:

	Number of Shares		Option Exercise Price or Range Per Share		Weighted Average Exercise Price
Options (granted and unexercised) at December 31, 2002 (2,008,396 exercisable)	2,828,003		$	8.88–48.44	$	18.67
Granted	1,127,000			6.63		6.63
Exercised	—			—		—
Forfeited	(181,836	)		6.63–41.55		23.97
Expired	(38,550	)		26.13–35.16		34.61
Options (granted and unexercised) at December 31, 2003 (2,326,937 exercisable)	3,734,617			6.63–48.44		14.61
Granted	5,000			10.93		10.93
Exercised	(143,115	)		8.88–12.08		8.97
Forfeited	(27,840	)		8.88–41.55		30.04
Expired	(71,740	)		30.88–48.44		41.31
Options (granted and unexercised) at December 31, 2004 (2,759,442 exercisable)	3,496,922			6.63-38.35		14.17
Exercised	(471,038	)		6.63–23.05		8.13
Forfeited	(210,614	)		6.63–38.35		23.41
Expired	(51,375	)		28.50–38.35		37.37
Options (granted and unexercised) at December 31, 2005 (2,421,635 exercisable)	2,763,895		$	6.63–33.22	$	14.06

The following table summarizes information about fixed-price stock options outstanding at December 31, 2005:

Range of Exercise Prices	Options Outstanding				Options Exercisable
	Number of Shares	Weighted-Average Remaining Contractual Life	Weighted-Average Exercise Price		Number of Shares	Weighted-Average Exercise Price
$24.69 to 33.22	189,368	1/2 year	$	32.84	189,368	$	32.84
23.05	125,725	1 year		23.05	125,725		23.05
21.93 to 24.18	201,300	2 years		21.96	201,300		21.96
16.03 to 24.81	380,500	3 years		16.79	380,500		16.79
19.56	373,600	4 years		19.56	373,600		19.56
12.13	5,500	5 years		12.13	5,500		12.13
8.88	707,000	5 years		8.88	707,000		8.88
12.08	15,700	6 years		12.08	15,700		12.08
6.63	760,202	7 years		6.63	421,292		6.63
10.93	5,000	8 years		10.93	1,650		10.93

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Stock appreciation rights (“SARs”) may also be granted with respect to shares subject to outstanding options. No SAR has been granted since 1998 under the Company incentive stock plans. SAR compensation expense recorded by the Company was not material for any of the last three years.

The 2002 Plan also provides, as did the 1999 and 1995 Plans, for the granting of restricted stock and performance awards to officers and other key employees. During 2005, 740,000 shares were reserved for issuance under a performance award to executive officers with a four-year performance period. 1,581 performance shares were forfeited in 2005. Also in 2005, 71,540 shares of restricted stock were awarded, no shares vested, while 1,500 shares were forfeited. During 2004, 265,400 shares were reserved for issuance under a performance award to executive officers with a four-year performance period. No performance shares were forfeited in 2004. Also in 2004, no shares of restricted stock were issued, no shares vested, while 1,000 shares were forfeited. During 2003, no performance awards were granted and none were forfeited. Also during 2003, no shares of restricted stock were issued, 12,495 shares of previously granted restricted stock vested, while 2,000 shares were forfeited.

At December 31, 2005, there were 86,040 shares of restricted stock awarded, but not vested, and no shares from performance awards earned, but not issued. At December 31, 2004, there were 16,000 shares of restricted stock issued, but not vested, and no shares from performance awards earned, but not issued.

Directors’ Compensation Plan

Under our Directors’ Compensation Plan, our non-employee directors receive an annual base fee of $120,000 consisting of $60,000 in stock and $60,000 in cash. The non-employee directors can choose to receive all or any part of the $60,000 cash portion in whole shares of our common stock. We also pay non-employee directors $1,500 for attending a special Board meeting and $1,500 for attending a special committee meeting that is not held in connection with a regular or special Board meeting. The Chairs of the Compensation Committee and of the Nominating and Governance Committee receive an additional annual fee of $6,000; the Audit Committee Chair receives an additional fee of $10,000 per year. No fees are paid for membership on the Executive Committee. Non-employee directors are reimbursed for actual expenses incurred for attending meetings. The Chairman of the Board is not paid any of these base fees or special fees and receives no extra pay for serving as a director.

We pay the cash portion of the annual fee quarterly, prorating the quarterly payment if a director serves for part of a quarter. We pay the stock portion as restricted stock issued at the beginning of the director’s term, with a prorata portion of those shares vesting at the end of each calendar quarter. The non-employee directors receive the same cash dividends on the restricted stock as do stockholders of our common stock. If a director leaves the Board early, he or she forfeits any shares that are still restricted and have not yet vested.

The non-employee directors can choose to defer payment of all or any portion of their fees into Ryerson stock equivalents with dividend equivalents or into a deferred cash account that earns interest at the prime rate in effect at JPMorgan Chase & Co. (or its successor). We pay the deferred amounts in from one to ten installments after the director leaves the Board.

Prior to the 2004-2005 director term, we paid a portion of the annual base fee in stock options awarded to each non-employee director.

Each annual stock option has a value determined by the Nominating and Governance Committee of the Board of Directors, historically set at $20,000 (based on the Black-Scholes option

pricing model), and an exercise price equal to the fair market value of the Company’s common stock on the date of grant. Individuals who became non-employee directors other than at an annual meeting were at the time of

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their election or appointment as a non-employee director awarded stock options for shares having a value prorated to reflect a partial year’s service. The options awarded under the Directors’ Compensation Plan were not exercisable prior to the day after the six-month anniversary of the grant date and expire no later than 10 years after the date of grant. A total of 88,565 shares of the Company’s common stock are available for grant under the Directors’ Compensation Plan.

On January 28, 2004, one newly elected director was granted an option award for 800 shares at an option price of $10.93 per share. The award was prorated to reflect the director’s partial year of service during the 2003-04 director term. All of the options granted in 2004 have vested. During 2005, none of the 2004 options awarded were exercised.

On April 16, 2003, seven directors were granted options for a total of 35,700 shares at an option price of $6.43 per share. All of the options granted in 2003 have vested. During 2005 and 2004, options for 5,100 and 10,200 shares were exercised, respectively.

On May 8, 2002, seven directors were granted options for a total of 30,170 shares at an option price of $11.21 per share. All of the options granted in 2002 have vested. During 2004, options for 8,620 shares were exercised. On April 18, 2001, seven directors were granted options for a total of 31,990 shares at an option price of $10.48 per share. All of the options granted in 2001 have vested. During 2004, options for 9,140 shares were exercised. On April 27, 2000, seven directors were granted a total of 26,180 shares at an option price of $12.13. All of the options granted in 2000 have vested. During 2004, options for 7,480 shares were exercised.

Note 7:    Stockholder Rights Plan

Pursuant to a stockholder rights plan, on November 25, 1997, the Company’s Board of Directors declared a dividend distribution, payable to stockholders of record on December 17, 1997, of one preferred stock purchase right (a “Right”) for each outstanding share of the Company’s common stock. The Rights will expire December 17, 2007. On September 22, 1999, the stockholder rights plan was amended. Under this amended Plan, the Rights will separate from the common stock and a distribution will occur upon the earlier of (i) ten days following an announcement that a person or group has acquired beneficial ownership of 10 percent or more of the outstanding common stock or the date a person enters an agreement providing for certain acquisition transactions or (ii) ten business days following publication of a tender or exchange offer that would result in any person or group beneficially owning 10 percent or more of the common stock (or a later date as the Board determines).

In the event that any person or group acquires 10 percent or more of the outstanding shares of common stock, each Right will entitle the holder, other than such acquiring person or group, to purchase that number of shares of common stock of the Company having a market value of twice the exercise price of the Right. At any time thereafter if the Company consummates certain business combination transactions or sells substantially all of its assets, each Right will entitle the holder, other than the person or group acquiring 10 percent or more of the outstanding shares of common stock, to purchase that number of shares of the surviving company stock which at the time of the transaction would have a market value of twice the exercise price of the Right. The preceding sentences will not apply to (i) persons who acquire common stock pursuant to an offer for all outstanding shares of common stock which the independent directors determine to be fair to and otherwise in the best interest of the Company and its stockholders after receiving advice from one or more investment banking firms and (ii) certain persons owning less than 15 percent of the outstanding common stock who report their ownership on Schedule 13G under the Securities Exchange Act of 1934 or on Schedule 13D under the Exchange Act, provided that they do not state any intention to or reserve the right to control or influence the Company and such persons certify that they acquired their shares inadvertently and will not acquire any additional shares of common stock.

The Rights will not have voting rights and, subject to certain exceptions, will be redeemable at the option of the Company at a price of one cent per Right (subject to adjustments) at any time prior to the close of business on

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the fifteenth day following public announcement that a person or group has acquired beneficial ownership of 10 percent or more of the outstanding common stock or the date a person enters an agreement providing for certain acquisition transactions. Any Rights held by a person triggering a distribution date will become null and void. The Board may exchange all or part of the Rights, except for those acquired by the person or group acquiring 10 percent or more of the outstanding shares of common stock, for shares of common or preferred stock of the Company. Until a Right is exercised, the holder will have no rights as a stockholder. While the distribution of the Rights will not be taxable to stockholders or the Company, stockholders may recognize taxable income if the rights become exercisable.

Note 8:    Derivatives and Fair Value of Financial Instruments

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value.

Derivatives

The Company has pay fixed, receive floating interest rate swaps to effectively convert the interest rate from floating to fixed on $85.0 million of debt, through June 2006. These interest rate swaps had an asset value of approximately $1.1 million at December 31, 2005. The Company currently does not account for these interest rate swaps as hedges but rather marks these swaps to market with a corresponding offset to current earnings.

The Company is subject to exposure from fluctuations in foreign currencies. Foreign currency exchange contracts are used by the Company’s Canadian subsidiaries to hedge the variability in cash flows from the forecasted payment of currencies other than the functional currency. The Canadian subsidiaries’ foreign currency contracts were principally used to purchase U.S. dollars. The Company had foreign currency contracts with a U.S. dollar notional amount of $4.0 million outstanding at December 31, 2005, and a liability value of $44 thousand. The Company currently does not account for these contracts as hedges but rather marks these contracts to market with a corresponding offset to current earnings.

From time to time, the Company may enter into fixed price sales contracts with its customers for certain of its inventory components. The Company may enter into metal commodity futures and options contracts to reduce volatility in the price of these metals. The Company currently does not account for these contracts as hedges, but rather marks these contracts to market with a corresponding offset to current earnings. As of December 31, 2005 and 2004, there were no significant outstanding metals commodity futures or options contracts.

Cash and Cash Equivalents

The carrying amount of cash equivalents approximates fair value because of the short maturity of those instruments.

Long-Term Debt

The estimated fair value of the Company’s long-term debt and the current portions thereof using quoted market prices of Company debt securities recently traded and market-based prices of similar securities for those securities not recently traded was $931 million at December 31, 2005 and $542 million at December 31, 2004, as compared with the carrying value of $877 million and $526 million at year-end 2005 and 2004, respectively.

Note 9:    Retirement Benefits

Prior to January 1, 1998, the Company’s non-contributory defined benefit pension plan covered certain employees, retirees and their beneficiaries. Benefits provided to participants of the plan were based on pay and

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years of service for salaried employees and years of service and a fixed rate or a rate determined by job grade for all wage employees, including employees under collective bargaining agreements.

Effective January 1, 1998, the Company froze the benefits accrued under its defined benefit pension plan for certain salaried employees, and instituted a defined contribution plan. Effective March 31, 2000, benefits for certain salaried employees of J. M. Tull Metals Company and AFCO Metals were similarly frozen, with the employees becoming participants in the Company’s defined contribution plan. Salaried employees who vested in their benefits accrued under the defined benefit plan at December 31, 1997, and March 31, 2000, are entitled to those benefits upon retirement. Certain transition rules have been established for those salaried employees meeting specified age and service requirements. For 2005, 2004 and 2003, expense recognized for such defined contribution plan was $8.9 million, $6.6 million and $3.6 million, respectively.

As part of the acquisition of Integris Metals on January 4, 2005, the Company assumed various defined benefit pension plan obligations and assets and post-retirement benefit obligations other than pensions for certain Integris Metals employees in both the U.S. and Canada. During the third quarter of 2005, the Company adopted a change to freeze the benefits accrued under the Integris Non-Union Pension Plan, a defined benefit pension plan, for certain salaried and wage employees of Integris Metals as of December 31, 2005, and instituted a defined contribution plan effective January 1, 2006. As a result of this action, the Company recognized a pension curtailment gain of $21.0 million in the third quarter of 2005 in accordance with FASB Statement No. 88, “Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits.”

The Company has other deferred employee benefit plans, including supplemental pension plans, the liability for which totaled $13.3 million at December 31, 2005 and $4.8 million at December 31, 2004.

The tables included below provide reconciliations of benefit obligations and fair value of plan assets of the Company plans as well as the funded status and components of net periodic benefit costs for each period related to each plan. The Company uses a September 30 measurement date to determine the pension and other postretirement benefit information. A discount rate of 5.75% was used to calculate the net periodic benefit cost for Integris Metals’ U.S. pension plans as of January 4, 2005, the date of the acquisition. The assumptions used to determine the information below related to Pension Benefits for U.S. plans were as follows:

	2005		2004		2003
Discount rate for calculating obligations	5.70	%	6.00	%	6.25	%
Discount rate for calculating net periodic benefit cost	6.00		6.25		6.75
Expected rate of return on plan assets	8.75		8.75		8.75
Rate of compensation increase	4.00		4.00		4.00

The expected rate of return on U.S. plan assets is 8.75% for 2006.

The assumptions used to determine the information below related to Other Postretirement Benefits, primarily health care, for U.S. plans were as follows:

	2005	2004		2003
Discount rate for calculating obligations	5.55%	5.75	%	6.00	%
Discount rate for calculating net periodic benefit cost	5.75	6.00		6.75
Rate of compensation increase	4.00	4.00		4.00

The assumptions used to determine the information below related to Pension Benefits for Canadian plans were as follows:

	2005
Discount rate for calculating obligations	5.25	%
Discount rate for calculating net periodic benefit cost	5.75
Expected rate of return on plan assets	7.00
Rate of compensation increase	3.50

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The expected rate of return on Canadian plan assets is 7.00% for 2006.

The assumptions used to determine the information below related to Other Postretirement Benefits, primarily healthcare, for Canadian plans were as follows:

	2005
Discount rate for calculating obligations	5.25	%
Discount rate for calculating net periodic benefit cost	5.75
Rate of compensation increase	3.50

	Year ended September 30
	Pension Benefits						Other Benefits
	2005			2004			2005			2004
	(In millions)
Change in Benefit Obligation
Benefit obligation at beginning of year	$	443		$	417		$	182		$	180
Service cost		8			3			4			3
Interest cost		38			25			13			10
Plan amendments		—			1			(16	)		—
Actuarial loss		24			24			(5	)		(1	)
Special termination benefits		2			—			1			—
Company restructuring		1			2			—			2
Curtailment		(21	)		—			—			—
Acquisition		216			—			60			—
Effect of changes in exchange rates		2			—			—			—
Benefits paid		(36	)		(29	)		(13	)		(12	)
Benefit obligation at end of year	$	677		$	443		$	226		$	182
Accumulated benefit obligation at end of year	$	668		$	442			N/A			N/A
Change in Plan Assets
Plan assets at fair value at beginning of year	$	348		$	315		$	—		$	—
Actual return on plan assets		63			40			—			—
Acquisition		161			—			—			—
Employer contributions		10			22			13			12
Effect of changes in exchange rates		1			—			—			—
Benefits paid (net of participant contributions)		(36	)		(29	)		(13	)		(12	)
Plan assets at fair value at end of year	$	547		$	348			—			—
Reconciliation of Prepaid (Accrued) and Total Amount Recognized
Funded status	$	(130	)	$	(95	)	$	(226	)	$	(182	)
Unrecognized net (gain)/loss		166			173			49			56
Unrecognized prior service cost		8			9			(40	)		(28	)
Prepaid (accrued) benefit cost at September 30		44			87			(217	)		(154	)
Change in account, October-December		—			—			4			4
Net amount recognized at December 31	$	44		$	87		$	(213	)	$	(150	)
Amounts recognized in statement of financial position consist of:
Prepaid (accrued) benefit cost	$	—		$	—		$	(217	)	$	(154	)
Accrued benefit liability		(127	)		(94	)		—			—
Intangible asset		8			9			—			—
Accumulated other comprehensive income		163			172			—			—
Change in account, October-December		—			—			4			4
Net amount recognized	$	44		$	87		$	(213	)	$	(150	)

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Canadian benefit obligations represented $47 million and zero of the Company’s total Pension Benefits obligations at September 30, 2005 and 2004, respectively. Canadian plan assets represented $47 million and zero of the Company’s total plan assets at fair value at September 30, 2005 and 2004, respectively. In addition, Canadian benefit obligations represented $14 million and zero of the Company’s total Other Benefits obligation at September 30, 2005 and 2004, respectively.

For measurement purposes for U.S. plans at September 30, 2005, the annual rate of increase in the per capita cost of covered health care benefits was 10 percent for participants less than 65 years old and 12 percent for participants greater than 65 years old in 2005, grading down to 5 percent in 2012, the level at which it is expected to remain. For measurement purposes for Canadian plans at September 30, 2005, the annual rate of increase in the per capita cost of covered health care benefits was 9% in 2005, grading down to 5% in 2009, the level at which it is expected to remain. For measurement purposes at September 30, 2004, the annual rate of increase in the per capita cost of covered health care benefits was 10 percent in 2004, grading down to 5 percent in 2011, the level at which it was expected to remain. For measurement purposes at September 30, 2003, the annual rate of increase in the per capita cost of covered health care benefits was 9 percent in 2003, grading down to 5 percent in 2009, the level at which it was expected to remain.

	Pension Benefits									Other Benefits
	2005			2004			2003			2005			2004			2003
	(In millions)
Components of net periodic benefit cost
Service cost	$	8		$	3		$	3		$	4		$	3		$	3
Interest cost		38			25			25			13			10			11
Expected return on assets		(42	)		(30	)		(28	)		—			—			—
Amortization of prior service cost		1			2			1			3			(4	)		(2	)
Recognized actuarial (gain)/loss		12			8			3			(4	)		2			1
Net periodic benefit cost	$	17		$	8		$	4		$	16		$	11		$	13

The assumed health care cost trend rate has an effect on the amounts reported for the health care plans. For purposes of determining net periodic benefit cost, the annual rate of increase in the per capita cost of covered health care benefits was 10 percent in 2005, grading down to 5 percent in 2011. A one-percentage-point change in the assumed health care cost trend rate would have the following effects (in millions):

	1% increase		1% decrease
Effect on service cost plus interest cost	$	0.9	$	(0.5	)
Effect on postretirement benefit obligation		6.7		(6.7	)

Additional Information

	Pension Benefits					Other Benefits
	2005			2004		2005	2004
	(In Millions)
Increase (decrease) in minimum liability included in other comprehensive income, net of tax	$	(5.7	)	$	4.3	N/A	N/A

Pension Trust Assets

The expected long-term rate of return on pension trust assets is 7.00% to 8.75% based on the historical investment returns of the trust, the forecasted returns of the asset classes and a survey of comparable pension plan sponsors.

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The Company’s pension trust weighted-average asset allocations at September 30, 2005 and 2004, by asset category are as follows:

	Trust Assets at September 30
	2005		2004
Equity securities	69.3	%	72.3	%
Debt securities	19.2		17.3
Real Estate	7.3		5.8
Other	4.2		4.6
Total	100.0	%	100.0	%

The Compensation Committee of the Board of Directors has general supervisory authority over the Pension Trust Fund and approves the investment policies and plan asset target allocation. An internal management committee provides on-going oversight of plan assets in accordance with the approved policies and asset allocation ranges and has the authority to appoint and dismiss investment managers. The investment policy objectives are to maximize long-term return from a diversified pool of assets while minimizing the risk of large losses, and to maintain adequate liquidity to permit timely payment of all benefits. The policies include diversification requirements and restrictions on concentration in any one single issuer or asset class. The currently approved asset investment classes are cash; fixed income; domestic equities; international equities; real estate; private equities and hedge funds of funds. Company management allocates the plan assets among the approved investment classes and provides appropriate directions to the investment managers pursuant to such allocations. The approved target ranges and allocations as of the September 30, 2005 and 2004 measurement dates were as follows:

	Range		Target
Equity securities	30-85	%	75	%
Debt securities	5-50		10
Real Estate	0-15		10
Other	0-15		5
Total			100	%

Equity securities include Ryerson common stock in the amounts of $2.8 million (0.6 percent of total plan assets) and $2.2 million (0.6 percent of total plan assets) at September 30, 2005 and 2004, respectively.

Contributions

The Company has no required ERISA contributions for 2006, but may elect to make a voluntary contribution to improve the funded ratio of the plan. At December 31, 2005, the Company does not have an estimate of such potential contribution in 2006.

Estimated Future Benefit Payments

	Pension Benefits		Other Benefits
	(in millions)
2006	$	39.6	$	15.9
2007		38.7		16.2
2008		39.2		16.4
2009		40.0		16.8
2010		41.1		17.2
2011-2015		223.0		88.9

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Note 10:    Restructuring Charge

The following summarizes restructuring accrual activity for the years ended December 31, 2005, 2004 and 2003 (in millions):

	Employee related costs			Tenancy and other costs			Total restructuring costs
Balance at December 31, 2002	$	1.9		$	5.1		$	7.0
Restructuring charges		5.3			0.9			6.2
Cash payments		(2.4	)		(1.7	)		(4.1	)
Non-cash adjustments		(2.3	)		—			(2.3	)
Reclassifications		0.5			(0.5	)		—
Balance at December 31, 2003		3.0			3.8			6.8
Restructuring charges		3.6			—			3.6
Cash payments		(2.0	)		(1.5	)		(3.5	)
Non-cash adjustments		(3.4	)		—			(3.4	)
Reclassifications		(0.2	)		0.2			—
Balance at December 31, 2004		1.0			2.5			3.5
Restructuring charges		4.0			—			4.0
Cash payments		(2.3	)		(0.8	)		(3.1	)
Non-cash adjustments		(1.4	)		—			(1.4	)
Reclassifications		(0.1	)		0.1			—
Balance at December 31, 2005	$	1.2		$	1.8		$	3.0

2005

In 2005, the Company recorded a charge of $4.0 million due to workforce reductions resulting from the integration of Integris Metals with the Company. The charge consists of costs for employees that were employed by the Company prior to the acquisition, including severance for 33 employees and other future cash outlays totaling $2.6 million and non-cash costs totaling $1.4 million for pensions and other post-retirement benefits. The December 31, 2005, accrual balance of $1.2 million will be paid through mid-2007. The Company expects to record additional restructuring charges of $7 million to $11 million for workforce reductions, tenancy and other costs related to the acquisition of Integris Metals as the integration process continues in 2006.

2004

The 2004 restructuring and plant closure costs totaled $3.6 million for facility consolidations and workforce reductions. The charge consisted of employee-related costs. The restructuring actions associated with the charge have been completed. During 2005, the Company completed the utilization of the reserve.

2003

In 2003, the Company recorded a charge of $5.3 million as a result of facility consolidations and workforce reductions. The charge consisted of employee-related costs. The Company also recorded a $0.9 million charge for additional rent at a facility that was closed in the 2000 restructuring. The restructuring actions associated with the 2003 charges have been completed. During 2005, the Company completed the utilization of the $5.3 million reserve.

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2000

During 2000, the Company recorded a restructuring charge of $23.3 million. In 2003, the Company recorded an additional $0.9 charge for future lease payments for a facility closed in the 2000 restructuring. During 2005, the Company utilized $0.5 million of the restructuring accrual. The December 31, 2005 accrual balance of $1.8 million is related to tenancy costs that will be paid through 2008.

Note 11:    Income Taxes

The elements of the provisions for income taxes related to continuing operations for each of the three years indicated below were as follows (in millions):

	Year ended December 31
	2005		2004			2003
			(restated)			(restated)
Income before income tax—continuing operations:
Federal	$	141.5	$	64.4		$	(19.8	)
Foreign		19.1		11.6			4.5
	$	160.6	$	76.0		$	(15.3	)
Current income taxes:
Federal	$	24.0	$	54.6		$	—
Foreign		6.4		3.2			1.3
State		6.9		(0.9	)		(0.5	)
		37.3		56.9			0.8
Deferred income taxes		25.2		(29.9	)		(2.5	)
Total tax expense (benefit)	$	62.5	$	27.0		$	(1.7	)

Income taxes on continuing operations differ from the amounts computed by applying the federal tax rate as follows (in millions):

	Year ended December 31
	2005			2004			2003
				(restated)			(restated)
Federal income tax expense computed at statutory tax rate of 35%	$	56.2		$	26.6		$	(5.4	)
Additional taxes or credits from:
State and local income taxes, net of federal income tax effect		6.9			(0.6	)		(2.5	)
Non-deductible expenses		(0.7	)		1.4			0.7
Foreign income not includable in federal taxable income		(1.3	)		(0.9	)		(0.3	)
Canadian taxes		0.9			—			—
Valuation allowance		—			(1.9	)		4.5
All other, net		0.5			2.4			1.3
Total income tax provision (benefit)	$	62.5		$	27.0		$	(1.7	)

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The components of the deferred income tax assets and liabilities arising under FASB Statement No. 109 were as follows (in millions):

	December 31
	2005			2004
				(restated)
Deferred tax assets:
AMT tax credit carryforwards	$	53		$	81
FASB Statement No. 106 impact (post-retirement benefits other than pensions)		80			57
General business credit carryforwards		—			1
State net operating loss carryforwards		10			12
Bad debt allowances		7			4
Pension liability		49			36
Goodwill and other intangibles		2			7
Other deductible temporary differences		18			15
Less valuation allowances		(1	)		(1	)
	$	218		$	212
Deferred tax liabilities:
Fixed asset basis difference		71			40
Inventory basis difference		17			7
		88			47
Net deferred tax asset	$	130		$	165

The Company had available at December 31, 2005, federal AMT credit carryforwards of approximately $53 million, which may be used indefinitely to reduce regular federal income taxes. The Company believes that it is more likely than not that all of its federal tax credits and carryforwards will be realized.

At December 31, 2005, the deferred tax asset related to the Company’s post-retirement benefits other than pensions (SFAS No. 106) was $80 million. At December 31, 2005, the Company also had a deferred tax asset related to the Company’s pension liability of $49 million. To the extent that future annual charges under FASB Statement No. 106 and the pension expense continue to exceed amounts deductible for tax purposes, this deferred tax asset will continue to grow. Thereafter, even if the Company should have a tax loss in any year in which the deductible amount would exceed the financial statement expense, the tax law provides for a 20-year carryforward period for that loss. Because of the long period that is available to realize these future tax benefits and the long-term nature of the related liabilities, these items are treated as having an indefinite reversal period and a valuation allowance for this deferred tax asset is not considered necessary.

The Company had $10 million of state NOL carryforwards available at December 31, 2005. The deferred tax asset for state NOL carryforwards is reviewed for recoverability based on historical taxable income, the expected reversal of existing temporary differences, tax planning strategies, and, most importantly, on projections of future taxable income. A valuation allowance has been provided to the extent that the Company does not expect to be able to utilize all of the specific NOLs prior to their expiration in 2006-2025.

At December 31, 2005 the Company had approximately $28 million of undistributed foreign earnings. The Company has not recognized any U.S. tax expense on $24 million of these earnings since it intends to reinvest the earnings outside the U.S. for the foreseeable future. The Company has recognized U.S. tax expense on $4 million of these undistributed earnings that were included in the Company’s prior year U.S. taxable income under the U.S. Subpart F income rules.

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Note 12:    Goodwill

The carrying amount of goodwill at December 31, 2005 is as follows (in millions):

	Carrying Amount
Balance at December 31, 2004	$	—
Goodwill acquired during the period		64.8
Balance at December 31, 2005	$	64.8

In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets,” goodwill is reviewed at least annually for impairment using a two-step approach. In the first step, the Company tests for impairment of goodwill by estimating the fair values of its reporting units using the present value of future cash flows approach, subject to a comparison for reasonableness to its market capitalization at the date of valuation. Projected cash flows are discounted to present value using an estimated weighted average cost of capital, which considers both returns to equity and debt investors. If the carrying amount exceeds the fair value, the second step of the goodwill impairment test is performed to measure the amount of the impairment loss, if any. In the second step the implied fair value of the goodwill is estimated as the fair value of the reporting unit used in the first step less the fair value of all other net tangible and intangible assets of the reporting unit. If the carrying amount of goodwill exceeds its implied fair market value, an impairment loss is recognized in an amount equal to that excess, not to exceed the carrying amount of the goodwill. For purposes of performing annual impairment tests, the Company identified reporting units in accordance with the guidance provided within SFAS No. 142. As of November 1, 2005, the date of the Company’s annual impairment testing, the Company identified two reporting units.

Based on the results of its annual impairment tests, the Company determined that no impairment of goodwill exists as of November 1, 2005. However, future goodwill impairment tests could result in a charge to earnings. The Company will continue to evaluate goodwill on an annual basis as of November 1 and whenever events and changes in circumstances indicate that there may be a potential impairment.

Note 13:    Intangible Assets

The following summarizes the components of intangible assets at December 31, 2005 (in millions):

Amortized intangible assets	Gross Carrying Amount		Accumulated Amortization
Customer relationships	$	13.8	$	3.8
Trademarks		0.9		0.1
Total	$	14.7	$	3.9

The weighted-average amortization period is 4.67 years in total, 3.67 years for customer relationships and 20 years for trademarks. The above intangible assets were acquired as part of the acquisition of Integris Metals on January 4, 2005.

	Aggregate Amortization expense
For the twelve months ended December 31, 2005 (in millions)	$	3.9
	Estimated Amortization expense
	(In millions)
For the year ended 12/31/06	$	3.9
For the year ended 12/31/07		3.9
For the year ended 12/31/08		2.3
For the year ended 12/31/09		0.1
For the year ended 12/31/10		0.1
For the years ended thereafter		0.5

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Note 14:    Earnings Per Share

	Year Ended December 31
	2005		2004		2003
			(restated)		(restated)
	(In millions, except per share data)
Basic earnings (loss) per share
Income (loss) from continuing operations	$	98.1	$	49.0	$	(13.6	)
Less preferred stock dividends		0.2		0.2		0.2
Income (loss) from continuing operations available to common stockholders		97.9		48.8		(13.8	)
Gain on sale of discontinued operations		—		7.0		—
Net income (loss) available to common stockholders	$	97.9	$	55.8	$	(13.8	)
Average shares of common stock outstanding		25.2		24.9		24.8
Basic earnings (loss) per share
From continuing operations	$	3.88	$	1.96	$	(0.56	)
Gain (loss) on sale of discontinued operations		—		0.28		—
Basic earnings (loss) per share	$	3.88	$	2.24	$	(0.56	)
Diluted earnings (loss) per share
Income (loss) from continuing operations available to common stockholders	$	97.9	$	48.8	$	(13.8	)
Gain on sale of discontinued operations		—		7.0		—
Effect of convertible preferred stock		0.2		0.1		—
Net income (loss) available to common stockholders and assumed conversions	$	98.1	$	55.9	$	(13.8	)
Average shares of common stock outstanding		25.2		24.9		24.8
Dilutive effect of stock options		0.6		0.6		—
Stock-based compensation		0.1		0.1		—
Convertible securities		0.1		0.1		—
Shares outstanding for diluted earnings per share calculation		26.0		25.7		24.8
Diluted earnings (loss) per share
From continuing operations	$	3.78	$	1.91	$	(0.56	)
Gain on sale of discontinued operations		—		0.27		—
Diluted earnings (loss) per share	$	3.78	$	2.18	$	(0.56	)

In 2005, options to purchase 544,483 shares of common stock at prices ranging from $21.93 to $33.22 per share were outstanding, but were not included in the computation of diluted earnings per share (EPS) because the options’ exercise price was higher than the average market price of the common shares.

In 2004, options to purchase 1,558,867 shares of common stock at prices ranging from $16.03 per share to $38.35 per share were outstanding, but were not included in the computation of diluted EPS because the options’ exercise price was higher than the average market price of the common shares.

In 2003, options to purchase 3,871,747 shares of common stock at prices ranging from $6.43 to $48.44 per share were outstanding, but were not included in the computation of diluted EPS because to do so would be antidilutive.

Upon conversion of the Company’s 3.50% Convertible Senior Notes due 2024 (2024 Notes), the holder of each 2024 Note will receive cash equal to the lesser of the aggregate principal amount of the 2024 Notes being converted and the Company’s total conversion obligation (the market value of the common stock into which the

76

2024 Notes are convertible), and common stock in respect of the remainder. During 2005 and 2004, the Company’s average share price has not exceeded the conversion price ($21.37 per share) of the 2024 Notes, therefore the conversion value was less than the principal amount of the 2024 Notes. Under the net share settlement method and in accordance with EITF 04-8, “The Effect of Contingently Convertible Debt on Diluted Earnings per Share,” there were no potential shares issuable under the 2024 Notes to be used in the calculation of diluted EPS. Therefore, the shares used in the calculation of diluted EPS exclude the potential shares contingently issuable under the 2024 Notes because those potential shares are not dilutive. The maximum number of shares the Company may issue with respect to the 2024 Notes is 11,872,455.

Note 15:    Restricted Cash

In the first quarter of 2002, the Company recorded a $5.1 million pretax gain for the receipt of shares as a result of the demutualization of one of its insurance carriers, Prudential. This gain represents a portion of the total of $6.3 million of shares received. The remaining shares are attributable to participants in the optional life insurance plan and therefore the liability has been recorded as a benefit payable.

In the second quarter of 2002, the Company sold all of the shares received. As a result of the sale, the Company recorded income of $0.6 million in the second quarter, as its allocable share of the gain on sale. The portion of the sale proceeds attributable to optional life insurance plan participants ($1.3 million) is required to be used for the benefit of plan participants and as such, has been recorded as “restricted cash” in the Consolidated Balance Sheet. The restricted cash balance has earned interest totaling $0.1 million as of December 31, 2005. In the third quarter of 2002, the Company began making payments for the benefit of optional life insurance plan participants. At December 31, 2005, these payments totaled $0.8 million.

Note 16:    Revenue by Product

The Company derives substantially all of its revenues from the distribution of metals. The Company has two operating segments, General Line and Coil Processing. Due to similar economic characteristics, products and services, types of customers, distribution methods, and regulatory environment, the operating segments have been aggregated into a single reporting segment.

The following table shows the Company’s percentage of sales revenue by major product lines for 2005, 2004 and 2003:

	Percentage of Sales Revenues
Product Line	2005		2004		2003
Stainless and aluminum	50	%	31	%	34	%
Carbon flat rolled	26		39		37
Bars, tubing and structurals	10		13		13
Fabrication and carbon plate	9		14		13
Other	5		3		3
Total	100	%	100	%	100	%

No customer accounted for more than 10% of Company sales in 2005 and the top ten customers accounted for approximately 14 percent of its sales in 2005. Substantially all of the Company’s revenues are attributable to its U.S. operations and substantially all of its long-lived assets are located in the United States. The only operations attributed to a foreign country relate to the Company’s subsidiaries in Canada, which comprised 8 percent, 3 percent and 3 percent of the Company’s revenue in 2005, 2004 and 2003, respectively, Canadian assets were 9 percent, 3 percent and 3 percent of consolidated assets at December 31, 2005, 2004 and 2003, respectively.

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Note 17:    Commitments and Contingencies

ISC/Ispat Transaction

In 1998, Ryerson (together with its subsidiaries, the “Company”) sold its steel manufacturing segment (“ISC”) to Ispat International N.V. and certain of its affiliates (“Ispat”) pursuant to an agreement of sale and merger (the “ISC/Ispat Merger Agreement”). Pursuant to that Agreement, the Company agreed to indemnify Ispat up to $90 million for losses incurred in connection with breaches of representations and warranties contained in the agreement and for expenditures and losses incurred relating to certain environmental liabilities. Ispat was required to make all such indemnification claims prior to March 31, 2000, other than claims related to tax matters, certain organizational matters and environmental matters.

As part of the sale transaction, the Inland Steel Industries Pension Plan was transferred to Ispat. As a condition to completing the ISC/Ispat transaction, Ispat and the Company entered into an agreement with the Pension Benefit Guaranty Corporation (“PBGC”) to provide certain financial commitments to reduce the underfunding of that pension plan (the “Ispat Pension Plan”) and to secure the Plan’s unfunded benefit liabilities on a termination basis. These commitments included a Company guaranty of $50 million of the obligations of Ispat to the PBGC in the event of a distress or involuntary termination of the Ispat Pension Plan.

In August 2001, the Company established a $50 million letter of credit in favor of the PBGC as security for the guaranty. Under the agreement among the PBGC, Ispat and the Company, by July 16, 2003, Ispat was required to take all necessary action to provide adequate replacement security to the PBGC, which would permit the Company to terminate the guaranty and the related letter of credit. Ispat did not provide the replacement security by such date, and the Company, in accordance with the aforementioned agreement, renewed its letter of credit on July 16, 2003 (the “PBGC Letter of Credit”), on a year-to-year basis until December 20, 2006. On September 15, 2003, the PBGC Letter of Credit and guaranty were reduced to $29 million pursuant to certain agreements signed on that date and described below.

On May 29, 2001, the Company entered into a settlement agreement with Ispat that settled certain claims, other than those related to environmental liabilities and certain property tax matters, for approximately $15 million, which applied against the $90 million indemnification cap. Ispat also notified the Company of certain environmental matters of which Ispat was aware, of certain environmental expenses that it had incurred or might incur, of certain property tax matters and of other matters arising under ISC/Ispat Merger Agreement for which Ispat believed it was entitled to indemnification under that Agreement.

In the second quarter of 2002, the Company recorded an additional $2.7 million pretax charge related to Ispat’s claim for indemnification regarding environmental matters.

On September 15, 2003, the Company and Ispat settled all environmental and other indemnification claims between them arising from the ISC/Ispat Merger Agreement, including certain matters related to the Ispat Pension Plan. The Company had previously established an accrual to cover these claims. Under this second settlement agreement:

• The Company contributed $21 million to the Ispat Pension Plan.

• Ispat released the Company from any remaining environmental and other indemnification obligations arising out of the ISC/Ispat Merger Agreement.

• Ispat agreed to make specified monthly contributions to the Ispat Pension Plan totaling $29 million over the twelve-month period beginning January 2004, to reduce and discharge the Company’s PBGC Letter of Credit, as described below.

• Ispat agreed to share certain property tax refunds and to pay to the Ispat Pension Plan an amount equal to the cash received or the face amount of any related credit or non-cash refund, which would pro-rata reduce Ispat’s monthly contributions.

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• Ispat agreed to pay the Company one-third of any environmental insurance proceeds (less certain fees and expenses incurred in pursuing such claims), up to a maximum of $21 million, related to the Company’s environmental indemnifications under the ISC/Ispat Merger Agreement.

On September 15, 2003, the Company also entered into an agreement with Ispat and the PBGC under which the PBGC agreed that any contributions described above (the “Contributions”) made by Ispat or the Company to the Ispat Pension Plan would reduce and discharge the PBGC Letter of Credit and the Company’s guaranty on a dollar-for-dollar basis, until each was reduced to zero. The Company had a $5.5 million liability recorded related to this guaranty to the PBGC. Based on Ispat making the required monthly Contributions, the Company reduced the liability related to the PBGC guaranty to $3.5 million in the second quarter 2004 and recorded a favorable $1.2 million after-tax adjustment to the gain on the sale of ISC. During the third quarter of 2004, Ispat made the final monthly Contributions. As a result, the PBGC Letter of Credit was reduced to zero, and the Company reduced the liability related to the PBGC guaranty to zero and recorded a favorable $2.3 million after-tax adjustment to the gain on the sale of ISC. Except for claims which could be made under Employee Retirement Income Security Act of 1974, as amended, for the period in which the Company was the sponsor of the Ispat Pension Plan, the Company has no further liability with respect to the Ispat Pension Plan.

Other Matters

The Company is currently a defendant in antitrust litigation. The Company believes that this suit is without merit and has answered the complaint denying all claims and allegations. The trial court entered judgment on June 15, 2004 sustaining the Company’s summary judgment motion and those of the other defendants on all claims. On September 15, 2005, the U. S. Court of Appeals for the Tenth Circuit heard oral arguments on plaintiff’s appeal. The Company cannot determine at this time whether any potential liability related to this litigation would materially affect its financial position, results of operations, or cash flows.

Lease Obligations & Other

The Company has noncancellable operating leases for which future minimum rental commitments are estimated to total $97.9 million, including approximately $25.3 million in 2006, $20.2 million in 2007, $16.0 million in 2008, $10.2 million in 2009, $7.4 million in 2010 and $18.8 million thereafter.

Rental expense under operating leases totaled $30.7 million in 2005, $16.2 million in 2004 and $16.4 million in 2003.

To fulfill contractual requirements for certain customers in 2005, the Company has entered into certain fixed-price noncancellable contractual obligations. These purchase obligations aggregated $95.4 million at December 31, 2005.

There are various claims and pending actions against the Company other than those related to the ISC/Ispat transaction and the antitrust litigation. The amount of liability, if any, for those claims and actions at December 31, 2005 is not determinable but, in the opinion of management, such liability, if any, will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.

Note 18:    Acquisitions

Integris Metals, Inc.

On January 4, 2005, Ryerson acquired all of the capital stock of Integris Metals for a cash purchase price of $410 million, plus assumption of approximately $234 million of Integris Metals’ debt. The Company has also incurred fees of $1.2 million in connection with the acquisition. Integris Metals was the fourth largest metals service center in North America with leading market positions in aluminum and stainless steel. The Company paid for the acquisition with funds borrowed under the Company’s new credit facility.

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On June 23, 2005, the Board of Directors of the Company approved a preliminary plan of facility consolidations and organizational restructuring resulting from the Company’s acquisition of Integris Metals. As of December 31, 2005, the Company has recorded a $7.2 million liability for exit costs assumed in the acquisition of Integris Metals. The liability consists of future cash outlays for Integris Metals employee-related costs, including severance and employee relocation costs, totaling $5.7 million, future cash outlays for tenancy and other costs totaling $0.5 million and non-cash costs of $1.0 million for pensions and other post-retirement benefits. During 2005, the Company made cash payments of $3.8 million for these employee-related and tenancy and other costs and utilized the $1.0 million reserve for pensions and other post-retirement benefits. The December 31, 2005 accrual balance of $2.4 million will be paid through mid 2007.

The following table summarizes the fair values of the assets acquired and liabilities assumed for Integris Metals at January 4, 2005 (in millions):

	At January 4, 2005
Cash and cash equivalents	$	1.1
Accounts receivable		241.5
Inventories		401.8
Other current assets		13.7
Property, plant and equipment		176.5
Intangible assets		14.7
Goodwill		64.8
Other assets		13.9
Total assets acquired					928.0
Current liabilities		(158.5	)
Long-term debt		(234.0	)
Deferred employee benefits and other credits		(124.3	)
Total liabilities assumed					(516.8	)
Net assets acquired				$	411.2

The financial statements of the Company presented in this report include the financial results of Integris Metals since the date of acquisition, January 4, 2005. Since the difference between the reported results and pro forma results as if the acquisition had occurred on January 1, 2005 is immaterial, no pro forma results are presented for the year ended December 31, 2005. Goodwill recorded in connection with the Integris Metals acquisition is not deductible for income tax purposes.

J&F Steel, LLC

On July 30, 2004, the Company completed its acquisition of 100% of the equity interests in J & F Steel, LLC (“J&F”), in which the Company invested a total of approximately $59.1 million, by paying $41.4 million in cash, net of $4.2 million of cash acquired, and assuming $13.5 million of debt. During the third quarter of 2004, the Company redeemed the $13.5 million of outstanding debt. The acquisition has been accounted for by the purchase method of accounting, and the purchase price has been allocated to assets acquired and liabilities assumed. The Company funded the transaction by drawing on its revolving credit facility. The results of J&F are included in the Company’s financial statements from the date of acquisition.

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The following table summarizes the fair values of the assets acquired and liabilities assumed for J&F at July 30, 2004 (in millions):

	At July 30, 2004
Cash and cash equivalents	$	4.2
Accounts receivable		23.7
Inventories		34.3
Property, plant and equipment		18.6
Other assets		0.5
Total assets acquired					81.3
Current liabilities		(22.2	)
Long-term debt		(13.5	)
Total liabilities assumed					(35.7	)
Net assets acquired				$	45.6

The following table compares the year ended December 31, 2005 reported results to the unaudited 2004 pro forma results of the Company which reflect the Company’s acquisitions of Integris Metals and J&F, which was acquired on July 30, 2004, the terms of its amended and restated credit agreement dated January 4, 2005 and its issuances of $175 million Convertible Senior Notes due 2024 and of $150 million of Senior Notes due 2011, as if all such events had occurred at January 1, 2004 (in millions, except per share data):

	Year Ended December 31,
	2005		2004 Pro forma
			(restated)
Net sales	$	5,780.5	$	5,409.0
Income from continuing operations		98.1		94.6
Net income		98.1		101.6
Income from continuing operations per share:
Basic	$	3.88	$	3.79
Diluted	$	3.78	$	3.68
Net income per share:
Basic	$	3.88	$	4.07
Diluted	$	3.78	$	3.95

Note 19:    Condensed Consolidating Financial Statements

In November 2004, the Company issued 3.50% Convertible Notes due 2024 that are fully and unconditionally guaranteed on a senior unsecured basis by Ryerson Procurement Corporation, an indirect wholly-owned subsidiary of the Company. In December 2004, the Company issued 8 ¹/4% Senior Notes due 2011 that are fully and unconditionally guaranteed by Ryerson Procurement Corporation as well. The following condensed consolidating financial information as of December 31, 2005 and 2004 and for the three years ended December 31, 2005 is provided in lieu of separate financial statements for the Company and Ryerson Procurement Corporation.

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RYERSON INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2005

(In millions)

	Parent			Guarantor			Non-guarantor			Eliminations			Consolidated
Net sales	$	—		$	3,400.3		$	5,870.1		$	(3,489.9	)	$	5,780.5
Cost of materials sold		—			3,363.5			5,019.9			(3,489.9	)		4,893.5
Gross profit		—			36.8			850.2			—			887.0
Warehousing and delivery		—			—			318.8			—			318.8
Selling, general and administrative expenses		0.6			3.2			355.1			—			358.9
Restructuring and plant closure costs		—			—			4.0			—			4.0
Pension curtailment gain		—			—			(21.0	)		—			(21.0	)
Gain on the sale of assets		—			—			(6.6	)		—			(6.6	)
Operating profit (loss)		(0.6	)		33.6			199.9			—			232.9
Other income and expense, net		0.6			—			3.1			—			3.7
Interest and other expense on debt		(41.4	)		—			(34.6	)		—			(76.0	)
Intercompany transactions:
Interest expense on intercompany loans		(42.7	)		(9.0	)		(15.2	)		66.9			—
Interest income on intercompany loans		4.3			3.5			59.1			(66.9	)		—
Income (loss) before income taxes		(79.8	)		28.1			212.3			—			160.6
Provision (benefit) for income taxes		(27.0	)		11.2			78.3						62.5
Equity in (earnings) loss of subsidiaries		(150.9	)		—			(16.9	)		167.8			—
Net income	$	98.1		$	16.9		$	150.9		$	(167.8	)	$	98.1

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RYERSON INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2004

(In millions)

	Parent			Guarantor			Non-guarantor			Eliminations			Consolidated
	(restated)			(restated)			(restated)			(restated)			(restated)
Net sales	$	—		$	2,704.0		$	3,331.2		$	(2,733.2	)	$	3,302.0
Cost of materials sold		—			2,674.8			2,869.2			(2,733.2	)		2,810.8
Gross profit		—			29.2			462.0			—			491.2
Warehousing and delivery		—			—			175.2			—			175.2
Selling, general and administrative expenses		0.7			2.8			214.8			—			218.3
Restructuring and plant closure costs		—			—			3.6			—			3.6
Gain on the sale of assets		—			—			(5.6	)		—			(5.6	)
Operating profit (loss)		(0.7	)		26.4			74.0			—			99.7
Other income and expense, net		0.1			—			0.2			—			0.3
Interest and other expense on debt		(14.4	)		—			(9.6	)		—			(24.0	)
Intercompany transactions:
Interest expense on intercompany loans		(23.5	)		(6.1	)		(25.5	)		55.1			—
Interest income on intercompany loans		2.3			4.4			48.4			(55.1	)		—
Income (loss) before income taxes		(36.2	)		24.7			87.5			—			76.0
Provision (benefit) for income taxes		(15.4	)		9.9			32.5						27.0
Equity in (earnings) loss of subsidiaries		(69.8	)		—			(14.8	)		84.6			—
Income (loss) from continuing operations		49.0			14.8			69.8			(84.6	)		49.0
Discontinued operations—Inland Steel Company		7.0			—			—			—			7.0
Net income	$	56.0		$	14.8		$	69.8		$	(84.6	)	$	56.0

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RYERSON INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2003

(In millions)

	Parent			Guarantor			Non-guarantor			Eliminations			Consolidated
	(restated)			(restated)			(restated)			(restated)			(restated)
Net sales	$	—		$	1,669.4		$	2,207.1		$	(1,687.1	)	$	2,189.4
Cost of materials sold		—			1,651.4			1,866.1			(1,687.1	)		1,830.4
Gross profit		—			18.0			341.0			—			359.0
Warehousing and delivery		—			—			161.9			—			161.9
Selling, general and administrative expenses		0.7			2.9			183.9			—			187.5
Restructuring and plant closure costs		—			—			6.2			—			6.2
Operating profit (loss)		(0.7	)		15.1			(11.0	)		—			3.4
Other income and expense, net		0.1			—			—			—			0.1
Interest and other expense on debt		(13.2	)		—			(5.6	)		—			(18.8	)
Intercompany transactions:
Interest expense on intercompany loans		(20.3	)		(6.0	)		(28.3	)		54.6			—
Interest income on intercompany loans		1.4			5.8			47.4			(54.6	)		—
Income (loss) before income taxes		(32.7	)		14.9			2.5			—			(15.3	)
Provision (benefit) for income taxes		(7.8	)		5.9			0.2			—			(1.7	)
Equity in (earnings) loss of subsidiaries		(11.3	)		—			(9.0	)		20.3			—
Net income (loss)	$	(13.6	)	$	9.0		$	11.3		$	(20.3	)	$	(13.6	)

84

RYERSON INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

YEAR ENDED DECEMBER 31, 2005

(In millions)

	Parent			Guarantor			Non-guarantor			Eliminations			Consolidated
CASH FLOW FROM OPERATING ACTIVITIES
Net income (loss)	$	98.1		$	16.9		$	150.9		$	(167.8	)	$	98.1
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		—			—			39.2			—			39.2
Equity in earnings of subsidiaries		(150.9	)		—			(16.9	)		167.8			—
Deferred income taxes		31.4			—			(6.2	)		—			25.2
Deferred employee benefit cost/funding		(0.2	)		—			10.7			—			10.5
Restructuring and plant closure costs		—			—			1.4			—			1.4
Pension curtailment gain		—			—			(21.0	)		—			(21.0	)
Gain on sale of assets		—			—			(6.6	)		—			(6.6	)
Change in:
Receivables		—			—			98.4			—			98.4
Inventories		—			—			177.0			—			177.0
Other assets and income tax receivable		2.6			—			(11.2	)		—			(8.6	)
Intercompany receivable/payable		(70.1	)		(62.4	)		132.5			—			—
Accounts payable		(0.1	)		(15.8	)		(27.7	)		—			(43.6	)
Accrued liabilities		(38.2	)		1.4			(14.1	)		—			(50.9	)
Other items		2.0			—			0.4						2.4
Net adjustments		(223.5	)		(76.8	)		355.9			167.8			223.4
Net cash provided by (used in) operating activities		(125.4	)		(59.9	)		506.8			—			321.5
INVESTING ACTIVITIES:
Acquisitions		(411.2	)		—			1.1			—			(410.1	)
Capital expenditures		—			—			(32.6	)		—			(32.6	)
Investment in joint venture		—			—			(0.7	)		—			(0.7	)
Loan to related companies		—			—			(568.9	)		568.9			—
Loan repayment from related companies		—			39.3			4.9			(44.2	)		—
Proceeds from sales of assets		—			—			25.3			—			25.3
Net cash provided by (used in) investing activities		(411.2	)		39.3			(570.9	)		524.7			(418.1	)
FINANCING ACTIVITIES:
Repayment of debt assumed in acquisition		—			—			(234.0	)		—			(234.0	)
Proceeds from credit facility borrowings		290.0			—			1,245.7			—			1,535.7
Repayment of credit facility borrowings		(290.0	)		—			(1,147.3	)		—			(1,437.3	)
Net short-term proceeds/(repayments) under credit facility		20.0			—			232.1			—			252.1
Proceeds from intercompany borrowing		568.9			—			—			(568.9	)		—
Repayment of intercompany borrowing		(39.3	)		(4.9	)		—			44.2			—
Net increase/(decrease) in book overdrafts		—			25.5			(24.3	)		—			1.2
Credit facility issuance costs		(10.1	)		—			—			—			(10.1	)
Bond issuance costs		(0.6	)		—			—			—			(0.6	)
Dividends paid		(5.2	)		—			—			—			(5.2	)
Proceeds from exercise of common stock options		3.8			—			—			—			3.8
Net cash provided by (used in) financing activities		537.5			20.6			72.2			(524.7	)		105.6
Net increase in cash and cash equivalents		0.9			—			8.1			—			9.0
Beginning cash and cash equivalents		0.6			—			17.8			—			18.4
Ending cash and cash equivalents	$	1.5		$	—		$	25.9		$	—		$	27.4

85

RYERSON INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

YEAR ENDED DECEMBER 31, 2004

(In millions)

	Parent			Guarantor			Non-guarantor			Eliminations			Consolidated
	(restated)			(restated)			(restated)			(restated)			(restated)
CASH FLOW FROM OPERATING ACTIVITIES
Net income	$	56.0		$	14.8		$	69.8		$	(84.6	)	$	56.0
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		—			—			21.1			—			21.1
Equity in earnings of subsidiaries		(69.8	)		—			(14.8	)		84.6			—
Deferred income taxes		(24.4	)		—			(5.5	)		—			(29.9	)
Deferred employee benefit cost/funding		—			—			(15.3	)		—			(15.3	)
Restructuring and plant closure costs		—			—			3.4			—			3.4
Gain on the sale of ISC, net of tax		(3.5	)		—			—			—			(3.5	)
Gain on sale of assets		—			—			(5.6	)		—			(5.6	)
Change in:
Receivables		0.7			—			(183.4	)		—			(182.7	)
Inventories		—			—			(131.6	)		—			(131.6	)
Income tax receivable and other assets		4.9			—			(0.4	)		—			4.5
Intercompany receivable/payable		3.6			(93.2	)		89.6			—			—
Accounts payable		0.1			39.0			20.4			—			59.5
Accrued liabilities		37.2			1.3			14.1			—			52.6
Other items		1.1			—			0.4			—			1.5
Net adjustments		(50.1	)		(52.9	)		(207.6	)		84.6			(226.0	)
Net cash provided by (used in) operating activities		5.9			(38.1	)		(137.8	)		—			(170.0	)
INVESTING ACTIVITIES:
Acquisitions, net of cash acquired		—			—			(41.4	)		—			(41.4	)
Capital expenditures		—			—			(32.6	)		—			(32.6	)
Investment in joint venture		—			—			(3.5	)		—			(3.5	)
Investments in non-guarantor subsidiaries		(25.7	)		—			—			25.7			—
Loan to joint venture		(0.5	)		—			(2.7	)		—			(3.2	)
Loan repayment from joint venture		—			—			2.0			—			2.0
Loan to related companies		(36.2	)		—			—			36.2			—
Loan repayment from related companies		—			3.8			251.4			(255.2	)		—
Proceeds from sales of assets		—			—			21.6			—			21.6
Net cash provided by (used in) investing activities		(62.4	)		3.8			194.8			(193.3	)		(57.1	)
FINANCING ACTIVITIES:
Long-term debt issued		325.0			—			—			—			325.0
Redemption of debt assumed in acquisition		—			—			(13.5	)		—			(13.5	)
Proceeds from credit facility borrowings		—			—			506.0			—			506.0
Repayment of credit facility borrowings		—			—			(551.0	)		—			(551.0	)
Net short-term repayments under credit facility		—			—			(20.0	)		—			(20.0	)
Proceeds from intercompany borrowing		—			36.2			—			(36.2	)		—
Repayment of intercompany borrowing		(255.2	)		—			—			255.2			—
Net increase/(decrease) in book overdrafts		—			(1.9	)		0.9			—			(1.0	)
Capital contribution from parent		—			—			25.7			(25.7	)		—
Credit facility issuance costs		(1.2	)		—			—			—			(1.2	)
Bond issuance costs		(8.9	)		—			—			—			(8.9	)
Dividends paid		(5.2	)		—			—			—			(5.2	)
Stock option exercise		1.6			—			—			—			1.6
Net cash provided by (used in) financing activities		56.1			34.3			(51.9	)		193.3			231.8
Net increase (decrease) in cash and cash equivalents		(0.4	)		—			5.1			—			4.7
Beginning cash and cash equivalents		1.0			—			12.7			—			13.7
Ending cash and cash equivalents	$	0.6		$	—		$	17.8		$	—		$	18.4

86

RYERSON INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

YEAR ENDED DECEMBER 31, 2003

(In millions)

	Parent			Guarantor			Non-guarantor			Eliminations			Consolidated
	(restated)			(restated)			(restated)			(restated)			(restated)
CASH FLOW FROM OPERATING ACTIVITIES
Net income (loss)	$	(13.6	)	$	9.0		$	11.3		$	(20.3	)	$	(13.6	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation	$	—		$	—		$	23.9		$	—			23.9
Equity in earnings of subsidiaries		(11.3	)		—			(9.0	)		20.3			—
Deferred income taxes		29.4			—			(31.9	)		—			(2.5	)
Deferred employee benefit cost/funding		(0.1	)		—			(47.1	)		—			(47.2	)
Restructuring and plant closure costs		—			—			2.3			—			2.3
Change in:
Receivables		(0.2	)		—			(29.1	)		—			(29.3	)
Inventories		—			—			15.2			—			15.2
Income tax receivable and other assets		(1.8	)		—			0.8			—			(1.0	)
Intercompany receivable/payable		(211.2	)		134.0			77.2			—			—
Accounts payable		—			27.6			14.4			—			42.0
Accrued liabilities		(3.1	)		0.8			(2.5	)		—			(4.8	)
Other items		(0.2	)		—			2.6						2.4
Net adjustments		(198.5	)		162.4			16.8			20.3			1.0
Net cash provided by (used in) operating activities		(212.1	)		171.4			28.1			—			(12.6	)
INVESTING ACTIVITIES:
Capital expenditures		—			—			(19.4	)		—			(19.4	)
Investments in and advances to joint ventures, net		—			—			(3.4	)		—			(3.4	)
Investments in non-guarantor subsidiaries		(132.4	)		—			—			132.4			—
Dividend received from subsidiary		130.0			—			—			(130.0	)		—
Loan to related companies		—			(3.8	)		(216.4	)		220.2			—
Loan repayment from related companies		—			—			157.2			(157.2	)		—
Proceeds from sales of assets		—			—			5.0			—			5.0
Net cash provided by (used in) investing activities		(2.4	)		(3.8	)		(77.0	)		65.4			(17.8	)
FINANCING ACTIVITIES:
Proceeds from credit facility borrowings		—			—			355.0			—			355.0
Repayment of credit facility borrowings		—			—			(195.0	)		—			(195.0	)
Net short-term repayments under credit facility		—			—			(114.0	)		—			(114.0	)
Proceeds from intercompany borrowing		220.2			—			—			(220.2	)		—
Repayment of intercompany borrowing		—			(157.2	)		—			157.2			—
Net increase/(decrease) in book overdrafts		—			(10.4	)		1.0			—			(9.4	)
Capital contribution from parent		—			—			132.4			(132.4	)		—
Dividends paid		(5.1	)		—			(130.0	)		130.0			(5.1	)
Net cash provided by (used in) financing activities		215.1			(167.6	)		49.4			(65.4	)		31.5
Net increase in cash and cash equivalents		0.6			—			0.5			—			1.1
Beginning cash and cash equivalents		0.4			—			12.2			—			12.6
Ending cash and cash equivalents	$	1.0		$	—		$	12.7		$	—		$	13.7

87

RYERSON INC.

CONDENSED CONSOLIDATING BALANCE SHEET

DECEMBER 31, 2005

(In millions)

	Parent		Guarantor		Non-guarantor		Eliminations			Consolidated
ASSETS
Current Assets:
Cash and cash equivalents	$	1.5	$	—	$	25.9	$	—		$	27.4
Restricted cash		—		—		0.6		—			0.6
Receivables less provision for allowances, claims and doubtful accounts		—		—		610.3		—			610.3
Inventories		—		—		834.3		—			834.3
Prepaid expenses and other assets		16.5		—		20.0		(15.7	)		20.8
Intercompany receivable		43.1		285.6		—		(328.7	)		—
Total Current Assets		61.1		285.6		1,491.1		(344.4	)		1,493.4
Investments and advances		1,611.4		—		98.4		(1,687.5	)		22.3
Intercompany notes receivable		—		—		809.4		(809.4	)		—
Property, plant and equipment, at cost, less accumulated depreciation		—		—		398.4		—			398.4
Deferred income taxes		57.2		—		72.0		—			129.2
Intangible pension asset		—		—		7.9		—			7.9
Other intangibles		—		—		10.8		—			10.8
Goodwill		—		—		64.8		—			64.8
Deferred charges and other assets		19.3		—		4.9		—			24.2
Total Assets	$	1,749.0	$	285.6	$	2,957.7	$	(2,841.3	)	$	2,151.0
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	3.2	$	134.4	$	139.1	$	—		$	276.7
Intercompany payable		—		—		328.7		(328.7	)		—
Salaries, wages and commissions		—		—		49.4		—			49.4
Other current liabilities		9.1		4.5		38.8		(15.7	)		36.7
Short-term credit facility borrowings		20.0		—		232.1		—			252.1
Current portion of long-term debt		100.1		—		—		—			100.1
Total Current Liabilities		132.4		138.9		788.1		(344.4	)		715.0
Long-term debt		325.0		—		200.0		—			525.0
Long-term debt—intercompany		738.8		70.6		—		(809.4	)		—
Taxes and other credits		4.9		—		4.6		—			9.5
Deferred employee benefits		0.1		—		353.6		—			353.7
Total Liabilities		1,201.2		209.5		1,346.3		(1,153.8	)		1,603.2
Commitments and contingent liabilities
Stockholders’ Equity:
Preferred stock		0.1		—		—		—			0.1
Common stock		50.6		—		11.8		(11.8	)		50.6
Other stockholders’ equity		497.1		76.1		1,599.6		(1,675.7	)		497.1
Total Stockholders’ Equity		547.8		76.1		1,611.4		(1,687.5	)		547.8
Total Liabilities and Stockholders’ Equity	$	1,749.0	$	285.6	$	2,957.7	$	(2,841.3	)	$	2,151.0

88

RYERSON INC.

CONDENSED CONSOLIDATING BALANCE SHEET

DECEMBER 31, 2004

(In millions)

	Parent		Guarantor		Non-guarantor		Eliminations			Consolidated
	(restated)		(restated)		(restated)		(restated)			(restated)
ASSETS
Current Assets:
Cash and cash equivalents	$	0.6	$	—	$	17.8	$	—		$	18.4
Restricted cash		—		—		0.8		—			0.8
Receivables less provision for allowances, claims and doubtful accounts		—		—		465.4		—			465.4
Inventories		—		—		606.9		—			606.9
Prepaid expenses and other assets		0.8		—		1.8		—			2.6
Deferred income taxes		—		—		12.7		(2.7	)		10.0
Intercompany receivable		—		223.3		—		(223.3	)		—
Total Current Assets		1.4		223.3		1,105.4		(226.0	)		1,104.1
Investments and advances		1,039.9		—		77.3		(1,099.2	)		18.0
Intercompany notes receivable		—		—		245.4		(245.4	)		—
Property, plant and equipment, at cost, less accumulated depreciation		—		—		239.3		—			239.3
Deferred income taxes		92.6		—		61.9		—			154.5
Intangible pension asset		—		—		9.0		—			9.0
Deferred charges and other assets		13.6		—		2.3		—			15.9
Total Assets	$	1,147.5	$	223.3	$	1,740.6	$	(1,570.6	)	$	1,540.8
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	3.2	$	124.7	$	94.4	$	—		$	222.3
Intercompany payable		27.1		—		196.2		(223.3	)		—
Salaries, wages and commissions		—		—		31.9		—			31.9
Deferred income taxes		2.7		—		—		(2.7	)		—
Other current liabilities		39.4		3.1		28.5		—			71.0
Total Current Liabilities		72.4		127.8		351.0		(226.0	)		325.2
Long-term debt		425.2		—		101.0		—			526.2
Long-term debt—intercompany		209.2		36.2		—		(245.4	)		—
Deferred employee benefits		0.2		—		248.7		—			248.9
Taxes		0.9		—		—		—			0.9
Total Liabilities		707.9		164.0		700.7		(471.4	)		1,101.2
Commitments and contingent liabilities
Stockholders’ Equity:
Preferred stock		0.1		—		—		—			0.1
Common stock		50.6		—		11.8		(11.8	)		50.6
Other stockholders’ equity		388.9		59.3		1,028.1		(1,087.4	)		388.9
Total Stockholders’ Equity		439.6		59.3		1,039.9		(1,099.2	)		439.6
Total Liabilities and Stockholders’ Equity	$	1,147.5	$	223.3	$	1,740.6	$	(1,570.6	)	$	1,540.8

89

Note 20:    Other Matters

Equity Investments

Coryer.    In the third quarter of 2003, the Company and G. Collado S.A. de C.V. formed Coryer, S.A. de C.V. (“Coryer”), a joint venture that will enable the Company to expand service capability in Mexico. The Company invested $3.4 million in the joint venture for a 49 percent equity interest. The investment was accounted for as a cash outflow from investing activities. In the first quarter of 2004, the Company contributed $2.0 million to increase its equity investment in Coryer. After equal contributions from both joint venture partners, the Company’s ownership percentage remained unchanged. The Company also loaned $0.7 million to the joint venture in the first quarter of 2004, with repayment due in 2006, an additional $1.5 million in the second quarter of 2004 and an additional $1.0 million in the third quarter of 2004. In the third quarter of 2004, Coryer repaid $2.0 million of its outstanding loan due to the Company. Ryerson has guaranteed the borrowings of Coryer under Coryer’s credit facility. At December 31, 2005, the amount of the guaranty was $4.4 million.

Tata Ryerson Limited.    The Company owns a 50 percent interest in Tata Ryerson Limited, a joint venture with the Tata Iron & Steel Corporation, an integrated steel manufacturer in India. Tata Ryerson Limited, which was formed in 1997, is a metals service center and processor with processing facilities at Jamshedpur, Pune, Bara, Howrah, Faridabad, Raipur and Rudapur, India. In the third quarter of 2005, the Company contributed $0.7 million, which is accounted for as cash outflow from investing activities, to increase its equity investment to match contributions from the Company’s joint venture partner and maintain a 50 percent ownership percentage. In the fourth quarter of 2004, the Company contributed $1.5 million to increase its equity investment in Tata Ryerson Limited. The impact of Tata Ryerson’s operations on the Company’s results of operations has not been material in any year held since inception.

Note 21:    Subsequent Event

On March 13, 2006, the Company sold certain assets related to its U.S. oil and gas, tubular alloy and bar alloy businesses to Energy Alloys, LLC, a Texas limited liability company. Subject to closing adjustments, the sale price includes $49.7 million of cash and the receipt of a $4 million, 3-year note. The Company expects to record a pre-tax gain on the sale of approximately $18 million and intends to use the cash proceeds to pay down debt. The divested operations include three locations dedicated to the oil and gas markets in Oklahoma, Texas and the Gulf Coast. These operations were acquired with the acquisition of Integris Metals, Inc. in January 2005. The three locations generated revenues of approximately $80 million in 2005 and were profitable. The sale will not impact the Company’s remaining operations in Oklahoma, Texas and the Gulf Coast region.

90

SUPPLEMENTARY FINANCIAL DATA (UNAUDITED)

RYERSON INC. AND SUBSIDIARY COMPANIES

SUMMARY BY QUARTER

(In millions, except per share data)

	Net Sales		Gross Profit		Income (Loss) Before Income Taxes			Net Income			Earnings per Common Share
											Basic			Diluted
			(restated)		(restated)			(restated)			(restated)			(restated)
2005
First Quarter(1)(2)(6)	$	1,540.0	$	246.0	$	57.2		$	35.4		$	1.41		$	1.37
Second Quarter(1)(2)(6)		1,520.2		231.3		44.9			25.7			1.02			0.99
Third Quarter(1)(2)(6)		1,416.5		213.2		47.4	(3)		30.7	(3)		1.22	(3)		1.18	(3)
Fourth Quarter		1,303.8		196.5		11.1			6.3			0.25			0.24
Year	$	5,780.5	$	887.0	$	160.6		$	98.1		$	3.88	(4)	$	3.78
2004
First Quarter(6)	$	704.8	$	120.9	$	21.3		$	12.8		$	0.51		$	0.50
Second Quarter(6)		794.7		131.6		32.5			21.6			0.87			0.85
Third Quarter(6)		898.7		132.8		24.8			17.6			0.70			0.69
Fourth Quarter(6)		903.8		105.9		(2.6	)		4.0	(5)		0.15	(5)		0.14	(5)
Year	$	3,302.0	$	491.2	$	76.0		$	56.0		$	2.24	(4)	$	2.18

(1) The first three quarters of 2005 include the impact of the change in method of applying LIFO retroactive to January 1, 2005. Cost of material sold after the Company changed its method of applying LIFO inventory costing was $9.6 million higher in 2005 than it would have been under the previous LIFO method. Also during 2005, inventory quantities were reduced. This reduction resulted in a liquidation of LIFO inventory quantities carried at lower costs prevailing in prior years as compared with the cost of 2005 purchases, the effect of which decreased cost of goods sold by approximately $13.1 million and increased net income by approximately $7.9 million or $0.30 per diluted share.

(2) The impact of the change in method of applying LIFO inventory costing retroactive to January 1, 2005 is as follows (in millions):

	2005
	First Quarter		Second Quarter		Third Quarter
Net income before change in applying LIFO method	$	35.6	$	27.6	$	32.6
Less: adjustment for change in LIFO application		0.2		1.9		1.9
Revised net income	$	35.4	$	25.7	$	30.7

(3) In the third quarter of 2005, the Company recorded a $21.0 million pre-tax, $12.8 million after-tax or $0.49 per share, pension curtailment gain.

(4) Amounts for the quarters do not total to the amount reported for the year due to differences in the average number of shares outstanding.

(5) In the fourth quarter of 2004, the Company recorded a $1.9 million income tax benefit, or $0.07 per share, attributable to the reassessment of the valuation allowance for a deferred tax asset. The Company also recorded a $3.5 million, or $0.14 per share, favorable adjustment for discontinued operations.

(6) The following tables summarize the impact of restatements to correct the classification of metal processing costs, to properly record the impact of nickel surcharges on stainless steel inventory and to record the impact of other immaterial miscellaneous adjustments. See Note 2 of the Consolidated Financial Statements included under Item 8 for further discussion. The tables for the first three quarters of 2005 also reflect the impact of the change in method of applying the LIFO inventory costing retroactive to January 1, 2005. The impact on the consolidated statements of operations for the first three quarters of 2005 and the four quarters of 2004 is as follows (in millions, except per share data):

91

RYERSON INC. (formerly Ryerson Tull, Inc.) AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	2005 SUMMARY BY QUARTER
	First Quarter															Second Quarter
	As reported			Restatement adjustment			As restated			Change in accounting			As adjusted			As reported			Restatement adjustment			As restated			Change in accounting			As adjusted
Net sales	$	1,540.0		$	—		$	1,540.0		$	—		$	1,540.0		$	1,520.2		$	—		$	1,520.2		$	—		$	1,520.2
Cost of materials sold		1,271.2			22.5			1,293.7			0.3			1,294.0			1,264.1			21.7			1,285.8			3.1			1,288.9
Gross profit		268.8			(22.5	)		246.3			(0.3	)		246.0			256.1			(21.7	)		234.4			(3.1	)		231.3
Warehousing and delivery		101.8			(22.2	)		79.6			—			79.6			101.7			(21.9	)		79.8			—			79.8
Selling, general and administrative		89.2			(0.4	)		88.8			—			88.8			87.3			(0.3	)		87.0			—			87.0
Restructuring and plant closure costs		2.4			—			2.4			—			2.4			0.6			—			0.6			—			0.6
Operating profit		75.4			0.1			75.5			(0.3	)		75.2			66.5			0.5			67.0			(3.1	)		63.9
Other expense:
Other income and expense, net		1.2			—			1.2			—			1.2			0.5			1.1			1.6			—			1.6
Interest and other expense on debt		(19.4	)		0.2			(19.2	)		—			(19.2	)		(20.6	)		—			(20.6	)		—			(20.6	)
Income (loss) before income taxes		57.2			0.3			57.5			(0.3	)		57.2			46.4			1.6			48.0			(3.1	)		44.9
Provision (benefit) for income taxes		21.8			0.1			21.9			(0.1	)		21.8			19.8			0.6			20.4			(1.2	)		19.2
Net income (loss)		35.4			0.2			35.6			(0.2	)		35.4			26.6			1.0			27.6			(1.9	)		25.7
Dividend requirements for preferred stock		0.1			—			0.1			—			0.1			—			—			—			—			—
Net income (loss) applicable to common stock	$	35.3		$	0.2		$	35.5		$	(0.2	)	$	35.3		$	26.6		$	1.0		$	27.6		$	(1.9	)	$	25.7
Earnings per share of common stock
Basic earnings (loss) per share	$	1.41		$	0.01		$	1.42		$	(0.01	)	$	1.41		$	1.06		$	0.04		$	1.10		$	(0.08	)	$	1.02
Diluted earnings (loss) per share	$	1.37		$	—		$	1.37		$	—		$	1.37		$	1.03		$	0.04		$	1.07		$	(0.08	)	$	0.99

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RYERSON INC. (formerly Ryerson Tull, Inc.) AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	2005 SUMMARY BY QUARTER
	Third Quarter
	As reported			Restatement adjustment			As restated			Change in accounting			As adjusted
Net sales	$	1,416.5		$	—		$	1,416.5		$	—		$	1,416.5
Cost of materials sold		1,177.4			22.8			1,200.2			3.1			1,203.3
Gross profit		239.1			(22.8	)		216.3			(3.1	)		213.2
Warehousing and delivery		101.8			(21.4	)		80.4			—			80.4
Selling, general and administrative		93.5			(0.4	)		93.1			—			93.1
Restructuring and plant closure costs		0.3			—			0.3			—			0.3
Pension curtailment gain		(21.0	)		—			(21.0	)		—			(21.0	)
Gain on sale of assets		(6.6	)		—			(6.6	)		—			(6.6	)
Operating profit		71.1			(1.0	)		70.1			(3.1	)		67.0
Other expense:
Other income and expense, net		1.4			(1.1	)		0.3			—			0.3
Interest and other expense on debt		(19.9	)		—			(19.9	)		—			(19.9	)
Income (loss) before income taxes		52.6			(2.1	)		50.5			(3.1	)		47.4
Provision (benefit) for income taxes		18.7			(0.8	)		17.9			(1.2	)		16.7
Net income (loss)		33.9			(1.3	)		32.6			(1.9	)		30.7
Dividend requirements for preferred stock		0.1			—			0.1			—			0.1
Net income (loss) applicable to common stock	$	33.8		$	(1.3	)	$	32.5		$	(1.9	)	$	30.6
Earnings per share of common stock
Basic earnings (loss) per share	$	1.34		$	(0.05	)	$	1.29		$	(0.07	)	$	1.22
Diluted earnings (loss) per share	$	1.30		$	(0.04	)	$	1.26		$	(0.08	)	$	1.18

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RYERSON INC. (formerly Ryerson Tull, Inc.) AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	2004 SUMMARY BY QUARTER
	First Quarter									Second Quarter									Third Quarter									Fourth Quarter
	As reported			Restatement adjustment			As restated			As reported			Restatement adjustment			As restated			As reported			Restatement adjustment			As restated			As reported			Restatement adjustment			As restated
Net sales	$	704.8		$	—		$	704.8		$	794.7		$	—		$	794.7		$	898.7		$	—		$	898.7		$	903.8		$	—		$	903.8
Cost of materials sold		567.8			16.1			583.9			646.3			16.8			663.1			747.4			18.5			765.9			777.0			20.9			797.9
Gross profit		137.0			(16.1	)		120.9			148.4			(16.8	)		131.6			151.3			(18.5	)		132.8			126.8			(20.9	)		105.9
Warehousing and delivery		59.3			(17.4	)		41.9			61.0			(17.5	)		43.5			63.3			(18.8	)		44.5			66.5			(21.2	)		45.3
Selling, general and administrative		52.8			—			52.8			52.2			—			52.2			56.8			—			56.8			56.5			—			56.5
Restructuring and plant closure costs		—			—			—			0.6			—			0.6			3.0			—			3.0			—			—			—
Gain on sale of assets		—			—			—			(2.3	)		—			(2.3	)		(2.3	)		—			(2.3	)		(1.0	)		—			(1.0	)
Operating profit		24.9			1.3			26.2			36.9			0.7			37.6			30.5			0.3			30.8			4.8			0.3			5.1
Other expense:
Other income and expense, net		—			—			—			—			—			—			—			—			—			0.3			—			0.3
Interest and other expense on debt		(4.9	)		—			(4.9	)		(5.1	)		—			(5.1	)		(6.0	)		—			(6.0	)		(7.8	)		(0.2	)		(8.0	)
Income (loss) before income taxes		20.0			1.3			21.3			31.8			0.7			32.5			24.5			0.3			24.8			(2.7	)		0.1			(2.6	)
Provision (benefit) for income taxes		8.0			0.5			8.5			11.8			0.3			12.1			9.4			0.1			9.5			(3.1	)		—			(3.1	)
Income (loss) from continuing operations		12.0			0.8			12.8			20.0			0.4			20.4			15.1			0.2			15.3			0.4			0.1			0.5
Discontinued operations—Inland Steel Company
Gain on sale (net of tax provision of $3.7)		—			—			—			1.2			—			1.2			2.3			—			2.3			3.5			—			3.5
Net income (loss)		12.0			0.8			12.8			21.2			0.4			21.6			17.4			0.2			17.6			3.9			0.1			4.0
Dividend requirements for preferred stock		0.1			—			0.1			—			—			—			—			—			—			0.1			—			0.1
Net income (loss) applicable to common stock	$	11.9		$	0.8		$	12.7		$	21.2		$	0.4		$	21.6		$	17.4		$	0.2		$	17.6		$	3.8		$	0.1		$	3.9
Earnings per share of common stock
Basic:
Income (loss) from continuing operations	$	0.48		$	0.03		$	0.51		$	0.80		$	0.02		$	0.82		$	0.61		$	—		$	0.61		$	0.01		$	—		$	0.01
Inland Steel Company—gain on sale		—			—			—			0.05			—			0.05			0.09			—			0.09			0.14			—			0.14
Basic earnings (loss) per share	$	0.48		$	0.03		$	0.51		$	0.85		$	0.02		$	0.87		$	0.70		$	—		$	0.70		$	0.15		$	—		$	0.15
Diluted:
Income (loss) from continuing operations	$	0.46		$	0.04		$	0.50		$	0.78		$	0.02		$	0.80		$	0.59		$	0.01		$	0.60		$	0.01		$	—		$	0.01
Inland Steel Company—gain on sale		—			—			—			0.05			—			0.05			0.09			—			0.09			0.13			—			0.13
Diluted earnings (loss) per share	$	0.46		$	0.04		$	0.50		$	0.83		$	0.02		$	0.85		$	0.68		$	0.01		$	0.69		$	0.14		$	—		$	0.14

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RYERSON INC. (formerly Ryerson Tull, Inc.) AND SUBSIDIARY COMPANIES

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

For the Years Ended December 31, 2005, 2004 and 2003

(In millions)

	Provisions for Allowances
Year Ended December 31,	Balance at Beginning of Year		Amount acquired through acquisition		Additions Charged to Income			Deductions from Reserves			Balance at End of Year
2005 Allowance for doubtful accounts	$	14.0	$	6.1	$	7.3		$	(6.4	)(A)	$	21.0
Valuation allowance—deferred tax assets		1.0		—		1.6			(1.6	)		1.0
2004 Allowance for doubtful accounts	$	11.7		—	$	7.4		$	(5.1	)(A)	$	14.0
Valuation allowance—deferred tax assets		5.1		—		(1.9	)		(2.2	)		1.0
2003 Allowance for doubtful accounts	$	9.9		—	$	5.0		$	(3.2	)(A)	$	11.7
Valuation allowance—deferred tax assets		0.6		—		4.5			—			5.1

NOTES:

(A) Bad debts written off during the year

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Restatement of previously issued Consolidated Financial Statements

As described in Note 2 to the consolidated financial statements, the Company identified the following errors in the Company’s previously issued consolidated financial statements: (i) classification of metal processing costs, (ii) the effect of including nickel surcharges in inventory value and other out-of period adjustments, and (iii) other immaterial miscellaneous adjustments. As a result of these errors, the Company has restated its 2004 and 2003 annual consolidated financial statements, the interim consolidated financial statements for each of the 2004 quarters and for each of the first three 2005 quarters.

In connection with the restatement described above, management has concluded that the restatement resulted from the material weakness in the Company’s internal control over financial reporting described below in Management’s Report on Internal Control Over Financial Reporting which also existed as of December 31, 2004. As a result of this material weakness, management has now concluded that the Company’s internal control over financial reporting as of December 31, 2004 was not effective, and that the Chief Executive Officer’s and Chief Financial Officer’s earlier conclusions that our internal control over financial reporting was effective as of December 31, 2004 should no longer be relied upon.

Evaluation of Disclosure Controls and Procedures

The term “disclosure controls and procedures” defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”) refers to the controls and procedures of the Company that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within required time periods. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Our management, with the supervision and participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2005.

Based upon that evaluation and because of the material weakness described below in Management’s Report on Internal Control Over Financial Reporting, the Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2005 the Company’s disclosure controls and procedures were not effective. As a result of this material weakness, the Chief Executive Officer and Chief Financial Officer have further concluded that the Company’s disclosure controls and procedures were also not effective as of December 31, 2004 and December 31, 2003, and that their earlier conclusions that the Company’s disclosure controls and procedures were effective as of those dates should no longer be relied upon.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934), and for performing an assessment of the effectiveness of internal control over financial reporting as of December 31, 2005.

Internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers, and effected by the Company’s Board of

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Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of the Company, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles (“GAAP”), and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2005, based upon criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim consolidated financial statements will not be prevented or detected. Management’s assessment identified the following material weakness in the Company’s internal control over financial reporting as of December 31, 2005. The Company did not maintain effective controls over the completeness, accuracy, valuation and presentation of inventory and related cost of materials sold accounts. Specifically, the Company did not have controls designed and in place over the completeness, accuracy and valuation of inventory in accordance with generally accepted accounting principles and the presentation of processing costs within the Company’s consolidated statements of operations and reinvested earnings. Certain processing costs were classified as warehousing and delivery costs that should have been classified as cost of materials sold. Additionally, the Company did not maintain a sufficient complement of personnel with the appropriate skills, training and experience to ensure complete, accurate and timely evaluation of the selection, application and implementation of generally accepted accounting principles relative to inventory and related cost of materials sold. This control deficiency resulted in the restatement of the Company’s 2004 and 2003 annual consolidated financial statements, the interim consolidated financial statements for each of the 2004 quarters and for each of the first three 2005 quarters, as well as audit adjustments to the fourth quarter of 2005 consolidated financial statements. Additionally, this control deficiency could result in a misstatement of inventory and cost of materials sold that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected. Accordingly, management has determined that this control deficiency constitutes a material weakness.

Based on management’s assessment and because of the material weakness described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2005 based on the criteria established in Internal Control—Integrated Framework issued by the COSO.

Our management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2005 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report included herein.

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Remediation Plan for Material Weakness

We believe the steps described below will remediate the material weakness described above.

During the fourth quarter of 2005, we:

1. augmented our accounting resources by adding an experienced accounting executive with significant SEC reporting experience and GAAP knowledge to help balance the workload;

2. completed the transition and centralization of the accounting function related to the Integris Metals acquisition which will enable better communication and information flow; and

3. continued the upgrade of our information systems capability and consolidation of our multiple information technology operating platforms onto one integrated platform.

During 2006, we will:

1. move toward a more centralized system and database, reducing the workload and the strain on our accounting resources;

2. conduct training of personnel at operating locations to ensure accuracy of inventory records;

3. augment GAAP training for our corporate accounting staff; and

4. put controls in place to ensure that we do not divert our accounting resources to support acquisition or other activities not directly related to accounting until all critical accounting matters have been handled.

Management believes that these measures, when effectively implemented and maintained, will remediate the material weakness discussed above.

Changes in Internal Control Over Financial Reporting

Our management, with the supervision and participation of the Chief Executive Officer and the Chief Financial Officer, has evaluated any changes in the Company’s internal control over financial reporting that occurred during the last fiscal quarter and they have concluded that, except as otherwise discussed above, there have been no changes in the Company’s internal control over financial reporting during the fourth fiscal quarter of 2005 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The information called for by this Item 10 with respect to directors of Ryerson is set forth under the caption “Election of Directors” in Ryerson’s definitive Proxy Statement which will be furnished to stockholders in connection with the Annual Meeting of Stockholders to be held May 9, 2006, and is hereby incorporated by reference herein. The information called for with respect to executive officers of Ryerson is included in Part I of this Annual Report on Form 10-K under the caption “Executive Officers of Registrant.”

The information called for by this Item 10 with respect to the “audit committee financial expert” is set forth under the caption “Committees of the Board of Directors—Audit Committee” in Ryerson’s definitive Proxy Statement which will be furnished to stockholders in connection with the Annual Meeting of Stockholders to be held on May 9, 2006, and is hereby incorporated by reference.

98

The information called for by this Item 10 with respect to compliance with Section 16(a) of the Exchange Act is set forth under the caption “Security Ownership of Directors and Management—Section 16(a) Beneficial Ownership Reporting Compliance” in Ryerson’s definitive Proxy Statement which will be furnished to stockholders in connection with the Annual Meeting of Stockholders to be held on May 9, 2006, and is hereby incorporated by reference.

The information called for by this Item 10 with respect to the Company’s Code of Ethics is set forth under the caption “Corporate Governance—Code of Ethics and Business Conduct” in Ryerson’s definitive Proxy Statement which will be furnished to stockholders in connection with the Annual Meeting of Stockholders to be held on May 9, 2006, and is hereby incorporated by reference.

ITEM 11. EXECUTIVE COMPENSATION.

The information called for by this Item 11 is set forth under the caption “Executive Compensation” in Ryerson’s definitive Proxy Statement which will be furnished to stockholders in connection with the Annual Meeting of Stockholders to be held on May 9, 2006, and is hereby incorporated by reference herein.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The information called for by this Item 12 with respect to the Company’s common stock that may be issued upon the exercise of options under all of the Company’s equity compensation plans is set forth below:

Equity Compensation Plan Information

The following table gives information about the Company’s common stock that may be issued upon the exercise of options under all of the Company’s equity compensation plans as of December 31, 2005.

Plan Category	(a) Number of Shares to be Issued upon Exercise of Outstanding Options, Warrants and Rights	(b) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		(c) Number of Shares Remaining Available for Future Issuance under Equity Compensation Plans, Excluding Shares Reflected in Column (a)
Equity compensation plans approved by security holders	2,763,895	$	14.06	1,074,940	(2)
Equity compensation plans not approved by security holders(1)	97,390	$	11.64	88,565
Total	2,861,285	$	13.98	1,163,505	(3)

(1) The former Ryerson Directors’ 1999 Stock Option Plan was not approved by stockholders. Under that plan, now part of the Ryerson Directors’ Compensation Plan (which was approved by stockholders), at the close of each annual meeting prior to 2005, each non-employee director received a stock option with a value of $20,000 (based on the Black-Scholes option pricing model).

(2) Includes 17,962 shares available for issuance under the Ryerson Directors’ Compensation Plan under which one-half of the non-employee directors’ retainers have been paid in shares of stock and under which a non-employee director may elect to receive the cash portion of the retainer in stock.

(3) All of these shares may be issued as restricted shares as follows: under the Ryerson 2002 Incentive Stock Plan, 1,074,940 shares may be issued as restricted shares, and in the Directors’ Compensation Plan, which includes the Ryerson Directors’ 1999 Stock Option Plan, 88,565 shares may be issued as restricted shares.

The information called for by this Item 12 with respect to security ownership of more than five percent of Ryerson’s common stock and the security ownership of management is set forth under the captions “Additional

99

Information Relating to Voting Securities” and “Security Ownership of Directors and Management” in Ryerson’s definitive Proxy Statement which will be furnished to stockholders in connection with the Annual Meeting of Stockholders scheduled to be held on May 9, 2006, and is hereby incorporated by reference herein.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

None.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The information called for by this Item 14 with respect to principal accountant fees and services is set forth under the caption “Auditor Matters” in Ryerson’s definitive Proxy Statement which will be furnished to stockholders in connection with the Annual Meeting of Stockholders scheduled to be held on May 9, 2006, and is hereby incorporated by reference herein.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

The exhibits required to be filed by Item 601 of Regulation S-K are listed in the Exhibit Index, which is attached hereto, and incorporated by reference herein.

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SIGNATURES

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

RYERSON INC.
By:	/S/    JAY M. GRATZ
	Jay M. Gratz
	Executive Vice President and Chief Executive Officer

Date: March 30, 2006

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Ryerson Inc. and in the capacities and on the dates indicated.

Signature	Title		Date
/S/    NEIL S. NOVICH         Neil S. Novich	Chairman, President and Chief     Executive Officer and Director		March 30, 2006
/S/    JAY M. GRATZ         Jay M. Gratz	Executive Vice President and     Chief Financial Officer     (Principal Financial Officer)		March 30, 2006
/S/    LILY L. MAY         Lily L. May	Vice President, Controller and     Chief Accounting Officer     (Principal Accounting Officer)		March 30, 2006
JAMESON A. BAXTER	Director	) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) )	/S/    JAY M. GRATZ         Jay M. Gratz Attorney-in-fact March 30, 2006
RICHARD G. CLINE	Director
RUSSELL M. FLAUM	Director
JAMES A. HENDERSON	Director
GREGORY P. JOSEFOWICZ	Director
DENNIS J. KELLER	Director
MARTHA MILLER DE LOMBERA	Director
JERRY K. PEARLMAN	Director
ANRÉ D. WILLIAMS	Director

101

EXHIBIT INDEX

Stockholders may obtain a copy of Ryerson Inc.’s Annual Report on Form 10-K for 2005 without charge by making a request in writing to Investor Relations Department 2621 West 15th Place, Chicago Il 60608.

Exhibit Number	Description
2.1	Stock Purchase Agreement dated October 26, 2004 between the Company, Alcoa, Inc. and BHP Billiton for Integris Metals, Inc. (Filed as Exhibit 10.1 to the Company’s to the Company’s Current Report on Form 8-K filed on October 29, 2004 (File No. 1-9117), and incorporated by reference herein.)
3.1	Restated Certificate of Incorporation of Ryerson Inc. (Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 5, 2006 (File No. 1-9117), and incorporated by reference herein.)
3.2	By-Laws, as amended (Filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on January 5, 2006 (File No. 1-9117), and incorporated by reference herein.)
4.1	Rights Agreement as amended and restated as of April 1, 2004, between the Company and The Bank of New York, as Rights Agent. (Filed as Exhibit 4.1 to the Company’s Registration Statement on Form 8-A/A-3 filed on April 1, 2004 (File No. 1-9117), and incorporated by reference herein.)
4.2	Indenture, dated as of July 1, 1996, between the Company and The Bank of New York. (Filed as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1996 (File No. 1-11767), and incorporated by reference herein.)
4.3	First Supplemental Indenture, dated as of February 25, 1999, between the Company and The Bank of New York. (Filed as Exhibit 4.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 1-9117), and incorporated by reference herein.)
4.4	Specimen of 9 1/8% Notes due July 15, 2006. (Filed as Exhibit 4.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 1-9117), and incorporated by reference herein.)
4.5	Registration Rights Agreement dated as of November 10, 2004, between Ryerson, Ryerson Procurement Corporation, J.P. Morgan Securities Inc. and UBS Securities LLC. (Filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on November 10, 2004 (File No. 1-9117), and incorporated by reference herein.)
4.6	Indenture dated as of November 10, 2004, between Ryerson, Ryerson Procurement Corporation and The Bank of New York Trust Company, N.A. (Filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 10, 2004 (File No. 1-9117), and incorporated by reference herein.)
4.7	Specimen of 3.50% Convertible Senior Note due 2024 (Filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on November 10, 2004 (File No. 1-9117), and incorporated by reference herein.)
4.8	Registration Rights Agreement dated as of December 13, 2004, between Ryerson, Ryerson Procurement Corporation, J.P. Morgan Securities Inc. and UBS Securities LLC. (Filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on December 13, 2004 (File No. 1-9117), and incorporated by reference herein.)
4.9	Indenture dated as of on December 13, 2004, between Ryerson, Ryerson Procurement Corporation and The Bank of New York Trust Company, N.A. (Filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 13, 2004 (File No. 1-9117), and incorporated by reference herein.)
4.10	Specimen of 144A 8.25% Senior Note due 2011 (Filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on December 13, 2004 (File No. 1-9117), and incorporated by reference herein.)

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Exhibit Number	Description
4.11	Specimen of Regulation S 8.25% Senior Note due 2011 (Filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on December 13, 2004 (File No. 1-9117), and incorporated by reference herein.)
4.12	Amended and Restated Credit Agreement, dated as of January 4, 2005, among Ryerson Inc., Joseph T. Ryerson & Son, Inc., J. M. Tull Metals Company, Inc., Integris Metals, Inc., Integris Metals Ltd., Ryerson Canada, Inc., the lenders party thereto, JPMorgan Chase Bank, N.A., as General Administrative Agent, Collateral Agent and Swingline Lender, JPMorgan Chase Bank, National Association Toronto Branch, as Canadian Administrative Agent and General Electric Capital Corporation, as Syndication Agent and Co-Collateral Agent. (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 10, 2005 (File No. 1-9117), and incorporated by reference herein.)
4.13	Amendment No. 1 to the Amended and Restated Credit Agreement, dated December 22, 2005 among Ryerson Inc., Joseph T. Ryerson & Son, Inc., Integris Metals Ltd., Ryerson Canada, Inc., the lenders party thereto, JPMorgan Chase Bank, N.A., as General Administrative Agent, Collateral Agent and Swingline Lender, JPMorgan Chase Bank, National Association Toronto Branch, as Canadian Administrative Agent and General Electric Capital Corporation, as Syndication Agent and Co-Collateral Agent. (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 22, 2005 (File No. 1-9117), and incorporated by reference herein.)
4.14	Amended and Restated Guarantee And Security Agreement, dated as of December 20, 2002 and amended and restated as of January 4, 2005 among Ryerson Inc., the U.S. Subsidiaries of Ryerson Inc. and JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank), as Collateral Agent. (Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 10, 2005 (File No. 1-9117), and incorporated by reference herein.)
4.15	Amended and Restated Canadian Guarantee and Security Agreement, made as of January 4, 2005, among Integris Metals Ltd. and Ryerson Canada, Inc., the Canadian Subsidiary Guarantors party thereto, and JPMorgan Chase Bank, N.A. as Collateral Agent. (Filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on January 10, 2005 (File No. 1-9117), and incorporated by reference herein.)
	[The registrant hereby agrees to provide a copy of any other agreement relating to long-term debt at the request of the Commission.]
10.1*	Ryerson Annual Incentive Plan, as amended (Filed as Exhibit A to the Company’s definitive Proxy Statement on Schedule 14A (File No. 1-11767) dated March 5, 2003 that was furnished to stockholders in connection with the annual meeting held April 16, 2003, and incorporated by reference herein.)
10.2*	Ryerson 2002 Incentive Stock Plan, as amended (Filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on January 26, 2006 (File No. 1-9117), and incorporated by reference herein.)
10.3*	Ryerson 1999 Incentive Stock Plan, as amended
10.4*	Ryerson 1996 Incentive Stock Plan, as amended
10.5*	Ryerson 1995 Incentive Stock Plan, as amended
10.6*	Ryerson Supplemental Retirement Plan for Covered Employees, as amended (Filed as Exhibit 10.6 to Company’s Annual Report on Form 10-K for the year ended December 31, 2001 (File No. 1-11767), and incorporated by reference herein.)

* Management contract or compensatory plan or arrangement required to be filed as an exhibit to the Company’s Annual Report on Form 10-K.

103

Exhibit Number	Description
10.7*	Ryerson Nonqualified Savings Plan, as amended
10.8*	Excerpt of Company’s Accident Insurance Policy as related to outside directors insurance
10.9*	Ryerson Directors’ 1999 Stock Option Plan (Filed as Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 1-9117), and incorporated by reference herein.)
10.10*	Amended and Restated Directors’ Compensation Plan (Filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on January 28, 2005 (File No. 1-9117), and incorporated by reference herein.)
10.11*	Severance Agreement dated January 28, 1998, between the Company and Jay M. Gratz. (Filed as Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2002 (File No. 1-9117), and incorporated by reference herein.)
10.12*	Amendment dated November 6, 1998 to the Severance Agreement dated January 28, 1998 referred to in Exhibit 10.13 above between the Company and Jay M. Gratz. (Filed as Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 1-9117), and incorporated by reference herein.)
10.13*	Amendment dated June 30, 2000 to the Severance Agreement dated January 28, 1998 referred to in Exhibit 10.13 between the Company and Jay M. Gratz. (Filed as Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000 (File No. 1-9117), and incorporated by reference herein.)
10.14*	Form of Senior Executive Change in Control Agreement
10.15*	Schedule to Form of Senior Executive Change in Control Agreement referred to in Exhibit 10.14
10.16*	Form of Executive Change in Control Agreement
10.17*	Schedule to Form of Change in Executive Control Agreement referred to in Exhibit 10.16
10.18*	Conformed Employment Agreement dated September 1, 1999 as amended and restated January 1, 2006 between the Company and Jay M. Gratz
10.19*	Conformed Employment Agreement dated September 1, 1999 as amended and restated January 1, 2006 between the Company and Gary J. Niederpruem
10.20*	Conformed Employment Agreement dated December 1, 1999 as amended and restated January 1, 2006 between the Company and Neil S. Novich
10.21*	Conformed Employment Agreement dated as of July 23, 2001 as amended and restated January 1, 2006 between the Company and James M. Delaney
10.22*	Conformed Confidentiality and Non-Competition Agreement dated July 1, 1999 as amended and restated January 1, 2006 between the Company and Stephen E. Makarewicz
10.23*	Form of Indemnification Agreement, dated June 24, 2003, between the Company and the parties listed on the schedule thereto (Filed as Exhibit 10.24 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 (File No. 1-9117), and incorporated by reference herein.)

* Management contract or compensatory plan or arrangement required to be filed as an exhibit to the Company’s Annual Report on Form 10-K.

104

Exhibit Number		Description
10.24	*	Schedule to Form of Indemnification Agreement, dated June 24, 2003 (Filed as Exhibit 10.25 to the Company’s Current Report on Form 8-K filed on October 5, 2004 (File No. 1-9117), and incorporated by reference herein.)
10.25	*	Schedule of special achievement awards to certain named executive officers. (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 28, 2005 (File No. 1-9117), and incorporated by reference herein.)
10.26	*	Form of restricted stock award agreement. (Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 28, 2005 (File No. 1-9117), and incorporated by reference herein.)
10.27	*	Form of 2004 performance award agreement. (Filed as Exhibit 10.31 to the Company’s Annual Report on Form 10-K filed on March 22, 2005 (File No. 1-9117), and incorporated by reference herein.)
10.28	*	Form of 2005 performance award agreement. (Filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on January 28, 2005 (File No. 1-9117), and incorporated by reference herein.)
10.29	*	Form of 2006 performance stock unit award agreement. (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 27, 2006 (File No. 1-9117), and incorporated by reference herein.)
10.30	*	2004 Performance Measures under the Annual Incentive Plan. (Filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on January 28, 2005 (File No. 1-9117), and incorporated by reference herein.)
10.31	*	2005 Performance Measures under the Annual Incentive Plan. (Filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on January 28, 2005 (File No. 1-9117), and incorporated by reference herein.)
10.32	*	2006 Performance Measures under the Annual Incentive Plan. (Filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on January 27, 20066 (File No. 1-9117), and incorporated by reference herein.)
10.33	*	Named Executive Officer Merit Increases effective January 30, 2006. (Filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on January 27, 2006 (File No. 1-9117), and incorporated by reference herein.)
10.34	*	Schedule of special achievement award to certain name executive officer. (Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 27, 2006 (File No. 1-9117), and incorporated by reference herein.)
10.35	*	Director Compensation Summary. (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 22, 2005 (File No. 1-9117), and incorporated by reference herein.)
10.36	*	Form of Option Agreement Under the Ryerson Directors’ Compensation Plan. (Filed as Exhibit 10.37 to the Company’s Annual Report on Form 10-K filed on March 22, 2005 (File No. 1-9117), and incorporated by reference herein.)
18		Letter re Change in Accounting Principles
21		List of Certain Subsidiaries of the Registrant
23		Consent of Independent Registered Public Accounting Firm
24		Powers of Attorney

* Management contract or compensatory plan or arrangement required to be filed as an exhibit to the Company’s Annual Report on Form 10-K.

105

Exhibit Number	Description
31.1	Certificate of the Principal Executive Officer of the Company, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certificate of the Principal Financial Officer of the Company, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Written Statement of Neil S. Novich, Chairman, President and Chief Executive Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Written Statement of Jay M. Gratz, Executive Vice President and Chief Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

106

EX-10.3

Exhibit 10.3

RYERSON 1999 INCENTIVE STOCK PLAN

(as amended through December 31, 2005)

1. Purpose.

The purpose of the Ryerson 1999 Incentive Stock Plan (the “Plan”) is to attract and retain outstanding individuals as officers and key employees of Ryerson Inc. (the “Company”) and its subsidiaries, and to furnish incentives to such individuals through rewards based upon the ownership and performance of the Common Stock (as defined in Section 3). To this end, the Committee hereinafter designated and, in certain circumstances, the Chairman of the Board of the Company (the “Chairman”) or the President of the Company, may grant stock options, stock appreciation rights, restricted stock awards, and performance awards, or combinations thereof, to officers and other key employees of the Company and its subsidiaries, on the terms and subject to the conditions set forth in this Plan. As used in the Plan, the term “RT” shall mean, collectively, the Company and its affiliates, and the term “subsidiary” shall mean (a) any corporation of which the Company owns or controls, directly or indirectly, 50% or more of the outstanding shares of capital stock entitled to vote for the election of directors or (b) any partnership, joint venture, or other business entity in respect of which the Company, directly or indirectly, has comparable ownership or control.

2. Participants.

Participants in the Plan shall consist of: (a) such officers and other key employees of the Company and its subsidiaries as the Committee in its sole discretion may select from time to time to receive stock options, stock appreciation rights, restricted stock awards or performance awards, either singly or in combination, as the Committee may determine in its sole discretion; and (b) if the Committee authorizes the Chairman or the President to make grants or awards of stock options, stock appreciation rights, restricted stock or performance awards, such employees of the Company and its subsidiaries who are not subject to section 16(a) of the Exchange Act as the Chairman or the President shall determine in his or her sole discretion after consultation with the Vice President-Human Resources of the Company. Any director of the Company or any of its subsidiaries who is not also an employee of the Company or any of its subsidiaries shall not be eligible to receive stock options, stock appreciation rights, restricted stock awards or performance awards under the Plan. Notwithstanding any other provision of the Plan, without the approval of the Company’s stockholders, this Section 2 shall not be amended to materially change the class or classes of employees eligible to participate in the Plan.

3. Shares Reserved under the Plan.

Subject to adjustment pursuant to the provisions of Section 11 of the Plan, the maximum number of shares of Common Stock, $1.00 par value per share, of the Company (“Common Stock”) which may be issued pursuant to grants or awards made under the Plan shall not exceed the sum of (1) 1,000,000, and (2) the total number of shares available for issuance under the

Inland 1992 Incentive Stock Plan and the Inland 1995 Incentive Stock Plan (collectively, the “Prior Plans”) as of the effective date of the Plan. No more than 335,000 shares of Common Stock shall be issued pursuant to restricted stock awards and performance awards under the Plan. Notwithstanding any other provision of the Plan, without the approval of the Company’s stockholders, this Section 3 shall not be amended to materially increase the number of shares reserved for issuance under the Plan.

The following restrictions shall apply to all grants and awards under the Plan other than grants and awards which, by their terms, are not intended to comply with the “Performance-Based Exception” (defined below in this Section 3):

(a) the maximum aggregate number of shares of Common Stock that may be granted or awarded under the Plan to any participant under the Plan during any three year period shall be 700,000; and

(b) the maximum aggregate cash payout with respect to grants or awards under the Plan in any fiscal year of the Company to any Named Executive Officer (defined below in this Section 3) shall be $1,000,000.

For purposes of the Plan, “Named Executive Officer” shall mean a participant who is one of the group of “covered employees” as defined in the regulations promulgated under section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) or any successor statute, and “Performance-Based Exception” shall mean the performance-based exception from the deductibility limitations as set forth in Section 162(m) of the Code.

Except to the extent otherwise determined by the Committee, any shares of Common Stock subject to grants or awards under the Plan that terminate by expiration, cancellation or otherwise without the issuance of such shares (including shares underlying a stock appreciation right exercised for stock, to the extent that such underlying shares are not issued), that are settled in cash (to the extent so settled), or, in the case of restricted stock awards, that terminate without vesting, shall become available for future grants and awards under the Plan. Shares of Common Stock to be issued pursuant to grants or awards under the Plan may be authorized and unissued shares of Common Stock, treasury Common Stock, or any combination thereof.

4. Administration of the Plan.

The Plan shall be administered by the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”), which shall consist of two or more persons who constitute “non-employee directors” within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and “outside directors” within the meaning of Treas. Reg. § 1.162-27(e)(3). Subject to the provisions of the Plan, the Committee shall have authority: (a) to determine which employees of the Company and its subsidiaries shall be eligible for participation in the Plan; (b) to select employees to receive grants under the Plan; (c) to determine the form of grant, whether as a stock option, stock

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appreciation right, restricted stock award, performance award or a combination thereof, the number of shares of Common Stock or units subject to the grant, the time and conditions of exercise or vesting, the fair market value of the Common Stock for purposes of the Plan, and all other terms and conditions of any grant and to amend such awards or accelerate the time of exercise or vesting thereof; and (d) to prescribe the form of agreement, certificate or other instrument evidencing the grant. Notwithstanding the foregoing, the Committee, subject to the terms and conditions of the Plan, may delegate to the Chairman or the President of the Company, if such individual is then serving as a member of the Board, the authority to act as a subcommittee of the Committee for purposes of making grants or awards of stock options, stock appreciation rights, restricted stock or performance awards, not to exceed such number of shares as the Committee shall designate annually, to such employees of the Company and its subsidiaries who are not subject to section 16(a) of the Exchange Act as the Chairman or the President shall determine in his or her sole discretion after consultation with the Vice President-Human Resources of the Company, and the Chairman or the President, as applicable, shall have the authority and duties of the Committee with respect to such grants. The Committee shall also have authority to interpret the Plan and to establish, amend and rescind rules and regulations for the administration of the Plan, and all such interpretations, rules and regulations shall be conclusive and binding on all persons. Notwithstanding any other provision of the Plan, without the approval of the Company’s stockholders, in no event shall the Committee (1) reprice any stock options awarded under the Plan by lowering the option price of a previously granted stock option or by cancellation of outstanding stock options with subsequent replacement or regrant of stock options with lower option prices, (2) materially modify the terms of any restricted stock award under the Plan or any performance award under the Plan that consists of Common Stock, including the lapse or waiver of restrictions with respect to such awards, except (i) in the case of death, physical or mental incapacity, retirement on or after the normal retirement date provided for in and pursuant to any pension plan of the Company or any affiliate of the Company in effect at the time of such retirement, early retirement (with the consent of the Committee) provided for in and pursuant to any such pension plan, or a Change in Control (as defined in paragraph 12(b)), or (ii) to the extent the shares of Common Stock which are subject to such modified awards do not exceed, in the aggregate, 10 percent of the shares of Common Stock reserved for issuance under the Plan, or (3) make any form of grant under the Plan that is not provided for herein.

5. Effective Date of Plan.

The Plan shall be effective upon approval by the stockholder(s) of the Company.

6. Stock Options.

(a) Grants. Subject to the terms of the Plan, options to purchase shares of Common Stock, including “incentive stock options” within the meaning of Section 422 of the Code, may be granted from time to time to such officers and other key employees of the Company and its subsidiaries as may be selected by the Committee. Each grant of an option under the Plan may designate whether the option is intended to be an incentive stock option or a “nonqualified” stock option. Any option not so designated shall be deemed to be a “nonqualified” stock option.

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(b) Terms of Options. An option shall be exercisable in whole or in such installments and at such times as may be determined by the Committee in its sole discretion, provided that no option shall be exercisable more than ten years after the date of grant. The per share option price shall not be less than the greater of par value or 100% of the fair market value of a share of Common Stock on the date the option is granted. Upon exercise, the option price may be paid in cash, in shares of Common Stock having a fair market value equal to the option price which have been owned by the Participant for at least 6 months prior thereto, or in a combination thereof. The Committee may also allow the cashless exercise of options by holders thereof, as permitted under regulations promulgated by the Board of Governors of the Federal Reserve System, subject to any applicable restrictions necessary to comply with rules adopted by the Security and Exchange Commission, and the exercise of options by holders thereof by any other means that the Committee determines to be consistent with the Plan’s purpose and applicable law, including loans, with or without interest, made by the Company to the holder thereof.

(c) Restrictions Relating to Incentive Stock Options. To the extent required by the Code, the aggregate fair market value (determined as of the time the option is granted) of the Common Stock with respect to which incentive stock options are exercisable for the first time by an employee during any calendar year (under the Plan or any other plan of the Company or any of its subsidiaries) shall not exceed $100,000.

(d) Termination of Employment. If an optionee ceases to be employed by the Company or any of its affiliates by reason of (i) death, (ii) physical or mental incapacity, (iii) retirement on or after the normal retirement date provided for in and pursuant to any pension plan of the Company or any affiliate of the Company in effect at the time of such retirement, or (iv) early retirement (with the consent of the Committee) provided for in and pursuant to any such pension plan, any option held by such optionee may be exercised, with respect to all or any part of the Common Stock as to which such option was not theretofore exercised (whether or not such option was otherwise then exercisable), for such period from and after the date of such cessation of employment (not extending, however, beyond the date of expiration of such option) as the Committee may determine at the time of the grant or at any time thereafter. If an optionee ceases to be employed by the Company and any of its affiliates for any reason other than a reason set forth in the immediately preceding sentence, any option granted to such optionee may be exercised for a period ending on the 30th day following the date of such cessation of employment or the date of expiration of such option, whichever first occurs, but only with respect to that number of shares of Common Stock for which such option was exercisable immediately prior to the date of cessation of employment, except as otherwise determined by the Committee at the time of grant or any time thereafter.

(e) Additional Terms and Conditions. The agreement or instrument evidencing the grant of a stock option may contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Committee in its sole discretion.

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7. Stock Appreciation Rights.

(a) Grants. Subject to the terms of the Plan, rights entitling the grantee to receive cash or shares of Common Stock having a fair market value equal to the appreciation in market value of a stated number of shares of such Common Stock from the date of the grant to the date of exercise, or, in the case of rights granted in tandem with or by reference to a stock option granted prior to the grant of such rights, from the date of grant of such related stock option to the date of exercise, may be granted from time to time to such officers and other key employees of the Company and its affiliates as may be selected by the Committee.

(b) Terms of Grant. Such rights may be granted in tandem with or by reference to a related stock option, in which event the grantee may elect to exercise either the stock option or the right, but not both, as to the shares subject to the stock option and the right, or the right may be granted independently of a stock option. Rights granted in tandem with or by reference to a related stock option shall, except as provided at the time of grant, be exercisable to the extent, and only to the extent, that the related option is exercisable. Rights granted independently of a stock option shall be exercisable in whole or in such installments and at such times as may be determined by the Committee, provided that no right shall be exercisable more than ten years after the date of grant. Further, in the event that any employee to whom rights are granted independently of a stock option ceases to be an employee of the Company and its affiliates, such rights shall be exercisable only to the extent and upon the conditions that stock options are exercisable in accordance with the provisions of paragraph (d) of Section 6 of the Plan. The Committee may at the time of the grant or at any time thereafter impose such additional terms and conditions on the exercise of stock appreciation rights as it deems necessary or desirable for any reason, including for compliance with Section 16(a) or Section 16(b) of the Exchange Act and the rules and regulations thereunder.

(c) Payment on Exercise. Upon exercise of a stock appreciation right, the holder shall be paid the excess of the then fair market value of the number of shares of Common Stock to which the right relates over the fair market value of such number of shares at the date of grant of the right or of the related stock option, as the case may be. Such excess shall be paid in cash or in shares of Common Stock having a fair market value equal to such excess, or in such combination thereof, as may be provided in the grant of such right (which may permit the holder to elect between cash and Common Stock or to elect a combination thereof), or, if no such provision is made in the grant, as the Committee shall determine upon exercise of the right, provided, in any event, that the holder shall be paid cash in lieu of any fractional share of Common Stock to which such holder would otherwise be entitled.

(d) Additional Terms and Conditions. The agreement or instrument evidencing the grant of stock appreciation rights may contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Committee in its sole discretion.

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8. Restricted Stock Awards.

Subject to the terms of the Plan, restricted stock awards consisting of shares of Common Stock may be made from time to time to such officers and other key employees of the Company and its affiliates as may be selected by the Committee, provided that any such employee (except an employee whose terms of employment include the granting of a restricted stock award) shall have been employed by the Company or any of its affiliates for at least six months. Such awards shall be contingent on the employee’s continuing employment with the Company or its affiliates for a period to be specified in the award (which shall not be more than ten years from the date of award) and shall be subject to such additional terms and conditions as the Committee in its sole discretion deems appropriate, including, but not by way of limitation, requirements relating to satisfaction of performance measures and restrictions on the sale or other disposition of such shares during the restriction period. Except as otherwise determined by the Committee at the time of the award, the holder of a restricted stock award shall have the right to vote the restricted shares and to receive dividends thereon, unless and until such shares are forfeited. Notwithstanding the foregoing provisions of this Section 8, any restricted stock award which is not subject to satisfaction of performance measures shall be subject to the employee’s continuing employment with the Company or its affiliates for a period of not less than three years from the date of grant and any restricted stock award which is subject to satisfaction of performance measures shall be subject to the employee’s continuing employment with the Company or its affiliates for a period of not less than one year from the date of grant; provided, however, that this sentence shall not apply to the extent the restricted stock awards are approved by the Company’s stockholders or to the extent the restricted stock awards made under the Plan which do not conform to the foregoing provisions of this sentence (when aggregated with any performance awards which do not conform to the provisions of the last sentence of paragraph 9(a)) do not exceed 10 percent of the shares of Common Stock reserved for issuance under the Plan.

9. Performance Awards

(a) Awards. Performance awards consisting of (i) shares of Common Stock, (ii) monetary units or (iii) units which are expressed in terms of shares of Common Stock may be made from time to time to such officers and other key employees of the Company and its affiliates as may be selected by the Committee. Subject to the provisions of Section 12 below, such awards shall be contingent on the achievement over a period of not more than ten years of such corporate, division, subsidiary, group or other measures and goals as shall be established by the Committee. Subject to the provisions of Sections 10 and 12 below, such measures and goals may be revised by the Committee at any time and/or from time to time during the performance period. Except as may otherwise be determined by the Committee at the time of the award or at any time thereafter, a performance award shall terminate if the grantee of the award does not remain continuously in the employ of the Company or its affiliates at all times during the applicable performance period. Notwithstanding the foregoing provisions of this paragraph 9(a) any performance award that consists of Common Stock shall be subject to the employee’s continuing employment with the Company or its affiliates for a period of not less than one year from the date of grant; provided, however, that this sentence shall not apply to the extent the

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performance awards are approved by the Company’s stockholders or to the extent the performance awards consisting of Common Stock made under the Plan which do not conform to the provisions of this sentence (when aggregated with any restricted stock awards which do not conform to the provisions of the last sentence of Section 8) do not exceed 10 percent of the shares of Common Stock reserved for issuance under the Plan.

(b) Rights with Respect to Shares and Share Units. If a performance award consists of shares of Common Stock or units which are expressed in terms of shares of such Common Stock, amounts equal to dividends otherwise payable on a like number of shares may, if the award so provides, be converted into additional such shares (to the extent that shares are then available for issuance under the Plan) or credited as additional units and paid to the participant if and when, and to the extent that, payment is made pursuant to such award.

(c) Payment. Payment of a performance award following the end of the performance period, if such award consists of monetary units or units expressed in terms of shares of Common Stock, may be made in cash, shares of Common Stock, or a combination thereof, as determined by the Committee. Any payment made in Common Stock shall be based on the fair market value of such stock on the payment date.

10. Performance Measures Applicable to Awards to Named Executive Officers

Unless and until the Committee proposes for stockholder vote a change in the general performance measures set forth in this Section 10, the attainment of which may determine the degree of payout or vesting with respect to awards under the Plan which are designed to qualify for the Performance-Based Exception, the performance measure(s) to be used for purposes of such awards shall be chosen from among the following alternatives: safety (including, but not limited to, total injury frequency, lost workday rates or cases, medical treatment cases and fatalities); quality control (including, but not limited to, critical product characteristics and defects); cost control (including, but not limited to, cost as a percentage of sales); capital structure (including, but not limited to, debt and equity levels, debt-to-equity ratios, and debt-to total-capitalization ratios); inventory turnover; customer performance or satisfaction; revenue measures (including, but not limited to gross revenues and revenue growth); net income; conformity to cash flow plans; return measures (including, but not limited to, return on investment assets or capital); operating profit to operating assets; share price measures (including, but not limited to, fair market value of shares, growth measures, and total shareholder return); working capital measures; operating earnings (before or after taxes); economic value added, cash value added; and cash flow return on investment.

The Committee shall have the discretion to establish performance goals based upon the foregoing performance measures and to adjust such goals and the methodology used to measure the determination of the degree of attainment of such goals; provided, however, that awards under the Plan that are intended to qualify for the Performance-Based Exception and that are issued to or held by Named Executive Officers may not be adjusted in a manner that increases such award. The Committee shall retain the discretion to adjust such awards in a manner that

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does not increase such awards. Furthermore, the Committee shall not make any adjustment to awards under the Plan issued to or held by Named Executive Officers that are intended to comply with the Performance-Based Exception if the result of such adjustment would be the disqualification of such award under the Performance-Based Exception.

In the event that applicable laws change to permit the Committee greater discretion to amend or replace the foregoing performance measures applicable to awards to Named Executive Officers without obtaining stockholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining such approval. In addition, in the event that the Committee determines that it is advisable to grant awards under the Plan to Named Executive Officers that may not qualify for the Performance-Based Exception, the Committee may make such grants upon any performance measures it deems appropriate with the understanding that they may not satisfy the requirements of Section 162(m) of the Code.

11. Adjustments for Changes in Capitalization, Etc.

Subject to the provisions of Section 12 herein, in the event of any change in corporate capitalization, such as a stock split, reverse stock split, stock dividend, or a corporate transaction, such as a merger, consolidation, or separation, including a spin-off, or other distribution of stock or property of the Company or its affiliates (other than normal cash dividends), any reorganization (whether or not such reorganization comes within the definition of such term in Code Section 368) or any partial or complete liquidation of the Company or its affiliates, such adjustment shall be made in the number and class of shares which may be delivered under Section 3 (including the number of shares referred to in the last sentence of the first paragraph of Section 3 and in subparagraph (a) of the second paragraph of Section 3), and in the number and class of and/or price of shares subject to outstanding grants or awards under the Plan, as may be determined to be appropriate and equitable by the Committee, in its sole discretion, to prevent dilution or enlargement of rights; provided, however, that the number of shares subject to any grants or awards under the Plan shall always be a whole number.

12. Effect of Change in Control.

(a) Acceleration of Benefits. Subject to the following sentence and the terms of any agreement evidencing the terms of any award under the Plan, in the event of a “Change in Control” as defined in paragraph (b) of this Section 12, (i) at the election of the holder filed in such form and in such manner and time as the Committee shall provide, the value of all outstanding stock options, stock appreciation rights and restricted stock awards (whether or not then fully exercisable or vested) shall be settled on the basis of the “Change in Control Price” (as defined in paragraph (c) of this Section 12) as of the date the Change in Control occurs, provided, however, that the Committee may provide for the immediate vesting instead of the cashing out of restricted stock awards in such circumstances as it deems appropriate and, provided further, that the form of such settlement shall be determined by the Committee in its sole discretion; and (ii) all outstanding performance awards shall be cashed out in such manner and in such amount or amounts as determined by the Committee in its sole discretion.

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(b) Change in Control. For purposes of this Section 12, a Change in Control means the happening of any of the following:

(i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than (w) RT, (x) a trustee or other fiduciary holding securities under an employee benefit plan of RT, (y) an underwriter temporarily holding securities pursuant to an offering of such securities, or (z) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of voting securities of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its affiliates) representing 20% or more of the combined voting power of the Company’s then outstanding securities;

(ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clauses (i), (iii) or (iv) of this paragraph (b)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved cease for any reason to constitute a majority thereof;

(iii) there occurs a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of RT, at least 60% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person acquires more than 50% of the combined voting power of the Company’s then outstanding securities; or

(iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

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A Change in Control shall also be deemed to occur with respect to any Participant for purposes of the Plan if there occurs:

(1) a sale or disposition, directly or indirectly, other than to a person described in subclause (w), (x) or (z) of clause (i) next above, of securities of the Participant’s employer, any direct or indirect parent company of the Participant’s employer or any company that is a subsidiary of the Participant’s employer and is also a significant subsidiary (as defined below) of the Company (the Participant’s employer and such a parent or subsidiary being a “Related Company”), representing 50% or more of the combined voting power of the securities of such Related Company then outstanding;

(2) a merger or consolidation of a Related Company with any other corporation, other than a merger or consolidation which would result in 50% or more of the combined voting power of the surviving company being beneficially owned by a majority owned direct or indirect subsidiary of the Company; or

(3) the sale or disposition of all or substantially all the assets of a Related Company to a person other than a majority owned direct or indirect subsidiary of the Company.

Notwithstanding the foregoing, no Change in Control shall be deemed to have occurred with respect to a Participant for purposes of the Plan if (I) such transaction includes or involves a sale to the public or a distribution to the stockholders of the Company of more than 50% of the voting securities of the Participant’s employer or a direct or indirect parent of the Participant’s employer, and (II) the Participant’s employer or a direct or indirect parent of the Participant’s employer agrees to become a successor to the Company under an individual agreement between the Company and the Participant or the Participant is covered by an agreement providing for benefits upon a change in control of his or her employer following an event described clauses (1), (2) or (3) next above. Notwithstanding any other provision of this Agreement, a merger or consolidation of the Company with and into Inland Steel Industries, Inc. (“ISI”) (or any subsidiary of ISI) (regardless of whether or not the Company or ISI is the surviving entity) shall not be considered a change in control of the Company for purposes of the Plan. For purposes of the Plan, the term “significant subsidiary” has the meaning given to such term under Rule 405 of the Security Act of 1933, as amended.

(c) Change in Control Price. For purposes of this Section 12, Change in Control Price means:

(i) with respect to a Change in Control by reason of a merger or consolidation of the Company described in paragraph (b)(iii) of this Section 12 in which the consideration per share of Common Stock to be paid for the acquisition of shares of Common Stock specified in the agreement of merger or consolidation is all in cash, the highest such consideration per share;

(ii) with respect to a Change in Control by reason of an acquisition of securities described in paragraph (b)(i) of this Section 12, the highest price per share for any share of the Common Stock paid by any holder of any of the securities representing 40% or more of the combined voting power of the Company giving rise to the Change in Control; and

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(iii) with respect to a Change in Control by reason of a merger or consolidation of the Company (other than a merger or consolidation described in paragraph (b)(iii) of this Section or a change in the composition of the Board of Directors described in paragraph (b)(ii) of this Section 12, or stockholder approval of an agreement or plan described in paragraph (b)(iv) of this Section 12 the highest price per share of Common Stock reported on the Composite Transactions (or, if such shares are not traded on the New York Stock Exchange, such other principal market on which such shares are traded) during the sixty-day period ending on the date the Change in Control occurs, except that, in the case of incentive stock options and stock appreciation rights relating to incentive stock options, the holder may not receive an amount in excess of the maximum amount that will enable such option to continue to qualify as an incentive stock option.

13. Amendment and Termination of Plan.

The Plan may be amended or terminated by the Board at any time and in any respect, provided that, without the approval of the Company’s stockholders, no such amendment (other than pursuant to Section 11 of the Plan) shall be made for which stockholder approval is necessary to comply with any applicable tax or regulatory requirement, including for these purposes any approval requirement which is a prerequisite for exemptive relief under Section 16(b) of the Exchange Act, and provided that no such amendment or termination shall impair the rights of any participant, without his or her consent, in any award previously granted under the Plan, unless required by law. In the event of termination of the Plan, no further grants may be made under the Plan but termination shall not affect the rights of any participant under, or the authority of the Committee with respect to, any grants or awards made prior to termination. Notwithstanding any other provision of the Plan, without the approval of the Company’s stockholders, the Board shall not adopt any amendment to the Plan which makes changes to the Plan that are so material that the focus of the Plan is changed, including amending the Plan to provide for a form of grant not presently available under the Plan, as determined in the reasonable judgment of the Board.

14. Prior Plans.

Upon the effectiveness of this Plan, no further grants shall be made under the Prior Plans. The discontinuance of the Prior Plans shall not affect the rights of any participant under, or the authority of the Committee (therein referred to) with respect to, any grants or awards made thereunder prior to such discontinuance.

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15. Miscellaneous.

(a) No Right to a Grant. Neither the adoption of the Plan nor any action of the Board or of the Committee shall be deemed to give any employee any right to be selected as a participant or to be granted a stock option, stock appreciation right, restricted stock award or performance award.

(b) Rights as Stockholders. No person shall have any rights as a stockholder of the Company with respect to any shares covered by a stock option, stock appreciation right, or performance award until the date of the issuance of a stock certificate to such person pursuant to such stock option, right or award.

(c) Employment. Nothing contained in this Plan shall be deemed to confer upon any employee any right of continued employment with the Company or any of its affiliates or to limit or diminish in any way the right of the Company or any such affiliate to terminate his or her employment at any time with or without cause.

(d) Taxes. The Company shall be entitled to deduct from any payment under the Plan the amount of any tax required by law to be withheld with respect to such payment or may require any participant to pay such amount to the Company prior to and as a condition of making such payment. In addition, the Committee may, in its discretion and subject to such rules as it may adopt from time to time, permit a participant to elect to have the Company withhold from any payment under the Plan (or to have the Company accept from the participant), for tax withholding purposes, shares of Common Stock, valued at their fair market value, but in no event shall the fair market value of the number of shares so withheld (or accepted) exceed the amount necessary to meet the maximum Federal, state and local marginal tax rates then in effect that are applicable to the participant and to the particular transaction.

(e) Nontransferability. Except as permitted by the Committee, no stock option, stock appreciation right, restricted stock award or performance award shall be transferable except by will or the laws of descent and distribution, and, during the holder’s lifetime, stock options and stock appreciation rights shall be exercisable only by, and shares subject to restricted stock awards and payments pursuant to performance awards shall be delivered or made only to, such holder or such holder’s duly appointed legal representative.

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EX-10.4

Exhibit 10.4

RYERSON 1996 INCENTIVE STOCK PLAN

(As Amended through December 31, 2005)

1. Purpose.

The purpose of the Ryerson 1996 Incentive Stock Plan (the “Plan”) is to attract and retain outstanding individuals as officers and key employees of Ryerson Inc. (the “Company”) and its subsidiaries, and to furnish incentives to such individuals through rewards based upon the ownership and performance of the Common Stock (as defined in Section 3). To this end, the Committee hereinafter designated and, in certain circumstances, the Chairman of the Board of the Company (the “Chairman”) or the President of the Company, may grant stock options, stock appreciation rights, restricted stock awards, and performance awards, or combinations thereof, to officers and other key employees of the Company and its subsidiaries, on the terms and subject to the conditions set forth in this Plan.

2. Participants.

Participants in the Plan shall consist of: (i) such officers and other key employees of the Company and its subsidiaries as the Committee in its sole discretion may select from time to time to receive stock options, stock appreciation rights, restricted stock awards or performance awards, either singly or in combination, as the Committee may determine in its sole discretion; and (ii) if the Committee authorizes the Chairman or the President to make grants or awards of stock options, stock appreciation rights, restricted stock or performance awards, such employees of the Company and its subsidiaries who are not subject to section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as the Chairman or the President shall determine in his or her sole discretion after consultation with the Vice President-Human Resources of the Company. Individuals who receive awards of Substitute Options and Substitute Restricted Stock pursuant to Section 14 shall also be Participants in the Plan. Any director of the Company or any of its subsidiaries who is not also an employee of the Company or any of its subsidiaries shall not be eligible to receive stock options, stock appreciation rights, restricted stock awards or performance awards under the Plan. As used in the Plan, the term “subsidiary” means (a) any corporation of which the Company owns or controls, directly or indirectly, 50% or more of the outstanding shares of capital stock entitled to vote for the election of directors or (b) any partnership, joint venture, or other business entity in respect of which the Company, directly or indirectly, has comparable ownership or control.

3. Shares Reserved under the Plan.

Subject to adjustment pursuant to the provisions of Section 11 of the Plan, the maximum number of shares of Class A Common Stock, $1.00 par value per share, of the Company (“Common Stock”) which may be issued pursuant to grants or awards made under the Plan shall not exceed 2,300,000. No more than 800,000 shares of Common Stock shall be issued pursuant to restricted stock awards and performance awards under the Plan.

The following restrictions shall apply to all grants and awards under the Plan other than grants and awards which by their terms are not intended to comply with the “Performance-Based Exception” (defined below in this Section 3):

(a) the maximum aggregate number of shares of Common Stock that may be granted or awarded under the Plan to any participant under the Plan during any three year period shall be 1,500,000; and

(b) the maximum aggregate cash payout with respect to grants or awards under the Plan in any fiscal year of the Company to any Named Executive Officer (defined below in this Section 3) shall be $1,000,000.

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For purposes of the Plan, “Named Executive Officer” shall mean a participant who is one of the group of “covered employees” as defined in the regulations promulgated under section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) or any successor statute, and “Performance-Based Exception” shall mean the performance-based exception from the deductibility limitations as set forth in Section 162(m) of the Code.

Except to the extent otherwise determined by the Committee, any shares of Common Stock subject to grants or awards under the Plan that terminate by expiration, cancellation or otherwise without the issuance of such shares (including shares underlying a stock appreciation right exercised for stock, to the extent that such underlying shares are not issued), that are settled in cash (to the extent so settled), or, in the case of restricted stock awards, that terminate without vesting, shall become available for future grants and awards under the Plan. Shares of Common Stock to be issued pursuant to grants or awards under the Plan may be authorized and unissued shares of Common Stock, treasury Common Stock, or any combination thereof.

4. Administration of the Plan.

The Plan shall be administered by the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”). To the extent necessary to comply with the exemption provided by rule 16b-3 under the Exchange Act or any successor rule (“Rule 16b-3”), each member of the Committee shall be a “non-employee director” within the meaning of Rule 16b-3. Subject to the provisions of the Plan, the Committee shall have authority: (i) to determine which employees of the Company and its subsidiaries shall be eligible for participation in the Plan; (ii) to select employees to receive grants under the Plan; (iii) to determine the form of grant, whether as a stock option, stock appreciation right, restricted stock award, performance award or a combination thereof, the number of shares of Common Stock or units subject to the grant, the time and conditions of exercise or vesting, the fair market value of the Common Stock for purposes of the Plan, and all other terms and conditions of any grant and to amend such awards or accelerate the time of exercise or vesting thereof; and (iv) to prescribe the form of agreement, certificate or other instrument evidencing the grant. Notwithstanding the foregoing, the Committee, subject to the terms and conditions of the Plan, may delegate to the Chairman or the President of the Company, if such individual is then serving as a member of the Board, the authority to act as a subcommittee of the Committee for purposes of making grants or awards of stock options, stock appreciation rights, restricted stock or performance awards, not to exceed such number of shares as the Committee shall designate annually, to such employees of the Company and its subsidiaries who are not subject to section 16(a) of the Exchange Act as the Chairman or the President shall determine in his or her sole discretion after consultation with the Vice President-Human Resources of the Company, and the Chairman or the President, as applicable, shall have the authority and duties of the Committee with respect to such grants.

The Committee shall also have authority to interpret the Plan and to establish, amend and rescind rules and regulations for the administration of the Plan, and all such interpretations, rules and regulations shall be conclusive and binding on all persons.

5. Effective Date of Plan.

The Plan shall be effective upon approval by the stockholder(s) of the Company.

6. Stock Options.

(a) Grants. Subject to the terms of the Plan, options to purchase shares of Common Stock, including “incentive stock options” within the meaning of Section 422 of the Code, may be granted from time to time to such officers and other key employees of the Company and its subsidiaries as may be selected by the Committee. Each grant of an option under the Plan may designate whether the option is intended to be an incentive stock option or a “nonqualified” stock option. Any option not so designated shall be deemed to be a “nonqualified” stock option.

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(b) Terms of Options. An option shall be exercisable in whole or in such installments and at such times as may be determined by the Committee in its sole discretion, provided that no option shall be exercisable less than six months or more than ten years after the date of grant (except in the case of death or physical or mental incapacity). The per share option price shall not be less than the greater of par value or 100% of the fair market value of a share of Common Stock on the date the option is granted. Upon exercise, the option price may be paid in cash, in shares of Common Stock having a fair market value equal to the option price which have been owned by the Participant for at least 6 months prior thereto, or in a combination thereof. The Committee may also allow the cashless exercise of options by holders thereof, as permitted under regulations promulgated by the Board of Governors of the Federal Reserve System, subject to any applicable restrictions necessary to comply with rules adopted by the Securities and Exchange Commission, and the exercise of options by holders thereof by any other means that the Committee determines to be consistent with the Plan’s purpose and applicable law, including loans, with or without interest, made by the Company to the holder thereof.

(c) Restrictions Relating to Incentive Stock Options. To the extent required by the Code, the aggregate fair market value (determined as of the time the option is granted) of the Common Stock with respect to which incentive stock options are exercisable for the first time by an employee during any calendar year (under the Plan or any other plan of the Company or any of its subsidiaries) shall not exceed $100,000.

(d) Termination of Employment. If an optionee ceases to be employed by the Company or any of its subsidiaries by reason of (i) death, (ii) physical or mental incapacity, (iii) retirement on or after the normal retirement date provided for in and pursuant to any pension plan of the Company or any subsidiary of the Company in effect at the time of such retirement, or (iv) early retirement (with the consent of the Committee) provided for in and pursuant to any such pension plan, any option held by such optionee may be exercised, with respect to all or any part of the Common Stock as to which such option was not theretofore exercised (whether or not such option was otherwise then exercisable), for such period from and after the date of such cessation of employment (not extending, however, beyond the date of expiration of such option) as the Committee may determine at the time of the grant or at any time thereafter. If an optionee ceases to be employed by the Company and any of its subsidiaries for any reason other than a reason set forth in the immediately preceding sentence, any option granted to such optionee may be exercised for a period ending on the 30th day following the date of such cessation of employment or the date of expiration of such option, whichever first occurs, but only with respect to that number of shares of Common Stock for which such option was exercisable immediately prior to the date of cessation of employment, except as otherwise determined by the Committee at the time of grant or any time thereafter.

(e) Additional Terms and Conditions. The agreement or instrument evidencing the grant of a stock option may contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Committee in its sole discretion.

7. Stock Appreciation Rights.

(a) Grants. Subject to the terms of the Plan, rights entitling the grantee to receive cash or shares of Common Stock having a fair market value equal to the appreciation in market value of a stated number of shares of such Common Stock from the date of the grant to the date of exercise, or, in the case of rights granted in tandem with or by reference to a stock option granted prior to the grant of such rights, from the date of grant of such related stock option to the date of exercise, may be granted from time to time to such officers and other key employees of the Company and its subsidiaries as may be selected by the Committee.

(b) Terms of Grant. Such rights may be granted in tandem with or by reference to a related stock option, in which event the grantee may elect to exercise either the stock option or the right, but not both, as to

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the shares subject to the stock option and the right, or the right may be granted independently of a stock option. Rights granted in tandem with or by reference to a related stock option shall, except as provided at the time of grant, be exercisable to the extent, and only to the extent, that the related option is exercisable, provided that no such right (except in the case of death or physical or mental incapacity) shall be exercisable prior to the expiration of six months following the date the right is granted. Rights granted independently of a stock option shall be exercisable in whole or in such installments and at such times as may be determined by the Committee, provided that no right (except in the case of death or physical or mental incapacity) shall be exercisable less than six months or more than ten years after the date of grant. Further, in the event that any employee to whom rights are granted independently of a stock option ceases to be an employee of the Company and its subsidiaries, such rights shall be exercisable only to the extent and upon the conditions that stock options are exercisable in accordance with the provisions of paragraph (d) of Section 6 of the Plan. The Committee may at the time of the grant or at any time thereafter impose such additional terms and conditions on the exercise of stock appreciation rights as it deems necessary or desirable for any reason, including for compliance with Section 16(a) or Section 16(b) of the Exchange Act and the rules and regulations thereunder.

(c) Payment on Exercise. Upon exercise of a stock appreciation right, the holder shall be paid the excess of the then fair market value of the number of shares of Common Stock to which the right relates over the fair market value of such number of shares at the date of grant of the right or of the related stock option, as the case may be. Such excess shall be paid in cash or in shares of Common Stock having a fair market value equal to such excess, or in such combination thereof, as may be provided in the grant of such right (which may permit the holder to elect between cash and Common Stock or to elect a combination thereof), or, if no such provision is made in the grant, as the Committee shall determine upon exercise of the right, provided, in any event, that the holder shall be paid cash in lieu of any fractional share of Common Stock to which such holder would otherwise be entitled.

(d) Additional Terms and Conditions. The agreement or instrument evidencing the grant of stock appreciation rights may contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Committee in its sole discretion.

8. Restricted Stock Awards.

Subject to the terms of the Plan, restricted stock awards consisting of shares of Common Stock may be made from time to time to such officers and other key employees of the Company and its subsidiaries as may be selected by the Committee, provided that any such employee (except an employee whose terms of employment include the granting of a restricted stock award) shall have been employed by the Company or any of its subsidiaries for at least six months. Such awards shall be contingent on the employee’s continuing employment with the Company or its subsidiaries for a period to be specified in the award, which (except in the case of death or physical or mental incapacity) shall not be less than six months or more than ten years from the date of award, and shall be subject to such additional terms and conditions as the Committee in its sole discretion deems appropriate, including, but not by way of limitation, restrictions on the sale or other disposition of such shares during the restriction period. Except as otherwise determined by the Committee at the time of the award, the holder of a restricted stock award shall have the right to vote the restricted shares and to receive dividends thereon, unless and until such shares are forfeited.

9. Performance Awards.

(a) Awards. Performance awards consisting of (i) shares of Common Stock, (ii) monetary units or (iii) units which are expressed in terms of shares of Common Stock may be made from time to time to such officers and other key employees of the Company and its subsidiaries as may be selected by the Committee. Subject to the provisions of Section 12 below, such awards shall be contingent on the achievement over a period of not less than six months or more than ten years of such corporate, division, subsidiary, group or other measures and goals as shall be established by the Committee. Subject to the provisions of Section 12 below, such measures and goals may be revised by the Committee at any time from time to time during the

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performance period. Except as may otherwise be determined by the Committee at the time of the award or at any time thereafter, a performance award shall terminate if the grantee of the award does not remain continuously in the employ of the Company or its subsidiaries at all times during the applicable performance period.

(b) Rights with Respect to Shares and Share Units. If a performance award consists of shares of Common Stock or units which are expressed in terms of shares of such Common Stock, amounts equal to dividends otherwise payable on a like number of shares may, if the award so provides, be converted into additional such shares (to the extent that shares are then available for issuance under the Plan) or credited as additional units and paid to the participant if and when, and to the extent that, payment is made pursuant to such award.

(c) Payment. Payment of a performance award following the end of the performance period, if such award consists of monetary units or units expressed in terms of shares of Common Stock, may be made in cash, shares of Common Stock, or a combination thereof, as determined by the Committee. Any payment made in Common Stock shall be based on the fair market value of such stock on the payment date.

10. Performance Measures Applicable to Awards to Named Executive Officers.

Unless and until the Committee proposes for stockholder vote a change in the general performance measures set forth in this Section 10, the attainment of which may determine the degree of payout or vesting with respect to awards under the Plan which are designed to qualify for the Performance-Based Exception, the performance measure(s) to be used for purposes of such awards shall be chosen from among the following alternatives: safety (including total injury frequency, lost workday rates or cases, medical treatment cases and fatalities); quality control (including critical product characteristics and defects); cost control (including cost as a percentage of sales); capital structure (including debt and equity levels, debt-to-equity ratios, and debt-to total-capitalization ratios); inventory turnover; customer performance or satisfaction; revenue growth; net income; conformity to cash flow plans; return on investment; and operating profit to operating assets.

The Committee shall have the discretion to establish performance goals based upon the foregoing performance measures and to adjust such goals and the methodology used to measure the determination of the degree of attainment of such goals; provided, however, that awards under the Plan that are intended to qualify for the Performance-Based Exception and that are issued to or held by Named Executive Officers may not be adjusted in a manner that increases such award. The Committee shall retain the discretion to adjust such awards in a manner that does not increase such awards. Furthermore, the Committee shall not make any adjustment to awards under the Plan issued to or held by Named Executive Officers that are intended to comply with the Performance-Based Exception if the result of such adjustment would be the disqualification of such award under the Performance-Based Exception.

In the event that applicable laws change to permit the Committee greater discretion to amend or replace the foregoing performance measures applicable to awards to Named Executive Officers without obtaining stockholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining such approval. In addition, in the event that the Committee determines that it is advisable to grant awards under the Plan to Named Executive Officers that may not qualify for the Performance-Based Exception, the Committee may make such grants upon any performance measures it deems appropriate with the understanding that they may not satisfy the requirements of Section 162(m) of the Code.

11. Adjustments for Changes in Capitalization, Etc.

Subject to the provisions of Section 12 herein, in the event of any change in corporate capitalization, such as a stock split, reverse stock split, stock dividend, or a corporate transaction, such as a merger, consolidation, or separation, including a spin-off, or other distribution of stock or property of the Company or its subsidiaries (other than normal cash dividends), any reorganization (whether or not such reorganization

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comes within the definition of such term in Code Section 368) or any partial or complete liquidation of the Company or its subsidiaries, such adjustment shall be made in the number and class of shares which may be delivered under Section 3 (including the number of shares referred to in the last sentence of the first paragraph of Section 3 and in subparagraph (a) of the second paragraph of Section 3), and in the number and class of and/or price of shares subject to outstanding grants or awards under the Plan, as may be determined to be appropriate and equitable by the Committee, in its sole discretion, to prevent dilution or enlargement of rights; provided, however, that the number of shares subject to any grants or awards under the Plan shall always be a whole number.

12. Effect of Change in Control.

(a) Acceleration of Benefits. Subject to the following sentence and the terms of any agreement evidencing the terms of any award under the Plan, in the event of a “Change in Control” as defined in paragraph (b) of this Section 12, (i) at the election of the holder filed in such form and in such manner and time as the Committee shall provide, the value of all outstanding stock options, stock appreciation rights and restricted stock awards (whether or not then fully exercisable or vested) shall be settled on the basis of the “Change in Control Price” (as defined in paragraph (c) of this Section 12) as of the date the Change in Control occurs, provided, however, that the Committee may provide for the immediate vesting instead of the cashing out of restricted stock awards in such circumstances as it deems appropriate and, provided further, that the form of such settlement shall be determined by the Committee in its sole discretion; and (ii) all outstanding performance awards shall be cashed out in such manner and in such amount or amounts as determined by the Committee in its sole discretion.

(b) Change in Control. For purposes of this Section 12, a Change in Control means the happening of any of the following:

(i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than (w) the Company and its affiliates (collectively referred to herein as “RTI”), (x) a trustee or other fiduciary holding securities under an employee benefit plan of RTI, (y) an underwriter temporarily holding securities pursuant to an offering of such securities, or (z) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its affiliates) representing 40% or more of the combined voting power of the Company’s then outstanding securities;

(ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clauses (i), (ii) or (iv) of this Subsection) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved cease for any reason to constitute a majority thereof;

(iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of RTI, at least 60% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person acquires more than 50% of the combined voting power of the Company’s then outstanding securities; or

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(iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

A Change in Control shall also be deemed to occur with respect to any Participant for purposes of the Plan if there occurs:

(1) a sale or disposition, directly or indirectly, other than to a person described in subclause (w), (x) or (z) of clause (i) next above, of securities of the Participant’s employer, any direct or indirect parent company of the Participant’s employer or any company that is a subsidiary of the Participant’s employer and is also a significant subsidiary (as defined below) of the Company (the Participant’s employer and such a parent or subsidiary being a “Related Company”), representing 50% or more of the combined voting power of the securities of such Related Company then outstanding;

(2) a merger or consolidation of a Related Company with any other corporation, other than a merger or consolidation which would result in 50% or more of the combined voting power of the surviving company being beneficially owned by a majority owned direct or indirect subsidiary of the Company; or

(3) the sale or disposition of all or substantially all the assets of a Related Company to a person other than a majority owned direct or indirect subsidiary of the Company.

Notwithstanding the foregoing, no Change in Control shall be deemed to have occurred with respect to a Participant for purposes of the Plan if (I) such transaction includes or involves a sale to the public or a distribution to the stockholders of the Company of more than 50% of the voting securities of the Participant’s employer or a direct or indirect parent of the Participant’s employer, and (II) the Participant’s employer or a direct or indirect parent of the Participant’s employer agrees to become a successor to the Company under an individual agreement between the Company and the Participant or the Participant is covered by an agreement providing for benefits upon a change in control of his or her employer following an event described in clauses (1), (2) or (3) next above. For purposes of the Plan, the term “significant subsidiary” has the meaning given to such term under Rule 405 of the Securities Act of 1933, as amended.

(c) Change in Control Price. For purposes of this Section 12, Change in Control Price means:

(i) with respect to a Change in Control by reason of a merger or consolidation of the Company described in paragraph (b)(iii) of this Section 12 in which the consideration per share of Common Stock to be paid for the acquisition of shares of Common Stock specified in the agreement of merger or consolidation is all in cash, the highest such consideration per share;

(ii) with respect to a Change in Control by reason of an acquisition of securities described in paragraph (b)(i) of this Section 12, the highest price per share for any share of the Common Stock paid by any holder of any of the securities representing 40% or more of the combined voting power of the Company giving rise to the Change in Control; and

(iii) with respect to a Change in Control by reason of a merger or consolidation of the Company (other than a merger or consolidation described in paragraph (b)(iii) of this Section or a change in the composition of the Board of Directors described in paragraph (b)(ii) of this Section 12), the highest price per share of Common Stock reported on the Composite Transactions (or, if such shares are not traded on the New York Stock Exchange, such other principal market on which such shares are traded) during the sixty-day period ending on the date the Change in Control occurs, except that, in the case of incentive stock options and stock appreciation rights relating to incentive stock options, the holder may not receive an amount in excess of the maximum amount that will enable such option to continue to qualify as an incentive stock option.

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13. Amendment and Termination of Plan.

The Plan may be amended by the Board in any respect, provided that, without stockholder approval, no amendment (other than pursuant to Section 11 of the Plan) shall increase the maximum number of shares available for issuance under the Plan if such action would result in awards under the Plan no longer being exempt under Rule 16b-3 as then in effect. In addition, no amendment may impair the rights of a participant under any stock option, stock appreciation right, restricted stock award or performance award previously granted under the Plan without the consent of such participant, unless required by law. The Plan may also be terminated at any time by the Board. No further grants may be made under the Plan after termination, but termination shall not affect the rights of any participant under, or the authority of the Committee with respect to, any grants or awards made prior to termination.

14. Grant of Substitute Awards.

(a) Substitute Options. In lieu of outstanding options to purchase Inland Steel Industries, Inc. (“ISI”) common stock (“ISI Options”) granted pursuant to the Inland 1995 Incentive Stock Plan, the Inland 1992 Incentive Stock Plan, the Inland 1988 Incentive Stock Plan or the Inland 1984 Incentive Stock Plan (collectively, the “ISI Incentive Plans”) to officers and employees of ISI and its subsidiaries who are or who become officers or employees of the Company or any of its subsidiaries on or after the closing date of the initial public offering of Common Stock and prior to the date on which the Company and its subsidiaries cease to be treated as a single employer with ISI under section 414(b) or (c) of the Code (“Transferred Employees”), such Transferred Employees shall receive a grant of “Substitute Stock Options” under the Plan; provided that the Committee, in its sole discretion, may award Substitute Stock Options to any Transferred Employee with respect to less than all (including none) of his or her outstanding options under the ISI Incentive Plans, in which case the outstanding ISI Options for which no Substitute Stock Options have been granted will remain outstanding. The number of shares of Common Stock subject to any Substitute Stock Option shall bear the same ratio to the number of shares of ISI common stock subject to the corresponding ISI Option as the Average Value (as defined below) of a share of ISI common stock bears to the Average Value of a share of Common Stock. The per share option price of Common Stock subject to the Substitute Stock Option shall be equal to the amount which bears the same ratio to the Average Value of a share of Common Stock as the per share option price of ISI common stock under the ISI Option bears to the Average Value of a share of ISI common stock. Other than the option price and number of shares, the Substitute Stock Options shall be subject to the same terms and conditions as the ISI Options. The term “Average Value” means the average closing price of Common Stock or ISI common stock, as applicable, as reported, in the case of Common Stock, on the New York Stock Exchange Composite Transactions (the “Composite Transactions”) (or, if such shares are not traded on the New York Stock Exchange, such other principal market on which such shares are traded) for the first ten trading days after the date of the substitution.

(b) Substitute Restricted Stock. In lieu of outstanding shares of restricted ISI common stock (“ISI Restricted Stock”) granted pursuant to the ISI Incentive Plans to Transferred Employees, such Transferred Employees shall receive a grant of “Substitute Restricted Stock” under the Plan; provided that the Committee, in its sole discretion, may award Substitute Restricted Stock to any Transferred Employee with respect to less than all (including none) of his or her outstanding restricted stock under the ISI Incentive Plans, in which case the outstanding ISI Restricted Stock for which no Substitute Restricted Stock has been granted will remain outstanding. The number of shares of Substitute Restricted Stock shall bear the same ratio to the number of shares of ISI Restricted Stock as the Average Value of a share of ISI common stock bears to the Average Value of a share of Common Stock. Other than the number of shares, the Substitute Restricted Stock shall be subject to the same terms and conditions as the ISI Restricted Stock.

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15. Miscellaneous.

(a) No Right to a Grant. Neither the adoption of the Plan nor any action of the Board or of the Committee shall be deemed to give any employee any right to be selected as a participant or to be granted a stock option, stock appreciation right, restricted stock award or performance award.

(b) Rights as Stockholders. No person shall have any rights as a stockholder of the Company with respect to any shares covered by a stock option, stock appreciation right, or performance award until the date of the issuance of a stock certificate to such person pursuant to such stock option, right or award.

(c) Employment. Nothing contained in this Plan shall be deemed to confer upon any employee any right of continued employment with the Company or any of its subsidiaries or to limit or diminish in any way the right of the Company or any such subsidiary to terminate his or her employment at any time with or without cause.

(d) Taxes. The Company shall be entitled to deduct from any payment under the Plan the amount of any tax required by law to be withheld with respect to such payment or may require any participant to pay such amount to the Company prior to and as a condition of making such payment. In addition, the Committee may, in its discretion and subject to such rules as it may adopt from time to time, permit a participant to elect to have the Company withhold from any payment under the Plan (or to have the Company accept from the participant), for tax withholding purposes, shares of Common Stock, valued at their fair market value, but in no event shall the fair market value of the number of shares so withheld (or accepted) exceed the amount necessary to meet the maximum Federal, state and local marginal tax rates then in effect that are applicable to the participant and to the particular transaction.

(e) Nontransferability. Except as permitted by the Committee, no stock option, stock appreciation right, restricted stock award or performance award shall be transferable except by will or the laws of descent and distribution, and, during the holder’s lifetime, stock options and stock appreciation rights shall be exercisable only by, and shares subject to restricted stock awards and payments pursuant to performance awards shall be delivered or made only to, such holder or such holder’s duly appointed legal representative.

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EX-10.5

Exhibit 10.5

RYERSON 1995 INCENTIVE STOCK PLAN

(as amended through December 31, 2005)

1. Purpose.

The purpose of the Ryerson 1995 Incentive Stock Plan (the “Plan”) is to attract and retain outstanding individuals as officers and key employees of Ryerson Inc. (the “Company”) and its subsidiaries, and to furnish incentives to such individuals through rewards based upon the ownership and performance of the common stock of the Company. To this end, the Committee hereinafter designated may grant stock options, stock appreciation rights, restricted stock awards, and performance awards, or combinations thereof, to officers and other key employees of the Company and its subsidiaries, on the terms and subject to the conditions set forth in this Plan.

2. Participants.

Participants in the Plan shall consist of such officers and other key employees of the Company and its subsidiaries as the Committee in its sole discretion may select from time to time to receive stock options, stock appreciation rights, restricted stock awards or performance awards, either singly or in combination, as the Committee may determine in its sole discretion. Any director of the Company or any of its subsidiaries who is not also an employee of the Company or any of its subsidiaries shall not be eligible to receive stock options, stock appreciation rights, restricted stock awards or performance awards under the Plan. As used in the Plan, the term “subsidiary” means (a) any corporation of which the Company owns or controls, directly or indirectly, 50% or more of the outstanding shares of capital stock entitled to vote for the election of directors or (b) any partnership, joint venture, or other business entity in respect of which the Company, directly or indirectly, has comparable ownership or control.

3. Shares Reserved under the Plan.

Subject to adjustment pursuant to the provisions of Section 11 of the Plan, the maximum number of shares of common stock, $1.00 par value per share, of the Company which may be issued pursuant to grants or awards made under the Plan shall not exceed 2,000,000, plus such number of shares as shall have been authorized for issuance pursuant to the Ryerson Tull 1992 Incentive Stock Plan (heretofore approved by stockholders) that shall not have been or be issued pursuant to such plan. No more than 700,000 shares (including those which have not been or are not issued pursuant to the Ryerson Tull 1992 Incentive Stock Plan) shall be issued pursuant to restricted stock awards and performance awards under the Plan.

The following restrictions shall apply to all grants and awards under the Plan other than grants and awards which by their terms are not intended to comply with the “Performance Based Exception” (defined below in this Section 3):

(a) the maximum aggregate number of shares that may be granted or awarded under the Plan in any fiscal year of the Company to any participant under the Plan shall be three hundred thousand (300,000); and

(b) the maximum aggregate cash payout with respect to grants or awards under the Plan in any fiscal year of the Company to any Named Executive Officer (defined below in this Section 3) shall be one million dollars ($1,000,000).

For purposes of the Plan, “Named Executive Officer” shall mean a participant who is one of the group of “covered employees” as defined in the regulations promulgated under Internal Revenue Code Section 162(m) or any successor statute (“Section 162(m)”), and “Performance-Based Exception” shall mean the performance-based exception from the deductibility limitations as each is set forth in Section 162(m).

Except to the extent otherwise determined by the Committee, any shares subject to grant or award under the Plan that terminate by expiration, cancellation or otherwise without the issuance of such shares (including shares underlying a stock appreciation right exercised for stock, to the extent that such underlying shares are not issued), that are settled in cash (to the extent so settled), or, in the case of restricted stock awards, that terminate without vesting, shall become available for future grants and awards under the Plan. Shares of common stock to be issued pursuant to grants or awards under the Plan may be authorized and unissued shares of common stock, treasury common stock, or any combination thereof.

4. Administration of the Plan.

The Plan shall be administered by the Compensation Committee (the “Committee”) of the Board of Directors of the Company. To the extent necessary to comply with rules and regulations issued under the Securities Exchange Act of 1934, no member of the Committee shall be eligible to receive any grant, or shall have been eligible to receive any grant for at least one year prior to becoming a member, under the Plan or any other discretionary stock option, stock appreciation rights or other incentive stock plan for employees of the Company or any subsidiary of the Company. Subject to the provisions of the Plan, the Committee shall have authority (i) to determine which employees of the Company and its subsidiaries shall be eligible for participation in the Plan; (ii) to select employees to receive grants under the Plan; (iii) to determine the form of grant, whether as a stock option, stock appreciation right, restricted stock award, performance award or a combination thereof, the number of shares or units subject to the grant, the time and conditions of exercise or vesting, the fair market value of the common stock of the Company for purposes of the Plan, and all other terms and conditions of any grant and to amend such awards or accelerate the time of exercise or vesting thereof; and (iv) to prescribe the form of agreement, certificate or other instrument evidencing the grant. The Committee shall also have authority to interpret the Plan and to establish, amend and rescind rules and regulations for the administration of the Plan, and all such interpretations, rules and regulations shall be conclusive and binding on all persons.

5. Effective Date of Plan.

The Plan shall be submitted to the stockholders of the Company for approval at the annual meeting to be held on May 24, 1995, or any adjournment thereof, and, if approved by the stockholders, shall be deemed to have become effective on the date of such approval.

6. Stock Options.

(a) Grants. Subject to the terms of the Plan, options to purchase shares of common stock of the Company, including “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), may be granted from time to time to such officers and other key employees of the Company and its subsidiaries as may be selected by the Committee. Each grant of an option under the Plan may designate whether the option is intended to be an incentive stock option or a “nonqualified” stock option. Any option not so designated shall be deemed to be a “nonqualified” stock option.

(b) Terms of Options. An option shall be exercisable in whole or in such installments and at such times as may be determined by the Committee in its sole discretion, provided that no option shall be exercisable less than six months or more than ten years after the date of grant. The per share option price shall not be less than the greater of par value or 100% of the fair market value of a share of common stock of the Company on the date the option is granted. Upon exercise, the option price may be paid in cash, in shares of common stock of the Company having a fair market value equal to the option price (provided that such shares have been held for at least six months prior to their tender to pay the option price), or in a

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combination thereof. The Committee may also allow the cashless exercise of options by holders thereof, as permitted under regulations promulgated by the Board of Governors of the Federal Reserve System, subject to any applicable restrictions necessary to comply with rules adopted by the Securities and Exchange Commission, and the exercise of options by holders thereof by any other means that the Committee determines to be consistent with the Plan’s purpose and applicable law, including loans, with or without interest, made by the Company to the holder thereof.

(c) Restrictions Relating to Incentive Stock Options. To the extent required by the Code, the aggregate fair market value (determined as of the time the option is granted) of the common stock of the Company with respect to which incentive stock options are exercisable for the first time by an employee during any calendar year (under the Plan or any other plan of the Company or any of its subsidiaries) shall not exceed $100,000.

(d) Termination of Employment. If an optionee ceases to be employed by the Company or any of its subsidiaries by reason of (i) death, (ii) physical or mental incapacity, (iii) retirement on or after the normal retirement date provided for in and pursuant to any pension plan of the Company or any subsidiary of the Company in effect at the time of such retirement, or (iv) early retirement (with the consent of the Committee) provided for in and pursuant to any such pension plan, any option held by such optionee may be exercised, with respect to all or any part of the common stock of the Company as to which such option was not theretofore exercised (whether or not such option was otherwise then exercisable), for such period from and after the date of such cessation of employment (not extending, however, beyond the date of expiration of such option) as the Committee may determine at the time of the grant or at any time thereafter. If an optionee ceases to be employed by the Company and any of its subsidiaries for any reason other than a reason set forth in the immediately preceding sentence, any option granted to such optionee may be exercised for a period ending on the 30th day following the date of such cessation of employment or the date of expiration of such option, whichever first occurs, but only with respect to that number of shares of common stock for which such option was exercisable immediately prior to the date of cessation of employment, except as otherwise determined by the Committee at the time of grant or at any time thereafter.

(e) Additional Terms and Conditions. The agreement or instrument evidencing the grant of a stock option may contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Committee in its sole discretion.

7. Stock Appreciation Rights.

(a) Grants. Subject to the terms of the Plan, rights entitling the grantee to receive cash or shares of common stock of the Company having a fair market value equal to the appreciation in market value of a stated number of shares of such common stock from the date of the grant to the date of exercise, or, in the case of rights granted in tandem with or by reference to a stock option granted prior to the grant of such rights, from the date of grant of such related stock option to the date of exercise, may be granted from time to time to such officers and other key employees of the Company and its subsidiaries as may be selected by the Committee.

(b) Terms of Grant. Such rights may be granted in tandem with or by reference to a related stock option, in which event the grantee may elect to exercise either the stock option or the right, but not both, as to the shares subject to the stock option and the right, or the right may be granted independently of a stock option. Rights granted in tandem with or by reference to a related stock option shall be exercisable to the extent, and only to the extent, that the related option is exercisable, provided that no such right (except in the case of death or physical or mental incapacity) shall be exercisable prior to the expiration of six months following the date the right is granted. Rights granted independently of a stock option shall be exercisable in whole or in such installments and at such times as may be determined by the Committee, provided that no

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right shall be exercisable less than six months or more than ten years after the date of grant. Further, in the event that any employee to whom rights are granted independently of a stock option ceases to be an employee of the Company and its subsidiaries, such rights shall be exercisable only to the extent and upon the conditions that stock options are exercisable in accordance with the provisions of paragraph (d) of Section 6 of the Plan. The Committee may at the time of grant or at any time thereafter impose such additional terms and conditions on the exercise of stock appreciation rights as it deems necessary or desirable for any reason, including for compliance with Section 16(a) or Section 16(b) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

(c) Payment on Exercise. Upon exercise of a stock appreciation right, the holder shall be paid the excess of the then fair market value of the number of shares of common stock of the Company to which the right relates over the fair market value of such number of shares at the date of grant of the right or of the related stock option, as the case may be. Such excess shall be paid in cash or in shares of common stock having a fair market value equal to such excess, or in such combination thereof, as may be provided in the grant of such right (which may permit the holder to elect between cash and common stock or to elect a combination thereof), or, if no such provision is made in the grant, as the Committee shall determine upon exercise of the right, provided, in any event, that the holder shall be paid cash in lieu of any fractional share of common stock to which such holder would otherwise be entitled.

(d) Additional Terms and Conditions. The agreement or instrument evidencing the grant of stock appreciation rights may contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Committee in its sole discretion.

8. Restricted Stock Awards.

Subject to the terms of the Plan, restricted stock awards consisting of shares of common stock of the Company may be made from time to time to such officers and other key employees of the Company and its subsidiaries as may be selected by the Committee, provided that any such employee (except an employee whose terms of employment include the granting of a restricted stock award) shall have been employed by the Company or any of its subsidiaries for at least six months. Such awards shall be contingent on the employee’s continuing employment with the Company or its subsidiaries for a period to be specified in the award, which shall not be less than six months or more than ten years from the date of award, and shall be subject to such additional terms and conditions as the Committee in its sole discretion deems appropriate, including, but not by way of limitation, restrictions on the sale or other disposition of such shares during the restriction period. Except as otherwise determined by the Committee at the time of the award, the holder of a restricted stock award shall have the right to vote the restricted shares and to receive dividends thereon, unless and until such shares are forfeited.

9. Performance Awards.

(a) Awards. Performance awards consisting of (i) shares of common stock of the Company, (ii) monetary units or (iii) units which are expressed in terms of shares of common stock of the Company may be made from time to time to such officers and other key employees of the Company and its subsidiaries as may be selected by the Committee. Subject to the provisions of Section 10 below, such awards shall be contingent on the achievement over a period of not less than six months or more than ten years of such corporate, division, subsidiary, group or other measures and goals as shall be established by the Committee. Subject to the provisions of Section 10 below, such measures and goals may be revised by the Committee at any time and from time to time during the performance period. Except as may otherwise be determined by the Committee at the time of the award or at any time thereafter, a performance award shall terminate if the grantee of the award does not remain continuously in the employ of the Company or its subsidiaries at all times during the applicable performance period.

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(b) Rights with Respect to Shares and Share Units. If a performance award consists of shares of common stock of the Company or units which are expressed in terms of shares of such common stock, amounts equal to dividends otherwise payable on a like number of shares may, if the award so provides, be converted into additional such shares (to the extent that shares are then available for issuance under the Plan) or credited as additional units and paid to the participant if and when, and to the extent that, payment is made pursuant to such award.

(c) Payment. Payment of a performance award following the end of the performance period, if such award consists of monetary units or units expressed in terms of shares of common stock of the Company, may be made in cash, shares of common stock, or a combination thereof, as determined by the Committee. Any payment made in common stock shall be based on the fair market value of such stock on the payment date.

10. Performance Measures Applicable to Awards to Named Executive Officers

Unless and until the Committee proposes for stockholder vote a change in the general performance measures set forth in this Section 10 the attainment of which may determine the degree of payout or vesting with respect to awards under the Plan which are designed to qualify for the Performance-Based Exception, the performance measure(s) to be used for purposes of such awards shall be chosen from among the following alternatives: safety (including total injury frequency, lost workday rates or cases, medical treatment cases and fatalities); quality control (including critical product characteristics, yield and defects); cost control (including cost as a percentage of sales); capital structure (including debt and equity levels, debt-to-equity ratios, and debt-to total-capitalization ratios); inventory turnover; customer performance or satisfaction; revenue growth; net income; conformity to cash flow plans; return on investment; and operating profit to operating assets.

The Committee shall have the discretion to establish performance goals based upon the foregoing performance measures and to adjust such goals and the methodology used to measure the determination of the degree of attainment of such goals; provided, however, that awards under the Plan that are intended to qualify for the Performance-Based Exception and that are issued to or held by Named Executive Officers may not be adjusted in a manner that increases such award. The Committee shall retain the discretion to adjust such awards in a manner that does not increase such awards. Furthermore, the Committee shall not make any adjustment to awards under the Plan issued to or held by Named Executive Officers that are intended to comply with the Performance-Based Exception if the result of such adjustment would be the disqualification of such award under the Performance-Based Exception.

In the event that applicable laws change to permit the Committee greater discretion to amend or replace the foregoing performance measures applicable to awards to Named Executive Officers without obtaining stockholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining such approval. In addition, in the event that the Committee determines that it is advisable to grant awards under the Plan to Named Executive Officers that may not qualify for the Performance-Based Exception, the Committee may make such grants upon any performance measures it deems appropriate with the understanding that they may not satisfy the requirements of Section 162(m).

11. Adjustments for Changes in Capitalization, Etc.

Subject to the provisions of Section 12 herein, in the event of any change in corporate capitalization, such as stock split, or a corporate transaction, such as a merger, consolidation, or separation, including a spin-off, or other distribution of stock or property of the Company or its subsidiaries (other than normal cash dividends), any reorganization (whether or not such reorganization comes within the definition of such term in

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Code Section 368) or any partial or complete liquidation of the Company or its subsidiaries, such adjustment shall be made in the number and class of shares which may be delivered under Section 3, and in the number and class of and/or price of shares subject to outstanding grants or awards under the Plan, as may be determined to be appropriate and equitable by the Committee, in its sole discretion, to prevent dilution or enlargement of rights; provided, however, that the number of shares subject to any grants or awards under the Plan shall always be a whole number.

12. Effect of Change in Control.

(a) Acceleration of Benefits. Subject to the following sentence and the terms of any agreement evidencing the terms of any award under the Plan, in the event of a “Change in Control” as defined in paragraph (b) of this Section 12, (i) at the election of the holder filed in such form and in such manner and time as the Committee shall provide, the value of all outstanding stock options, stock appreciation rights and restricted stock awards (whether or not then fully exercisable or vested) shall be settled on the basis of the “Change in Control Price” (as defined in paragraph (c) of this Section 12) as of the date the Change in Control occurs, provided, however, that the Committee may provide for the immediate vesting instead of the cashing out of restricted stock awards in such circumstances as it deems appropriate and, provided further, that the form of such settlement shall be determined by the Committee in its sole discretion; and (ii) all outstanding performance awards shall be cashed out in such manner and in such amount or amounts as determined by the Committee in its sole discretion.

(b) Change in Control. For purposes of this Section 12, a Change in Control means the happening of any of the following: (i) the Company is merged into or consolidated with another corporation, or the stockholders of the Company approve a definitive agreement to sell or otherwise dispose of all or substantially all of its assets or adopt a plan of liquidation, provided, however, that a Change in Control shall not be deemed to have occurred by reason of a transaction, or a substantially concurrent or otherwise related series of transactions, upon the completion of which the beneficial ownership of a majority of the voting power of the Company, the surviving corporation, or a corporation directly or indirectly controlling the Company or the surviving corporation, as the case may be, is held by the same persons (as defined below) (in substantially the same proportion) as held the beneficial ownership of the voting power of the Company immediately prior to the transaction or the substantially concurrent or otherwise related series of transactions, except that upon the completion thereof, employees or employee benefit plans of the Company may be a new holder of such beneficial ownership or (ii) the “beneficial ownership” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of securities representing 40% or more of the combined voting power of the Company is acquired by any “person” as defined in Sections 13(d) and 14(d) of the Exchange Act (other than any trustee or other fiduciary holding securities under an employee benefit or other similar stock plan of the Company); or (iii) at any time during any period of two consecutive years, individuals who at the beginning of such period were members of the Board of Directors of the Company cease for any reason to constitute at least a majority thereof (unless the election, or the nomination for election by the Company’s stockholders, of each new director was approved by a vote of at least two-thirds of the directors still in office at the time of such election or nomination who were directors at the beginning of such period).

(c) Change in Control Price. For purposes of this Section 12, Change in Control Price means (i) with respect to a Change in Control by reason of a merger or consolidation of the Company described in paragraph (b)(i) of this Section 12 in which the consideration per share of the Company’s common stock to be paid for the acquisition of shares of common stock specified in the agreement of merger or consolidation is all in cash, the highest such consideration per share, (ii) with respect to a Change in Control by reason of an acquisition of securities described in paragraph (b)(ii) of this Section 12, the highest price per share for any share of the Company’s common stock paid by any holder of any of the securities representing 40% or more of the combined voting power of the Company giving rise to the Change in Control, and (iii) with respect

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to a Change in Control by reason of a merger or consolidation of the Company (other than a merger or consolidation described in paragraph (c)(i) of this Section 12), stockholder approval of an agreement or plan described in paragraph (b)(i) of this Section 12 or a change in the composition of the Board of Directors described in paragraph (b)(iii) of this Section 12, the highest price per share of common stock reported on the New York Stock Exchange Composite Tape (or, if such shares are not traded on the New York Stock Exchange, such other principal market on which such shares are traded) during the sixty-day period ending on the date the Change in Control occurs, except that, in the case of incentive stock options and stock appreciation rights relating to incentive stock options, the holder may not receive an amount in excess of the maximum amount that will enable such option to continue to qualify as an incentive stock option.

13. Amendment and Termination of Plan.

The Plan may be amended by the Board of Directors of the Company in any respect, provided that, without stockholder approval, no amendment (other than pursuant to Section 11 of the Plan) shall increase the maximum number of shares available for issuance under the Plan. In addition, no amendment may impair the rights of a participant under any stock option, stock appreciation right, restricted stock award or performance award previously granted under the Plan without the consent of such participant, unless required by law. The Plan may also be terminated at any time by the Board of Directors. No further grants may be made under the Plan after termination, but termination shall not affect the rights of any participant under, or the authority of the Committee with respect to, any grants or awards made prior to termination.

14. Prior Plan.

Upon the effectiveness of this Plan, no further grants shall be made under the Ryerson Tull 1992 Incentive Stock Plan. The discontinuance of the Ryerson Tull 1992 Incentive Stock Plan shall not affect the rights of any participant under, or the authority of the Committee (therein referred to) with respect to, any grants or awards made thereunder prior to such discontinuance.

15. Miscellaneous.

(a) No Right to a Grant. Neither the adoption of the Plan nor any action of the Board of Directors or of the Committee shall be deemed to give any employee any right to be selected as a participant or to be granted a stock option, stock appreciation right, restricted stock award or performance award.

(b) Rights as Stockholders. No person shall have any rights as a stockholder of the Company with respect to any shares covered by a stock option, stock appreciation right, or performance award until the date of the issuance of a stock certificate to such person pursuant to such stock option, right or award.

(c) Employment. Nothing contained in this Plan shall be deemed to confer upon any employee any right of continued employment with the Company or any of its subsidiaries or to limit or diminish in any way the right of the Company or any such subsidiary to terminate his or her employment at any time with or without cause.

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(d) Taxes. The Company shall be entitled to deduct from any payment under the Plan the amount of any tax required by law to be withheld with respect to such payment or may require any participant to pay such amount to the Company prior to and as a condition of making such payment. In addition, the Committee may, in its discretion and subject to such rules as it may adopt from time to time, permit a participant to elect to have the Company withhold from any payment under the Plan (or to have the Company accept from the participant), for tax withholding purposes, shares of common stock of the Company, valued at their fair market value, but in no event shall the fair market value of the number of shares so withheld (or accepted) exceed the amount necessary to meet the maximum Federal, state and local marginal tax rates then in effect that are applicable to the participant and to the particular transaction.

(e) Nontransferability. Except as permitted by the Committee, no stock option, stock appreciation right, restricted stock award or performance award shall be transferable except by will or the laws of descent and distribution, and, during the holder’s lifetime, stock options and stock appreciation rights shall be exercisable only by, and shares subject to restricted stock awards and payments pursuant to performance awards shall be delivered or made only to, such holder or such holder’s duly appointed legal representative.

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EX-10.7

Exhibit 10.7

RYERSON NONQUALIFIED SAVINGS PLAN

(As amended and restated as of December 16, 2005)

Ryerson Inc. established the Ryerson Tull Nonqualified Savings Plan (the “Plan”), effective as of January 1, 1998, in order to continue to enable employees of the Company and the other Employers to obtain the same level of benefits they would have been able to receive under the Ryerson Savings Plan but for the limits imposed by certain provisions of the Internal Revenue Code of 1986, as amended, on the amounts that can be contributed to the Savings Plan. The following provisions constitute an amendment, restatement and continuation of the Plan as previously amended from time to time and as in effect immediately prior to January 31, 2003, the “Effective Date” of the Plan as set forth herein. The Plan is intended to be an “excess benefit plan” described in Section 3(36) of the Employee Retirement Income Security Act of 1974, as amended; provided, however, that, to the extent, if any, that the Plan provides benefits which cannot be provided by an excess benefit plan, the Plan shall constitute an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees.

ARTICLE I

DEFINITIONS

1.01 “Account” means the record of a Participant’s interest in the Plan attributable to Company Contributions and Participant Contributions made on behalf of such Participant.

1.02 “Base Compensation” means Base Compensation as defined in the Savings Plan but without regard to the limitations under Code Section 401(a)(17) and prior to any Participant Deferrals under this Plan.

1.03 “Beneficiary” means, with respect to a Participant, the Participant’s Beneficiary under the Savings Plan.

1.04 “Board” means the Board of Directors of the Company.

1.05 “Code” means the Internal Revenue Code of 1986, as from time to time amended.

1.06 “Company” means Ryerson Inc.

1.07 “Distributable Event” means a Distributable Event as defined in the Savings Plan.

1.08 “Effective Date” means January 31, 2004.

1.09 “Eligible Employee” means an employee of an Employer who is eligible to participate in the Savings Plan, who has elected to make the maximum Before Tax Contribution permitted under the Savings Plan, and whose contributions under the Savings Plan are limited by Section 415 or Section 402(g) of the Code or whose Base Compensation exceeds the limits set forth in Section 401(a)(17) of the Code.

1.10 “Employer” means an Employer as defined in the Savings Plan.

1.11 “Employer Credits” means the amount credited to the Plan by the Employers pursuant to Section 3.03.

1.12 “Enrollment Date” means the Effective Date and the first day of each month thereafter.

1.13 “ERISA” means the Employee Retirement Income Security Act of 1974, as from time to time amended.

1.14 “Fair Market Value” means with respect to Company common stock as of any date the average of the high and low prices of a share of the Company’s common stock as reported on the New York Stock Exchange Composite Transactions for such date or, if there are no reported trades for such date, for the last previous date for which trades were reported

1.15 “Participant” means each Eligible Employee who has met the requirements of Article II for participation in the Plan.

1.16 “Participant Deferrals” means amounts deferred pursuant to Participant elections under Section 3.01.

1.17 “Permanent Incapacity” means Permanent Incapacity as defined in the Savings Plan.

1.18 “Plan” means the Ryerson Inc. Nonqualified Savings Plan, as from time to time amended.

1.19 “Plan Administrator” means the Plan Administrator appointed under the Savings Plan or any other individual as may be appointed by the Chairman of the Board, the President, the Vice President-Human Resources or the Treasurer of the Company to administer the Plan. To the extent consistent with the purposes of the Plan and the authority delegated to the Assistant Plan Administrator pursuant to Section 6.03(h), the term Plan Administrator shall include the Assistant Plan Administrator.

1.20 “Plan Year” means the calendar year.

1.21 “Related Company” means a Related Company as defined in the Savings Plan.

1.22 “Retirement” means Retirement as defined in the Savings Plan.

1.23 “Savings Plan” means the Ryerson Savings Plan, as from time to time amended.

1.24 “Valuation Date” means the last day of each month.

1.25 “Years of Vesting Service” means Years of Vesting Service as defined in the Savings Plan.

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ARTICLE II

PARTICIPATION

2.01 Eligibility. An Eligible Employee shall become a Participant on the Enrollment Date next following the filing with the Plan Administrator of an instrument in a form prescribed by the Plan Administrator evidencing his or her acceptance of the provisions of the Plan.

2.02 Restricted Participation. Notwithstanding any other provision of the Plan to the contrary, if the Plan Administrator determines that participation by one or more Participants or Beneficiaries shall cause the Plan as applied to any Employer to be subject to Part 2, 3 or 4 of Title I of ERISA, the entire interest of such Participant or Beneficiary under the Plan shall, in the discretion of the Plan Administrator, be immediately paid to such Participant or Beneficiary, as applicable, by the applicable Employer or Employers, or shall otherwise be segregated from the Plan, and such Participant(s) or Beneficiary(ies) shall cease to have any interest under the Plan.

ARTICLE III

DEFERRAL OF COMPENSATION AND

EXCESS SAVINGS PLAN CREDITS

3.01 Participant Deferrals. For any payroll period, each Participant who is an Eligible Employee for such payroll period may elect, at such time and in such manner as the Plan Administrator may determine, to make a supplemental deferral of Base Compensation under the Plan (“Participant Deferrals”) equal to the amount by which the Participant’s Before Tax contributions are limited under the Savings Plan by reason of Code Sections 402(g) and 415 and may also elect to make supplemental deferrals of not less than one percent (1%) and not more than ten percent (10%) of the portion of the Participant’s Base Compensation for any year which is not taken into account under the Savings Plan by reason of the limitation under Code Section 401(a)(17). Contributions made to the Plan on a Participant’s behalf for any payroll period shall be treated as a salary reduction and shall reduce the amount of current cash compensation otherwise payable to such Participant for such payroll period.

3.02 Designation of Participant Deferrals. Each Participant shall designate the percentage of his or her Base Compensation to be deferred under the Plan in the same instrument by which he or she evidences his or her acceptance of the provisions of the Plan pursuant to Article II. Thereafter (but not retroactively), a Participant may, on a form prescribed by the Plan Administrator, change the percentage of his or her Base Compensation to be deferred under the Plan, subject to the limitations of this Article III.

3.03 Employer Credits. For each payroll period, each Participant who is employed by an Employer as of the last day of the payroll period shall receive a credit under the Plan (an “Employer Credit”) in an amount determined in accordance with procedures established from time to time by the Plan Administrator which is equal to the amount by which the Matching Contributions under the Savings Plan on behalf of the Participant for such payroll period are limited by reason of limitations on Participant Before Tax Contributions and Company Contributions imposed by Code Sections 401(a)(17), 402(g) and 415.

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3.04 Nature of Participant Deferrals and Employer Credits. Any amounts deferred by Participants or credited to Participants pursuant to this Article III shall be retained by the Employers as general assets of the Employers, and shall be reflected on the books of the Employers solely for the purpose of computing Participants’ benefits from the Plan.

3.05 Special Transition Rules for 2005. Notwithstanding any provision of the Plan to the contrary, in accordance with rules established by the Plan Administrator or its delegate and in accordance with Internal Revenue Service guidance issued under Code Section 409A, no later than March 15, 2005, and solely for the 2005 Plan Year, each Participant shall be permitted to make or change his or her deferral election under the Plan for 2005. Such election shall apply solely to Base Compensation earned after March 15, 2005 and shall be irrevocable for the 2005 Plan Year after such date.

ARTICLE IV

ACCOUNTS

4.01 Maintenance of Accounts. The Plan Administrator shall establish and maintain in the records of the Plan an Account for each Participant reflecting each Participant’s interest in the Plan attributable to Participant Deferrals and Employer Credits made on his or her behalf, increased by earnings attributable thereto. Each Participant shall at all times be fully vested in the portion of the Participant’s Account which is attributable to Participant Deferrals.

4.02 Valuation of Accounts. As of each Valuation Date, and as of such other date as the Plan Administrator may determine, the Account of each Participant shall be (a) adjusted for earnings or losses for the period since the next preceding Valuation Date as set forth in Section 4.03, (b) increased by Participant Deferrals and Employer Credits under the Plan with respect to such Participant relating to payroll periods since the next preceding Valuation Date, and (c) charged with any distribution calculated as of that date under Article V.

4.03 Earnings and Losses. Except as provided in the following sentence, each Participant’s Account shall be credited with interest in accordance with paragraph (a) below. On and after the Effective Date, each Participant may elect to have all or any portion of his Account converted to Stock Units in accordance with paragraph (b) below. Each such election by a Participant shall be made at such times and in such form and otherwise in accordance with such rules and procedures as the Plan Administrator shall establish from time to time, including such rules and procedures as may be established by the Plan Administrator for compliance with Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”). A Participant may elect to change any election made under this Section 4.03 to the extent permitted by and in accordance with such rules and procedures as the Plan Administrator may establish from time to time.

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(a) To the extent that a Participant’s Account is to be credited with interest, it shall at a rate of interest earned by assets in the Managed Income Portfolio Fund II, or any successor fund, established under the Savings Plan.

(b) To the extent that any portion of a Participant’s Account is to be credited as Stock Units as of any date in accordance with the provisions of this Section 4.03, the number of Stock Units credited to the Participant’s Account shall be determined by dividing such amount by the Fair Market Value of a share of the Company’s common stock on that date. As of each cash dividend payment date for the Company’s common stock, each Participant shall be credited with an additional number of Stock Units which is equal to (i) the dividend which would have been paid on such date on that number of shares of Company common stock which is equal to the number of Stock Units credited to the Participant under the Plan on the record date for such dividend, divided by (ii) the Fair Market Value of a share of the Company’s common stock on the dividend payment date. In the event of any changes in outstanding shares of the Company’s common stock by reason of any stock dividend or split, other non-cash dividend recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, the Company’s Board of Directors shall make such adjustments, if any, that it deems appropriate in the number of Stock Units then credited to Participant Accounts. Any and all such adjustments shall be conclusive and binding upon all parties concerned.

ARTICLE V

DISTRIBUTION OF BENEFITS

5.01 Distribution Upon Termination of Employment.

(a) All distributions under the Plan will be made in cash. Distributions with respect to any portion of a Participant’s Account which is denominated in Stock Units shall be based upon the Fair Market Value of a share of the Company’s common stock on the day as of which the distribution is made.

(b) Upon termination of a Participant’s employment with the Employers and Related Companies other than by reason of a Distributable Event and prior to (i) the completion of three Years of Vesting Service and (ii) the date on which he or she has a fully vested and nonforfeitable interest in his or her account balance under the Savings Plan, the Participant shall be entitled to a distribution of the portion of his or her Account balance attributable to Participant Deferrals in a single lump sum payment as of a Valuation Date selected by the Plan Administrator which is no later than 60 days after the first anniversary of the Participant’s termination of employment.

(c) Upon termination of a Participant’s employment with the Employers and Related Companies by reason of a Distributable Event on or after (i) the completion of three Years of Vesting Service, or (ii) the date on which he or she has a fully vested and nonforfeitable interest in his or her account balance under the Savings Plan, the Participant shall be entitled to a distribution of his or her entire Account balance in a

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single lump sum payment as of a Valuation Date selected by the Plan Administrator which is no later than 60 days after the first anniversary of the Participant’s termination of employment.

(d) Upon termination of a Participant’s employment with the Employers and Related Companies by reason of Permanent Incapacity or Retirement, and where the amount payable to the Participant is at least $10,000, the Participant shall be entitled to a distribution of his or her entire Account balance, payable to the Participant in either of the following ways, as irrevocably elected by the Participant in accordance with rules established from time to time, by the Plan Administrator:

(1) in a single lump sum payment representing the full amount distributable to the Participant, payable on a date elected by the Participant which is not later than the end of the calendar year in which the Participant attains age 75, and, except as otherwise agreed to by the Plan Administrator in his or her sole discretion, not earlier than the first Valuation Date following the year in which such termination of employment occurs; or

(2) in substantially equal installments, payable annually, over a period not extending beyond the end of the calendar year in which the Participant attains age 75, with each installment payment being equal to that amount determined by multiplying the then remaining balance in the Participant’s Account as of the Valuation Date used for purposes of calculating the payment by a fraction having a numerator of one and a denominator equal to the number of installments remaining to be paid.

5.02 Distribution Upon Death. Upon the death of a Participant, the total value of the Participant’s Account as of the Valuation Date immediately following the date of death shall be distributed thereafter to the Participant’s Beneficiary in a single lump sum payment as soon as practicable after satisfactory proof of death shall have been submitted to the Plan Administrator.

5.03 Hardship Distributions. Upon a showing of hardship by a Participant, such Participant shall be entitled to a distribution of such portion (or all) of his or her Account balance as shall be necessary to meet such hardship. This Section 5.03 shall be administered in a manner consistent with the hardship withdrawal provisions of the Savings Plan. The Plan Administrator’s determination of a Participant’s hardship hereunder shall be final.

5.04 Liability for Benefit Payments. The amount of any benefit payable under the Plan shall be paid from the general revenues of the Employer that last employs the Participant. An Employer’s obligation under the Plan shall be reduced to the extent that any amounts due under the Plan are paid from one or more trusts, the assets of which are subject to the claims of general creditors of the Employer or any affiliate thereof; provided, however, that nothing in the Plan shall require the Company or any Employer to establish any trust to provide benefits under the Plan.

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ARTICLE VI

PLAN ADMINISTRATION

6.01 Administration of Plan. The Employers shall have the sole responsibility for effecting Participant Deferrals in accordance with Article III and paying Plan benefits in accordance with Article V, and the Company shall have the sole authority to amend or terminate, in whole or in part, this Plan at any time. The Plan Administrator shall have the sole responsibility for the administration of the Plan. The Employers do not guarantee to any Participant in any manner the effect under any tax law or Federal or state statute of the Participant’s participation in this Plan.

6.02 Claims Procedure. All claims for benefits under the Plan shall be made in accordance with Article IX.

6.03 Powers and Duties of Plan Administrator. The Plan Administrator shall have such duties and powers as may be necessary to discharge his or her duties hereunder, including, but not by way of limitation, the following:

(a) to conclusively construe and interpret the Plan, decide all questions of eligibility and determine the amount, manner and time of payment of any benefits hereunder;

(b) to prescribe procedures to be followed by Participants in filing elections or revocations thereof;

(c) to prepare and distribute, in such manner as the Plan Administrator determines to be appropriate, information explaining the Plan;

(d) to receive from the Employers and from Participants such information as shall be necessary for the proper administration of the Plan;

(e) to furnish the Employers, upon request, such reports with respect to the administration of the Plan as are reasonable and appropriate;

(f) to receive, review and keep on file (as it deems convenient and proper) reports of benefit payments by the Employers and reports of disbursements for expenses directed by the Plan Administrator;

(g) to appoint individuals to assist in the administration of the Plan and any other agents it deems advisable, including legal counsel; and

(h) to name as an Assistant Plan Administrator any individual or individuals and to delegate such authority and duties to such individual as the Plan Administrator in his or her discretion deems advisable. Each Assistant Plan Administrator, if any, named pursuant to this paragraph shall have such authority to act with respect to the administration of the Plan as the Plan Administrator may prescribe. The incumbency of any Assistant Plan Administrator may be terminated by action of the Plan Administrator

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at any time, with or without cause. Notwithstanding the foregoing, in the absence of a formal designation of any Assistant Plan Administrator by the Plan Administrator, no provision of this paragraph shall prevent the Plan Administrator from delegating authority to employees or other agents of the Employers in executing the duties of administering the Plan.

The Plan Administrator shall have no power to add to, subtract from or modify any of the terms of the Plan, or to change or add to any benefits provided by the Plan, or to waive or fail to apply any requirements of eligibility for a benefit under the Plan.

6.04 Rules and Decisions. The Plan Administrator may adopt such rules as he or she deems necessary, desirable or appropriate. All rules and decisions of the Plan Administrator shall be uniformly and consistently applied to all Participants in similar circumstances. When making a determination or calculation, the Plan Administrator shall be entitled to rely upon information furnished by a Participant, the Employers or the legal counsel of the Employers.

6.05 Authorization of Benefit Payments. The Plan Administrator shall issue directions to the Employers concerning all benefits which are to be paid from the Company’s general assets pursuant to the provisions of the Plan.

6.06 Indemnification of Plan Administrator. The Plan Administrator and any Assistant Plan Administrator and any officer or director of any Employer shall be indemnified by the Employers against any and all liabilities arising by reason of any act or failure to act made in good faith pursuant to the provisions of the Plan, including expenses reasonably incurred in the defense of any claim relating thereto.

ARTICLE VII

MISCELLANEOUS

7.01 No Right to Employment, etc. Neither the creation of this Plan nor anything contained herein shall be construed as giving any Participant hereunder or other employees of the Employers or any Related Company any right to remain in the employ of the Employers or any Related Company.

7.02 Successors and Assigns. All rights and obligations of this Plan shall inure to, and be binding upon, the successors and assigns of the Employers.

7.03 Inalienability. Except so far as may be contrary to the laws of any state having jurisdiction in the premises, a Participant or Beneficiary shall have no right to assign, transfer, hypothecate, encumber, commute or anticipate his or her interest in any payments under this Plan and such payments shall not in any way be subject to any legal process to levy upon or attach the same for payment of any claim against any Participant or Beneficiary.

7.04 Incompetency. If any Participant or Beneficiary is, in the opinion of the Plan Administrator, legally incapable of giving a valid receipt and discharge for any payment, the Plan Administrator may, at its option, direct that such payment or any part thereof be made to

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such person or persons who in the opinion of the Plan Administrator are caring for and supporting such Participant or Beneficiary, unless it has received due notice of claim from a duly appointed guardian or conservator of the estate of the Participant or Beneficiary. A payment so made will be a complete discharge of the obligations under this Plan to the extent of and as to that payment, and neither the Plan Administrator nor the Employers will have any obligation regarding the application of payment.

7.05 Controlling Law. To the extent not preempted by the laws of the United States of America, the laws of the State of Illinois shall be the controlling state law in all matters relating to this Plan.

7.06 Severability. If any provisions of this Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Plan, but this Plan shall be construed and enforced as if the illegal and invalid provisions never had been included herein.

7.07 Limitations on Provisions. The provisions of this Plan and any benefits hereunder shall be limited as described herein. Any benefit payable under the Savings Plan shall be paid solely in accordance with the terms and provisions of the Savings Plan, as appropriate, and nothing in this Plan shall operate or be construed in any way to modify, amend, or affect the terms and provisions of the Savings Plan.

7.08 Gender and Number. Whenever the context requires or permits, the gender and number of words shall be interchangeable.

ARTICLE VIII

AMENDMENT AND TERMINATION

8.01 Amendment to Conform with Law. The Plan may be amended to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming the Plan to any present or future law relating to plans of this or a similar nature, and to the administrative regulations and rulings promulgated thereunder.

8.02 Other Amendments and Termination. The Plan may be amended at any time, without the consent of any Participant or Beneficiary. Notwithstanding the foregoing, the Plan shall not be amended or terminated so as to reduce or cancel the benefits which have accrued to a Participant or Beneficiary prior to the later of the date of adoption of the amendment or termination or the effective date thereof, and in the event of such amendment or termination, any such accrued benefit hereunder shall not be reduced or canceled.

8.03 Effect of Change in Control.

(a) In the event of a Change in Control (as defined below), all benefits accrued as of the date of such Change in Control hereunder shall become fully (i.e., 100%) and irrevocably vested, and shall become distributable to Participants (and Beneficiaries) at such time and in such manner provided herein pursuant to the provisions

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of the Plan as in effect on the day immediately preceding the date of such Change in Control. The Plan Administrator shall, in his or her sole discretion, determine whether assets equal in value to the aggregate of all accrued benefits under the Plan as of the date of such Change in Control shall be deposited by the Employers with a bank trustee pursuant to one or more “rabbi trusts.”

(b) For purposes of this Section 8.03, a “Change in Control” means the happening of any of the following:

(1) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than (w) the Company and its affiliates (collectively referred to herein as “RTI”), (x) a trustee or other fiduciary holding securities under an employee benefit plan of RTI, (y) an underwriter temporarily holding securities pursuant to an offering of such securities, or (z) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its affiliates) representing 20% or more of the combined voting power of the Company’s then outstanding securities;

(2) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clauses (1), (3) or (4) of this paragraph) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof;

(3) there occurs a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of RTI, at least 60% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person acquires more than 50% of the combined voting power of the Company’s then outstanding securities; or

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(4) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

A Change in Control shall also be deemed to occur with respect to any Participant for purposes of the Plan if there occurs:

(I) a sale or disposition, directly or indirectly, other than to a person described in subclause (w), (x) or (z) of clause (b) (1) above, of securities of the Participant’s employer, any direct or indirect parent company of the Participant’s employer or any company that is a subsidiary of the Participant’s employer and is also a significant subsidiary (as defined below) of the Company (the Participant’s employer and such a parent or subsidiary being an “Affiliated Company”), representing 50% or more of the combined voting power of the securities of such Affiliated Company then outstanding;

(II) a merger or consolidation of an Affiliated Company with any other corporation, other than a merger or consolidation which would result in 50% or more of the combined voting power of the surviving company being beneficially owned by the Company or by majority owned direct or indirect subsidiary of the Company; or

(III) the sale or disposition of all or substantially all the assets of an Affiliated Company to a person other than the Company or a majority owned direct or indirect subsidiary of the Company.

(c) The provisions of this Section 8.03 may not be amended after the date of a Change in Control without the written consent of a majority in both number and interest of the Participants in this Plan, other than those Participants who are both (i) not employed by the Company or a subsidiary as of the date of the Change in Control, and (ii) not receiving nor could have commenced receiving benefits under the Plan as of the date of the Change in Control, both immediately prior to the Change in Control and at the date of such amendment.

8.04 Manner and Form of Amendment or Termination. Any amendment or termination of this Plan shall be made by action of the Board; provided, however, that the Vice President-Human Resources of the Company and the Treasurer of the Company (or such other person as designated by the Chairman of the Board) are jointly authorized, by written action signed by both such individuals:

(a) to adopt and place in effect such amendments to the Plan and any related documents as they jointly deem necessary or advisable;

(b) to maintain the Plan and any related documents in compliance with applicable law;

(c) to relieve administrative burdens with respect to those documents; or

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(d) to provide for other changes in the best interests of Plan Participants and Beneficiaries without the necessity for further action by the Board or subsequent ratification; provided, however, that any action or amendment that would have the effect of:

(1) terminating the Plan;

(2) materially changing the benefits under the Plan; or

(3) increasing anticipated costs associated with the Plan by more than $5 million, except for changes to comply with applicable law;

may not be made without approval or ratification by the Board.

8.05 Notice of Amendment or Termination. The Plan Administrator shall notify Participants or Beneficiaries who are affected by any amendment or termination of this Plan within a reasonable time thereof.

ARTICLE IX

CLAIMS PROCEDURES

9.01 Filing a Claim. Any Participant or Beneficiary of a deceased Participant (such Participant or Beneficiary being referred to below as a “Claimant”) may deliver to the Plan Administrator a written claim for a determination with respect to the amounts distributable to such Claimant from the Plan. If such a claim relates to the contents of a notice received by the Claimant, the claim must be made within 60 days after such notice was received by the Claimant. All other claims must be made within 180 days of the date on which the event that caused the claim to arise occurred. The claim must state with particularity the determination desired by the Claimant.

9.02 Plan Administrator’s Decision. Within 90 days after the receipt of the claim, the Plan Administrator will provide the Claimant with written notice of his or her decision on the claim. If, because of special circumstances, the Plan Administrator cannot render a decision on the claim within the 90-day period, the Plan Administrator may extend the period in which to render the decision up to 180 days after receipt of the written claim. The Plan Administrator will provide the Claimant with a written notice of the extension, before the end of the initial 90-day period, which indicates the special circumstances requiring the extension and the expected decision date. If the claim is denied in whole or in part, the written notice of the decision will inform the Claimant of:

(a) the specific reasons for the denial;

(b) the specific provisions of the Plan upon which the denial is based;

(c) any additional material or information necessary to perfect the claim and reasons why such material or information is necessary;

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(d) the right to request review of the denial and how to request such review; and

(e) a statement of Claimant’s right to bring a civil action under section 502(a) of the Employee Retirement Income Security Act of 1974 (ERISA) following an adverse benefit determination on review.

9.03 Request for Review of Denied Claim. Within 60 days after the receipt of written notice of a denial of all or a portion of a claim, the Claimant may request a review of the denial in a writing filed with the Plan Administrator. Written comments, documents, records and other information may be submitted to the Plan Administrator along with the review request. During the 60-day period following notice of the denial, the Claimant will be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim for benefits.

9.04 Review of Denied Claim. Upon receipt of a request for review of a claim denial, the Plan Administrator will undertake a full and fair review of the claim denial and provide the Claimant with written notice of his or her decision within 60 days after receipt of the review request. If, because of special circumstances, the Plan Administrator cannot make a decision within the 60-day period, the Plan Administrator may extend the period in which to make the decision up to 120 days after receipt of the review request. The Plan Administrator will provide the Claimant with a written notice of the extension, before the end of the 60-day period, which indicates the special circumstances requiring the extension and the expected decision date. The written notice of the Plan Administrator’s decision will inform the Claimant of:

(a) the specific reasons for the decision;

(b) the specific provisions of the Plan upon which the decision is based;

(c) a statement that Claimant will be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim for benefits;

(d) a statement of the Claimant’s right to bring a civil action under section 502(a) of ERISA.

9.05 Legal Action. Except as may be otherwise required by law, the decision of the Plan Administrator on review of the claim denial will be binding on all parties. A Claimant’s compliance with the foregoing provisions of this Article IX is a mandatory prerequisite to a Claimant’s right to commence any legal action with respect to any claim for benefits under this Plan.

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EX-10.8

		EXHIBIT 10.8
	Chubb Group of Insurance Companies	Executive Protection Portfolio SM
	15 Mountain View Road	Executive Liability and Entity Securities
	Warren, New Jersey 07059	Liability Coverage Section

DECLARATIONS	FEDERAL INSURANCE COMPANY
	A stock insurance company, incorporated under the laws of Indiana, herein called the Company

THIS COVERAGE SECTION PROVIDES CLAIMS MADE COVERAGE, WHICH APPLIES ONLY TO “CLAIMS” FIRST MADE DURING THE “POLICY PERIOD”, OR ANY EXTENDED REPORTING PERIOD. THE LIMIT OF LIABILITY TO PAY “LOSS” WILL BE REDUCED, AND MAY BE EXHAUSTED, BY “DEFENSE COSTS”, AND “DEFENSE COSTS” WILL BE APPLIED AGAINST THE RETENTION. READ THE ENTIRE POLICY CAREFULLY.

Item 1.	Parent Organization:
	RYERSON, INC. 2621 WEST 15TH PLACE CHICAGO, IL 60608
Item 2.	Limits of Liability:
	(A) Each Claim:	$	15,000,000.00
	(B) Each Policy Period:	$	15,000,00000
	(C) Sublimit for all Securityholder Derivative Demands under Insuring Clause 4:	$	250,000.00
Item 3.	Coinsurance Percentage:
	(A) Securities Claims:		000	%
	(B) Claims other than Securities Claims:		0.00	%
Item 4.	Retention:
	(A) Insuring Clauses 1 and 4:		None
	(B) Insuring Clause 2 (Claims other than Securities Claims):	$	1,000,000.00
	(C) Insuring Clauses 2 and 3 (Securities Claims only):	$	2,000,000.00
Item 5.	Organization:
	Ryerson, Inc. and its Subsidiaries

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Chubb Group of Insurance Companies	Executive Protection Portfolio SM
15 Mountain View Road	Executive Liability and Entity Securities
Warren, New Jersey 07059	Liability Coverage Section

Item 6.	Extended Reporting Period:
	(A) Additional Period:	one year
	(B) Additional Premium:	150 % of Annualized Premium for the Expiring Policy Period
Item 7.	Pending or Prior Date:	None

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	Executive Protection Portfolio SM
	Executive Liability and Entity Securities
	Liability Coverage Section

In consideration of payment of the premium and subject to the Declarations, the General Terms and Conditions, and the limitations, conditions, provisions and other terms of this coverage section, the Company and the Insureds agree as follows:

Insuring Clauses

Executive Liability Coverage Insuring Clause 1

1. The Company shall pay, on behalf of each of the Insured Persons, Loss for which the Insured Person is not indemnified by the Organization and which the Insured Person becomes legally obligated to pay on account of any Claim first made against the Insured Person, individually or otherwise, during the Policy Period or, if exercised, during the Extended Reporting Period, for a Wrongful Act committed, attempted, or allegedly committed or attempted by such Insured Person before or during the Policy Period, but only if such Claim is reported to the Company in writing in the manner and within the time provided in Subsection 15 of this coverage section.

Executive Indemnification Coverage Insuring Clause 2

2. The Company shall pay, on behalf of the Organization, Loss for which the Organization grants indemnification to an Insured Person, as permitted or required by law, and which the Insured Person becomes legally obligated to pay on account of any Claim first made against the Insured Person, individually or otherwise, during the Policy Period or, if exercised, during the Extended Reporting Period, for a Wrongful Act committed, attempted, or allegedly committed or attempted by such Insured Person before or during the Policy Period, but only if such Claim is reported to the Company in writing in the manner and within the time provided in Subsection 15 of this coverage section.

Entity Securities Coverage Insuring Clause 3

3. The Company shall pay, on behalf of the Organization, Loss which the Organization becomes legally obligated to pay on account of any Securities Claim first made against the Organization during the Policy Period or, if exercised, during the Extended Reporting Period, for a Wrongful Act committed, attempted, or allegedly committed or attempted by the Organization or the Insured Persons before or during the Policy Period, but only if such Securities Claim is reported to the Company in writing in the manner and within the time provided in Subsection 15 of this coverage section.

Securityholder Derivative Demand Coverage Insuring Clause 4

4. The Company shall pay, on behalf of the Organization, Investigative Costs resulting from a Securityholder Derivative Demand first received by the Organization during the Policy Period or, if exercised, during the Extended Reporting Period, for a Wrongful Act committed, attempted, or allegedly committed or attempted before or during the Policy Period, but only if such Securityholder Derivative Demand is reported to the Company in writing in the manner and within the time provided in Subsection 15 of this coverage section.

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Executive Protection Portfolio ^SM

Executive Liability and Entity Securities

Liability Coverage Section

Definitions

5. When used in this coverage section:

Application means all signed applications, including attachments and other materials submitted therewith or incorporated therein, submitted by the Insureds to the Company for this coverage section or for any coverage section or policy of which this coverage section is a direct or indirect renewal or replacement.

Application shall also include, for each Organization, all of the following documents whether or not submitted with or attached to any such signed application: (i) the Annual Report (including financial statements) last issued to shareholders before this policy’s inception date; (ii) the report last filed with the Securities and Exchange Commission on Form 10-K before this policy’s inception date; (iii) the report last filed with the Securities and Exchange Commission on Form 10-Q before this policy’s inception date; (iv) the proxy statement and (if different) definitive proxy statement last filed with the Securities and Exchange Commission before this policy’s inception date; (v) all reports filed with the Securities and Exchange Commission on Form 8-K during the twelve months preceding this policy’s inception date; and (vi) all reports filed with the Securities and Exchange Commission on Schedule 13D, with respect to any equity securities of such Organization, during the twelve months preceding this policy’s inception date. All such applications, attachments, materials and other documents are deemed attached to, incorporated into and made a part of this coverage section.

Claim means:

(1) when used in reference to the coverage provided by Insuring Clause 1 or 2:

(a) a written demand for monetary damages or non-monetary relief;

(b) a civil proceeding commenced by the service of a complaint or similar pleading; or

(c) a formal civil administrative or civil regulatory proceeding commenced by the filing of a notice of charges or similar document or by the entry of a formal order of investigation or similar document,

against an Insured Person for a Wrongful Act, including any appeal therefrom;

(2) when used in reference to the coverage provided by Insuring Clause 3:

(a) a written demand for monetary damages or non-monetary relief;

(b) a civil proceeding commenced by the service of a complaint or similar pleading; or

(c) a formal civil administrative or civil regulatory proceeding commenced by the filing of a notice of charges or similar document or by the entry of a formal order of investigation or similar document, but only while such proceeding is also pending against an Insured Person,

against an Organization for a Wrongful Act, including any appeal therefrom; or

(3) when used in reference to the coverage provided by Insuring Clause 4, a Securityholder Derivative Demand.

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	Executive Protection Portfolio SM
	Executive Liability and Entity Securities
	Liability Coverage Section

Except as may otherwise be provided in Subsection 12, Subsection 13(g),or Subsection 15(b) of this coverage section, a Claim will be deemed to have first been made when such Claim is commenced as set forth in this definition (or, in the case of a written demand, including but not limited to any Securityholder Derivative Demand, when such demand is first received by an Insured).

Defense Costs means that part of Loss consisting of reasonable costs, charges, fees (including but not limited to attorneys’ fees and experts’ fees) and expenses (other than regular or overtime wages, salaries, fees or benefits of the directors, officers or employees of the Organization) incurred in defending any Claim and the premium for appeal, attachment or similar bonds.

Domestic Partner means any natural person qualifying as a domestic partner under the provisions of any applicable federal, state or local law or under the provisions of any formal program established by the Organization.

Financial Impairment means the status of an Organization resulting from:

(a) the appointment by any state or federal official, agency or court of any receiver, conservator, liquidator, trustee, rehabilitator or similar official to take control of, supervise, manage or liquidate such Organization; or

(b) such Organization becoming a debtor in possession under the United States bankruptcy law or the equivalent of a debtor in possession under the law of any other country.

Insured means the Organization and any Insured Person.

Insured Capacity means the position or capacity of an Insured Person that causes him or her to meet the definition of Insured Person set forth in this coverage section. Insured Capacity does not include any position or capacity held by an Insured Person in any organization other than the Organization, even if the Organization directed or requested the Insured Person to serve in such position or capacity in such other organization.

Insured Person means any natural person who was, now is or shall become:

(a) a duly elected or appointed director, officer, Manager, or the in-house general counsel of any Organization chartered in the United States of America;

(b) a holder of a position equivalent to any position described in (a) above in an Organization that is chartered in any jurisdiction other than the United States of America; or

(c) solely with respect to Securities Claims, any other employee of an Organization, provided that such other employees shall not, solely by reason of their status as employees, be Insured Persons for purposes of Exclusion 6(c).

Investigative Costs means reasonable costs, charges, fees (including but not limited to attorneys’ fees and experts’ fees) and expenses (other than regular or overtime wages, salaries, fees, or benefits of the directors, officers, or employees of the Organization) incurred by the Organization (including its Board of Directors or any committee of its Board of Directors) in investigating or evaluating on behalf of the Organization whether it is in the best interest of the Organization to prosecute the claims alleged in a Securityholder Derivative Demand.

Page 5 of 19

Executive Protection Portfolio ^SM

Executive Liability and Entity Securities

Liability Coverage Section

Loss means:

(a) the amount that any Insured Person (for purposes of Insuring Clauses 1 and 2) or the Organization (for purposes of Insuring Clause 3) becomes legally obligated to pay on account of any covered Claim, including but not limited to damages (including punitive or exemplary damages, if and to the extent that such punitive or exemplary damages are insurable under the law of the jurisdiction most favorable to the insurability of such damages provided such jurisdiction has a substantial relationship to the relevant Insureds, to the Company, or to the Claim giving rise to the damages), judgments, settlements, pre-judgment and post-judgment interest and Defense Costs; or

(b) for purposes of Insuring Clause 4, covered Investigative Costs.

Loss does not include:

(a) any amount not indemnified by the Organization for which an Insured Person is absolved from payment by reason of any covenant, agreement or court order;

(b) any costs incurred by the Organization to comply with any order for injunctive or other non-monetary relief, or to comply with an agreement to provide such relief;

(c) any amount incurred by an Insured in the defense or investigation of any action, proceeding or demand that is not then a Claim even if (i) such amount also benefits the defense of a covered Claim, or (ii) such action, proceeding or demand subsequently gives rise to a Claim;

(d) taxes, fines or penalties, or the multiple portion of any multiplied damage award, except as provided above with respect to punitive or exemplary damages;

(e) any amount not insurable under the law pursuant to which this coverage section is construed, except as provided above with respect to punitive or exemplary damages;

(f) any amount allocated to non-covered loss pursuant to Subsection 17 of this coverage section; or

(g) any amount that represents or is substantially equivalent to an increase in the consideration paid (or proposed to be paid) by an Organization in connection with its purchase of any securities or assets.

Manager means any natural person who was, now is or shall become a manager, member of the Board of Managers or equivalent executive of an Organization that is a limited liability company.

Organization means, collectively, those organizations designated in Item 5 of the Declarations for this coverage section, including any such organization in its capacity as a debtor in possession under the United States bankruptcy law or in an equivalent status under the law of any other country.

Page 6 of 19

	Executive Protection Portfolio SM
	Executive Liability and Entity Securities
	Liability Coverage Section

Pollutants means (a) any substance located anywhere in the world exhibiting any hazardous characteristics as defined by, or identified on a list of hazardous substances issued by, the United States Environmental Protection Agency or any state, county, municipality or locality counterpart thereof, including, without limitation, solids, liquids, gaseous or thermal irritants, contaminants or smoke, vapor, soot, fumes, acids, alkalis, chemicals or waste materials, or (b) any other air emission, odor, waste water, oil or oil products, infectious or medical waste, asbestos or asbestos products or any noise.

Related Claims means all Claims for Wrongful Acts based upon, arising from, or in consequence of the same or related facts, circumstances, situations, transactions or events or the same or related series of facts, circumstances, situations, transactions or events.

Securities Claim means that portion of a Claim which:

(a) is brought by a securityholder of an Organization

(i) in his or her capacity as a securityholder of such Organization, with respect to his or her interest in securities of such Organization, and against such Organization or any of its Insured Persons; or

(ii) derivatively, on behalf of such Organization, against an Insured Person of such Organization; or

(b) alleges that an Organization or any of its Insured Persons

(i) violated a federal, state, local or foreign securities law or a rule or regulation promulgated under any such securities law; or

(ii) committed a Wrongful Act that constitutes or arises from a purchase, sale, or offer to purchase or sell securities of such Organization.

provided that Securities Claim does not include any Claim by or on behalf of a former, current, future or prospective employee of the Organization that is based upon, arising from, or in consequence of any offer, grant or issuance, or any plan or agreement relating to the offer, grant or issuance, by the Organization to such employee in his or her capacity as such of stock, stock warrants, stock options or other securities of the Organization, or any payment or instrument the amount or value of which is derived from the value of securities of the Organization; and provided, further, that Securities Claim does not include any Securityholder Derivative Demand.

Securityholder Derivative Demand means:

(a) any written demand, by a securityholder of an Organization, upon the Board of Directors or Board of Managers of such Organization to bring a civil proceeding in a court of law against an Insured Person for a Wrongful Act; or

(b) any lawsuit by a securityholder of an Organization, brought derivatively on behalf of such Organization against an Insured Person for a Wrongful Act without first making a demand as described in (a) above,

provided such demand or lawsuit is brought and maintained without any active assistance or participation of, or solicitation by, any Insured Person.

Page 7 of 19

Executive Protection Portfolio ^SM

Executive Liability and Entity Securities

Liability Coverage Section

Subsidiary, either in the singular or plural, means any organization while more than fifty percent (50%) of the outstanding securities or voting rights representing the present right to vote for election of or to appoint directors or Managers of such organization are owned or controlled, directly or indirectly, in any combination, by one or more Organizations.

Wrongful Act means:

(a) any error, misstatement, misleading statement, act, omission, neglect, or breach of duty committed, attempted, or allegedly committed or attempted by an Insured Person in his or her Insured Capacity, or for purposes of coverage under Insuring Clause 3, by the Organization, or

(b) any other matter claimed against an Insured Person solely by reason of his or her serving in an Insured Capacity.

Exclusions

Applicable To All Insuring Clauses

6. The Company shall not be liable for Loss on account of any Claim:

(a) based upon, arising from, or in consequence of any fact, circumstance, situation, transaction, event or Wrongful Act that, before the inception date set forth in Item 2 of the Declarations of the General Terms and Conditions, was the subject of any notice given under any policy or coverage section of which this coverage section is a direct or indirect renewal or replacement;

(b) based upon, arising from, or in consequence of any demand, suit or other proceeding pending against, or order, decree or judgment entered for or against any Insured, on or prior to the Pending or Prior Date set forth in Item 7 of the Declarations for this coverage section, or the same or substantially the same fact, circumstance or situation underlying or alleged therein;

(c) brought or maintained by or on behalf of any Insured in any capacity; provided that this Exclusion 6(c) shall not apply to:

(i) a Claim brought or maintained derivatively on behalf of the Organization by one or more securityholders of the Organization, provided such Claim is brought and maintained without any active assistance or participation of, or solicitation by, any Insured Person;

(ii) an employment Claim brought or maintained by or on behalf of an Insured Person;

(iii) a Claim brought or maintained by an Insured Person for contribution or indemnity, if such Claim directly results from another Claim covered under this coverage section; or

(iv) a Claim brought by an Insured Person who has not served in an Insured Capacity for at least four (4) years prior to the date such Claim is first made and who brings and maintains such Claim without any active assistance or participation of, or solicitation by, the Organization or any other Insured Person who is serving or has served in an Insured Capacity within such four (4) year period;

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	Executive Protection Portfolio SM
	Executive Liability and Entity Securities
	Liability Coverage Section

(d) based upon, arising from, or in consequence of:

(i) any actual, alleged, or threatened exposure to, or generation, storage, transportation, discharge, emission, release, dispersal, escape, treatment, removal or disposal of any Pollutants; or

(ii) any regulation, order, direction or request to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize any Pollutants, or any action taken in contemplation or anticipation of any such regulation, order, direction or request,

including but not limited to any Claim for financial loss to the Organization, its securityholders or its creditors based upon, arising from, or in consequence of any matter described in clause (i) or clause (ii) of this Exclusion 6(d);

(e) for bodily injury, mental anguish, emotional distress, sickness, disease or death of any person or damage to or destruction of any tangible property including loss of use thereof whether or not it is damaged or destroyed; provided that this Exclusion 6(e) shall not apply to mental anguish or emotional distress for which a claimant seeks compensation in an employment Claim;

(f) for an actual or alleged violation of the responsibilities, obligations or duties imposed on fiduciaries by the Employee Retirement Income Security Act of 1974, or any amendments thereto, or any rules or regulations promulgated thereunder, or any similar provisions of any federal, state, or local statutory law or common law anywhere in the world;

(g) for Wrongful Acts of an Insured Person in his or her capacity as a director, officer, manager, trustee, regent, governor or employee of any entity other than the Organization, even if the Insured Person’s service in such capacity is with the knowledge or consent or at the request of the Organization; or

(h) made against a Subsidiary or an Insured Person of such Subsidiary for any Wrongful Act committed, attempted, or allegedly committed or attempted during any time when such entity was not a Subsidiary

Applicable To Insuring Clauses 1 and 2 Only

7. The Company shall not be liable under Insuring Clause 1 or 2 for Loss on account of any Claim made against any Insured Person:

(a) for an accounting of profits made from the purchase or sale by such Insured Person of securities of the Organization within the meaning of Section 16(b) of the Securities Exchange Act of 1934, any amendments thereto, or any similar provision of any federal, state, or local statutory law or common law anywhere in the world; or

(b) based upon, arising from, or in consequence of:

(i) the committing in fact of any deliberately fraudulent act or omission or any willful violation of any statute or regulation by such Insured Person; or

Page 9 of 19

Executive Protection Portfolio ^SM

Executive Liability and Entity Securities

Liability Coverage Section

(ii) such Insured Person having gained in fact any profit, remuneration or advantage to which such Insured Person was not legally entitled,

as evidenced by (A) any written statement or written document by any insured or (B) any judgment or ruling in any judicial, administrative or alternative dispute resolution proceeding.

Applicable To Insuring Clause 3 Only

8. The Company shall not be liable under Insuring Clause 3 for Loss on account of any Securities Claim made against any Organization:

(a) based upon, arising from, or in consequence of:

(i) the committing in fact of any deliberately fraudulent act or omission or any willful violation of any statute or regulation by an Organization or by any past, present or future chief financial officer, in-house general counsel, president, chief executive officer or chairperson of an Organization; or

(ii) such Organization having gained in fact any profit, remuneration or advantage to which such Organization was not legally entitled,

as evidenced by (A) any written statement or written document by any Insured or (B) any judgment or ruling in any judicial, administrative or alternative dispute resolution proceeding; or

(b) for any actual or alleged liability of an Organization under any contract or agreement that relates to the purchase, sale, or offer to purchase or sell any securities; provided that this Exclusion 8(b) shall not apply to liability that would have attached to such Organization in the absence of such contract or agreement.

Severability of Exclusions

9.	(a)	No fact pertaining to or knowledge possessed by any Insured Person shall be imputed to any other Insured Person for the purpose of applying the exclusions in Subsection 7 of this coverage section.
	(b)	Only facts pertaining to and knowledge possessed by any past, present, or future chief financial officer, in-house general counsel, president, chief executive officer or chairperson of an Organization shall be imputed to such Organization for the purpose of applying the exclusions in Subsection 8 of this coverage section.

Spouses, Estates and Legal Representatives

10. Subject otherwise to the General Terms and Conditions and the limitations, conditions, provisions and other terms of this coverage section, coverage shall extend to Claims for the Wrongful Acts of an Insured Person made against:

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	Executive Protection Portfolio SM
	Executive Liability and Entity Securities
	Liability Coverage Section

(a) the estate, heirs, legal representatives or assigns of such Insured Person if such Insured Person is deceased or the legal representatives or assigns of such Insured Person if such Insured Person is incompetent, insolvent or bankrupt; or

(b) the lawful spouse or Domestic Partner of such Insured Person solely by reason of such spouse or Domestic Partner’s status as a spouse or Domestic Partner, or such spouse or Domestic Partner’s ownership interest in property which the claimant seeks as recovery for an alleged Wrongful Act of such Insured Person.

All terms and conditions of this coverage section, including without limitation the Retention, applicable to Loss incurred by the Insured Persons, shall also apply to loss incurred by the estates, heirs, legal representatives, assigns, spouses and Domestic Partners of such Insured Persons. The coverage provided by this Subsection 10 shall not apply with respect to any loss arising from an act or omission by an Insured Person’s estate, heirs, legal representatives, assigns, spouse or Domestic Partner.

Coordination With Employment Practices Liability Coverage Section

11. Any Loss otherwise covered by both (i) this coverage section and (ii) any employment practices liability coverage section or policy issued by the Company or by any affiliate of the Company (an “Employment Practices Liability Coverage”) first shall be covered as provided in, and shall be subject to the limit of liability, retention and coinsurance percentage applicable to such Employment Practices Liability Coverage. Any remaining Loss otherwise covered by this coverage section which is not paid under such Employment Practices Liability Coverage shall be covered as provided in, and shall be subject to the Limit of Liability, Retention and Coinsurance Percentage applicable to this coverage section; provided the Retention applicable to such Loss under this coverage section shall be reduced by the amount of Loss otherwise covered by this coverage section which is paid by the Insureds as the retention under such Employment Practices Liability Coverage.

Extended Reporting Period

12. If the Company or the Parent Organization terminates or does not renew this coverage section, other than termination by the Company for nonpayment of premium, the Parent Organization and the Insured Persons shall have the right, upon payment of the additional premium set forth in Item 6(B) of the Declarations for this coverage section, to an extension of the coverage granted by this coverage section for Claims that are (i) first made during the period set forth in Item 6(A) of the Declarations for this coverage section (the “Extended Reporting Period”) following the effective date of termination or nonrenewable, and (ii) reported to the Company in writing within the time provided in Subsection 15(a) of this coverage section, but only to the extent such Claims are for Wrongful Acts committed, attempted, or allegedly committed or attempted before the earlier of the effective date of termination or nonrenewal or the date of the first merger, consolidation or acquisition event described in Subsection 21 below. The offer of renewal terms and conditions or premiums different from those in effect prior to renewal shall not constitute refusal to renew. The right to purchase an extension of coverage as described in this Subsection shall lapse unless written notice of election to purchase the extension, together with payment of the additional premium due, is received by the Company within thirty (30) days after the effective date of termination or nonrenewal Any Claim made during the Extended Reporting Period shall be deemed to have been made during the immediately preceding Policy Period. The entire additional premium for the Extended Reporting Period shall be deemed fully earned at the inception of such Extended Reporting Period.

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Executive Protection Portfolio ^SM

Executive Liability and Entity Securities

Liability Coverage Section

Limit of Liability, Retention and Coinsurance

13.       (a) The Company’s maximum liability for all Loss on account of each Claim, whether covered under one or more Insuring Clauses, shall be the Limit of Liability set forth in Item 2(A) of the Declarations for this coverage section. The Company’s maximum aggregate liability for all Loss on account of all Claims first made during the Policy Period, whether covered under one or more Insuring Clauses, shall be the Limit of Liability for each Policy Period set forth in Item 2(B) of the Declarations for this coverage section.

(b) The Company’s maximum aggregate liability under Insuring Clause 4 for all Investigative Costs on account of all Securityholder Derivative Demands shall be the Sublimit set forth in Item 2(C) of the Declarations for this coverage section. Such Sublimit is part of, and not in addition to, the Limits of Liability set forth in Items 2(A) and 2(B) of the Declarations.

(c) Defense Costs are part of, and not in addition to, the Limits of Liability set forth in Item 2 of the Declarations for this coverage section, and the payment by the Company of Defense Costs shall reduce and may exhaust such applicable Limits of Liability.

(d) The Company’s liability under Insuring Clause 2 or 3 shall apply only to that part of covered Loss (as determined by any applicable provision in Subsection 17 of this coverage section) on account of each Claim which is excess of the applicable Retention set forth in Item 4 of the Declarations for this coverage section. Such Retention shall be depleted only by Loss otherwise covered under this coverage section and shall be borne by the Insureds uninsured and at their own risk. Except as otherwise provided in Subsection 14, no Retention shall apply to any Loss under Insuring Clause 1 or 4.

(e) If different parts of a single Claim are subject to different Retentions, the applicable Retentions will be applied separately to each part of such Claim, but the sum of such Retentions shall not exceed the largest applicable Retention.

(f) To the extent that Loss resulting from a Securities Claim is covered under Insuring Clause 2 or 3 (as determined by Subsection 17(a) of this coverage section) and is in excess of the applicable Retention, the Insureds shall bear uninsured and at their own risk that percentage of such Loss specified as the Coinsurance Percentage in Item 3(A) of the Declarations for this coverage section, and the Company’s liability shall apply only to the remaining percentage of such Loss. To the extent that Loss resulting from a Claim other than a Securities Claim is covered under Insuring Clause 2 or 3 (as determined by Subsection 17(b) of this coverage section) and is in excess of the applicable Retention, the Insureds shall bear uninsured and at their own risk that percentage of such Loss specified as the Coinsurance Percentage in Item 3(B) of the Declarations for this coverage section, and the Company’s liability shall apply only to the remaining percentage of such Loss.

(g) All Related Claims shall be treated as a single Claim first made on the date the earliest of such Related Claims was first made, or on the date the earliest of such Related Claims is treated as having been made in accordance with Subsection 15(b) below, regardless of whether such date is before or during the Policy Period.

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(h) The limit of liability available during the Extended Reporting Period (if exercised) shall be part of, and not in addition to, the Company’s maximum aggregate limit of liability for all Loss on account of all Claims first made during the immediately preceding Policy Period.

Presumptive Indemnification

14. If the Organization fails or refuses, other than for reason of Financial Impairment, to indemnify an Insured Person for Loss, or to advance Defense Costs on behalf of an Insured Person, to the fullest extent permitted by statutory or common law, then, notwithstanding any other conditions, provisions or terms of this coverage section to the contrary, any payment by the Company of such Defense Costs or other Loss shall be subject to:

(i) the applicable Insuring Clause 2 Retention set forth in Item 4 of the Declarations for this coverage section; and

(ii) the applicable Coinsurance Percentage set forth in Item 3 of the Declarations for this coverage section.

Reporting and Notice

15.       (a) The Insureds shall, as a condition precedent to exercising any right to coverage under this coverage section, give to the Company written notice of any Claim as soon as practicable, but in no event later than the earliest of the following dates:

(i) sixty (60) days after the date on which any Organization’s chief financial officer, in-house general counsel, risk manager, president, chief executive officer or chairperson first becomes aware that the Claim has been made;

(ii) if this coverage section expires (or is otherwise terminated) without being renewed and if no Extended Reporting Period is purchased, sixty (60) days after the effective date of such expiration or termination; or

(iii) the expiration date of the Extended Reporting Period, if purchased;

provided that if the Company sends written notice to the Parent Organization, at any time before the date set forth in (i) above with respect to any Claim, stating that this coverage section is being terminated for nonpayment of premium, the Insureds shall give to the Company written notice of such Claim prior to the effective date of such termination.

(b) If during the Policy Period an Insured:

(i) becomes aware of circumstances which could give rise to a Claim and gives written notice of such circumstances to the Company;

(ii) receives a written request to toll or waive a statute of limitations applicable to Wrongful Acts committed, attempted, or allegedly committed or attempted before or during the Policy Period and gives written notice of such request and of such alleged Wrongful Acts to the Company; or

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(iii) gives written notice to the Company of a Securityholder Derivative Demand,

then any Claim subsequently arising from the circumstances referred to in (i) above, from the Wrongful Acts referred to in (ii) above, or from the Securityholder Derivative Demand referred to in (iii) above, shall be deemed to have been first made during the Policy Period in which the written notice described in (i), (ii) or (iii) above was first given by an Insured to the Company, provided any such subsequent Claim is reported to the Company as set forth in Subsection 15(a) above. With respect to any such subsequent Claim, no coverage under this coverage section shall apply to loss incurred prior to the date such subsequent Claim is actually made.

(c) The Insureds shall, as a condition precedent to exercising any right to coverage under this coverage section, give to the Company such information, assistance, and cooperation as the Company may reasonably require, and shall include in any notice under Subsection 15(a) or (b) a description of the Claim, circumstances, or Securityholder Derivative Demand, the nature of any alleged Wrongful Acts, the nature of the alleged or potential damage, the names of all actual or potential claimants, the names of all actual or potential defendants, and the manner in which such Insured first became aware of the Claim, circumstances, or Securityholder Derivative Demand.

Defense and Settlement

16.    (a) It shall be the duty of the Insureds and not the duty of the Company to defend Claims made against the Insureds.

(b) The Insureds agree not to settle or offer to settle any Claim, incur any Defense Costs or otherwise assume any contractual obligation or admit any liability with respect to any Claim without the Company’s prior written consent. The Company shall not be liable for any element of Loss incurred, for any obligation assumed, or for any admission made, by any Insured without the Company’s prior written consent. Provided the Insureds comply with Subsections 16(c) and (d) below, the Company shall not unreasonably withhold any such consent.

(c) With respect to any Claim that appears reasonably likely to be covered in whole or in part under this coverage section, the Company shall have the right and shall be given the opportunity to effectively associate with the Insureds, and shall be consulted in advance by the Insureds, regarding the investigation, defense and settlement of such Claim, including but not limited to selecting appropriate defense counsel and negotiating any settlement.

(d) The Insureds agree to provide the Company with all information, assistance and cooperation which the Company may reasonably require and agree that in the event of a Claim the Insureds will do nothing that could prejudice the Company’s position or its potential or actual rights of recovery.

(e) Any advancement of Defense Costs shall be repaid to the Company by the Insureds, severally according to their respective interests, if and to the extent it is determined that such Defense Costs are not insured under this coverage section.

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Allocation

17.    (a) If in any Securities Claim the Insureds incur both Loss that is covered under this coverage section and loss that is not covered under this coverage section, the Insureds and the Company shall allocate such amount between covered Loss and non-covered loss as follows:

(i) The portion, if any, of such amount that is in part covered and in part not covered under Insuring Clause 2 shall be allocated in its entirety to covered Loss, subject, however, to the applicable Retention and Coinsurance Percentage set forth in Items 4(C) and 3(A) of the Declarations for this coverage section, respectively; and

(ii) The portion, if any, of such amount that is in part covered and in part not covered under Insuring Clause 1 or 3 shall be allocated between covered Loss and non-covered loss based on the relative legal and financial exposures of the Insureds to covered and non-covered matters and, in the event of a settlement in such Securities Claim, based also on the relative benefits to the Insureds from settlement of the covered matters and from settlement of the non-covered matters; provided that the amount so allocated to covered Loss under Insuring Clause 3 shall be subject to the Retention and Coinsurance Percentage set forth in Items 4(C) and 3(A) of the Declarations for this coverage section, respectively.

The Company shall not be liable under this coverage section for the portion of such amount allocated to non-covered loss. The allocation described in (i) above shall be final and binding on the Company and the Insureds under Insuring Clause 2, but shall not apply to any allocation under Insuring Clauses 1 and 3.

(b) If in any Claim other than a Securities Claim the Insured Persons incur both Loss that is covered under this coverage section and loss that is not covered under this coverage section, either because such Claim includes both covered and non-covered matters or because such Claim is made against both Insured Persons and others (including the Organization), the Insureds and the Company shall allocate such amount between covered Loss and non-covered loss based on the relative legal and financial exposures of the parties to covered and non-covered matters and, in the event of a settlement in such Claim, based also on the relative benefits to the parties from such settlement. The Company shall not be liable under this coverage section for the portion of such amount allocated to non-covered loss.

(c) If the Insureds and the Company agree on an allocation of Defense Costs, the Company shall advance on a current basis Defense Costs allocated to the covered Loss. If the Insureds and the Company cannot agree on an allocation:

(i) no presumption as to allocation shall exist in any arbitration, suit or other proceeding;

(ii) the Company shall advance on a current basis Defense Costs which the Company believes to be covered under this coverage section until a different allocation is negotiated, arbitrated or judicially determined; and

(iii) the Company, if requested by the Insureds, shall submit the dispute to binding arbitration. The rules of the American Arbitration Association shall apply except with respect to the selection of the arbitration panel, which shall consist of one arbitrator selected by the Insureds, one arbitrator selected by the Company, and a third independent arbitrator selected by the first two arbitrators.

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(d) Any negotiated, arbitrated or judicially determined allocation of Defense Costs on account of a Claim shall be applied retroactively to all Defense Costs on account of such Claim, notwithstanding any prior advancement to the contrary. Any allocation or advancement of Defense Costs on account of a Claim shall not apply to or create any presumption with respect to the allocation of other Loss on account of such Claim.

Other Insurance

18. If any Loss under this coverage section is insured under any other valid insurance policy(ies), then this coverage section shall cover such Loss, subject to its limitations, conditions, provisions and other terms, only to the extent that the amount of such Loss is in excess of the applicable retention (or deductible) and limit of liability under such other insurance, whether such other insurance is stated to be primary, contributory, excess, contingent or otherwise, unless such other insurance is written only as specific excess insurance over the Limits of Liability provided in this coverage section. Any payment by Insureds of a retention or deductible under such other insurance shall reduce, by the amount of such payment which would otherwise have been covered under this coverage section, the applicable Retention under this coverage section.

Payment of Loss

19. In the event payment of Loss is due under this coverage section but the amount of such Loss in the aggregate exceeds the remaining available Limit of Liability for this coverage section, the Company shall:

(a) first pay such Loss for which coverage is provided under Insuring Clause 1 of this coverage section; then

(b) to the extent of any remaining amount of the Limit of Liability available after payment under (a) above, pay such Loss for which coverage is provided under any other Insuring Clause of this coverage section.

Except as otherwise provided in this Subsection 19, the Company may pay covered Loss as it becomes due under this coverage section without regard to the potential for other future payment obligations under this coverage section.

Changes in Exposure

Acquisition /Creation of Another Organization

20. If before or during the Policy Period any Organization:

(a) acquires securities or voting rights in another organization or creates another organization, which as a result of such acquisition or creation becomes a Subsidiary; or

(b) acquires another organization by merger into or consolidation with an Organization such that the Organization is the surviving entity.

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such other organization and its Insured Persons shall be Insureds under this coverage section, but only with respect to Wrongful Acts committed, attempted, or allegedly committed or attempted after such acquisition or creation unless the Company agrees, after presentation of a complete application and all other appropriate information, to provide coverage by endorsement for Wrongful Acts committed, attempted, or allegedly committed or attempted by such Insureds before such acquisition or creation.

If the total assets of any such acquired organization or new Subsidiary exceed ten percent (10%) of the total assets of the Parent Organization (as reflected in the most recent audited consolidated financial statements of such organization and the Parent Organization, respectively, as of the date of such acquisition or creation), the Parent Organization shall give written notice of such acquisition or creation to the Company as soon as practicable, but in no event later than sixty (60) days after the date of such acquisition or creation, together with such other information as the Company may require and shall pay any reasonable additional premium required by the Company. If the Parent Organization fails to give such notice within the time specified in the preceding sentence, or fails to pay the additional premium required by the Company, coverage for such acquired or created organization and its Insured Persons shall terminate with respect to Claims first made more than sixty (60) days after such acquisition or creation. Coverage for any acquired or created organization described in this paragraph, and for the Insured Persons of such organization, shall be subject to such additional or different terms, conditions and limitations of coverage as the Company in its sole discretion may require.

Acquisition by Another Organization

21. If:

(a) the Parent Organization merges into or consolidates with another organization and the Parent Organization is not the surviving entity; or

(b) another organization or person or group of organizations and/or persons acting in concert acquires securities or voting rights which result in ownership or voting control by the other organization(s) or person(s) of more than fifty percent (50%) of the outstanding securities or voting rights representing the present right to vote for the election of or to appoint directors or Managers of the Parent Organization,

coverage under this coverage section shall continue until termination of this coverage section, but only with respect to Claims for Wrongful Acts committed, attempted, or allegedly committed or attempted by Insureds before such merger, consolidation or acquisition. Upon the occurrence of any event described in (a) or (b) of this Subsection 21, the entire premium for this coverage section shall be deemed fully earned. The Parent Organization shall give written notice of such merger, consolidation or acquisition to the Company as soon as practicable, but in no event later than sixty (60) days after the date of such merger, consolidation or acquisition, together with such other information as the Company may require. Upon receipt of such notice and information and at the request of the Parent Organization, the Company shall provide to the Parent Organization a quotation for an extension of coverage (for such period as may be negotiated between the Company and the Parent Organization) with respect to Claims for Wrongful Acts committed, attempted, or allegedly committed or attempted by Insureds before such merger, consolidation or acquisition. Any coverage extension pursuant to such quotation shall be subject to such additional or different terms, conditions and limitations of coverage, and payment of such additional premium, as the Company in its sole discretion may require.

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Cessation of Subsidiary

22. In the event an organization ceases to be a Subsidiary before or during the Policy Period, coverage with respect to such Subsidiary and its Insured Persons shall continue until termination of this coverage section, but only with respect to Claims for Wrongful Acts committed, attempted, or allegedly committed or attempted while such organization was a Subsidiary.

Related Entity Public Offering

23. If any Organization files or causes to be filed, with the United States Securities and Exchange Commission or an equivalent agency or government department in any country other than the United States of America, any registration statement in contemplation of a public offering of equity securities by any entity other than the Parent Organization (irrespective of whether such public offering is an initial public offering or a secondary or other offering subsequent to an initial public offering), then the Company shall not be liable for Loss on account of any Claim based upon, arising from, or in consequence of such registration statement or the sale, offer to sell, distribution or issuance of any securities pursuant to such registration statement, unless (i) the Company receives written notice at least thirty (30) days prior to the effective date of such registration statement providing full details of the contemplated offering, and (ii) the Company, in its sole discretion, agrees by written endorsement to this coverage section to provide coverage for such Claims upon such terms and conditions, subject to such limitations and other provisions, and for such additional premium as the Company may require. If the Company in its sole discretion agrees to provide coverage for such Claims, the additional premium specified by the Company shall be payable to the Company in full not later than the date on which such registration statement becomes effective.

Representations and Severability

24. In issuing this coverage section the Company has relied upon the statements, representations and information in the Application. All of the Insureds acknowledge and agree that all such statements, representations and information (i) are true and accurate, (ii) were made or provided in order to induce the Company to issue this coverage section, and (iii) are material to the Company’s acceptance of the risk to which this coverage section applies.

In the event that any of the statements, representations or information in the Application are not true and accurate, this coverage section shall be void with respect to (i) any Insured who knew as of the effective date of the Application the facts that were not truthfully and accurately disclosed (whether or not the Insured knew of such untruthful disclosure in the Application) or to whom knowledge of such facts is imputed, and (ii) the Organization under Insuring Clause 2 to the extent it indemnifies an Insured Person who had such actual or imputed knowledge. For purposes of the preceding sentence:

(a) the knowledge of any Insured Person who is a past, present or future chief financial officer, in-house general counsel, chief executive officer, president or chairperson of an Organization shall be imputed to such Organization and its Subsidiaries;

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(b) the knowledge of the person(s) who signed the Application for this coverage section shall be imputed to all of the Insureds; and

(c) except as provided in (a) above, the knowledge of an Insured Person who did not sign the Application shall not be imputed to any other Insured.

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EX-10.14

EXHIBIT 10.14

February     , 2006

________________________                                

________________________                                

________________________                                

Dear                     :

Ryerson Inc. (“RYERSON”) considers it essential to the best interests of its stockholders to foster the continuous employment of key management personnel of RYERSON and its subsidiaries (collectively, the “Company”). In this connection, the Board of Directors of RYERSON (the “Board”) recognizes that, as is the case with many publicly held corporations, the possibility of a change in control may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of RYERSON and its stockholders.

The Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company’s management, including yourself, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a change in control of the Company. In order to induce you to remain in the employ of the Company and in consideration of your agreement set forth in Subsection 2(ii) hereof, RYERSON agrees that you shall receive the severance benefits set forth in this letter agreement (“Agreement”) in the event your employment with the Company is terminated subsequent to a “change in control of the Company” (as defined in Section 2 hereof) or in connection with a “potential change in control of the Company” (as defined in Section 2 hereof) under the circumstances described below. This Agreement shall constitute an amendment and restatement of and shall supersede any prior agreement entered into between you and RYERSON with respect to these matters. In the event that you receive severance benefits hereunder, such benefits shall be in lieu of, and you shall not be entitled to receive, any benefits or payments under any other severance plan or policy of the Company or any agreement with the Company and the provisions of Section 5 through 7 hereof shall supercede any provisions relating to comparable matters under such other severance plan or policy or such other agreement. In addition, if you are or become entitled to benefits from the Company pursuant to another agreement providing for benefits on account of a change in control or the law of a jurisdiction other than the United States or any state or territory thereof as a result of an event for which benefits are payable to you pursuant this Agreement, the benefits paid to you pursuant to this Agreement shall be reduced by the amount paid to you pursuant to such other agreement or law.

1. Term of Agreement. This Agreement shall commence on the date hereof and shall continue in effect until the first anniversary of the date on which RYERSON gives you a written notice of termination of the Agreement. Notwithstanding the preceding sentence: (i) if your employer is a direct or indirect subsidiary of RYERSON, this Agreement shall terminate on the date on which RYERSON ceases to own, directly or indirectly, at least 80 percent of your employer for any reason which does not constitute a change in control of the Company, and (ii) if a change in control of the Company or a potential change in control of the Company shall have occurred during the original or extended term of this Agreement, this Agreement shall continue in effect for a period of thirty-six (36) months beyond the month in which such change in control or potential change in control of the Company occurred unless earlier terminated under clause (i) next above.

2. Change in Control; Potential Change in Control. a) No benefits shall be payable hereunder unless there shall have been a potential change in control or a change in control of the Company, as set forth below. For purposes of this Agreement, a “change in control of the Company” shall be deemed to have occurred if:

(A) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than (w) the Company, (x) a trustee or other fiduciary holding voting securities under an employee benefit plan of the Company, (y) an underwriter temporarily holding voting securities pursuant to an offering of such securities, or (z) a corporation owned, directly or indirectly, by the security holders of RYERSON in substantially the same proportions as their ownership of voting securities of RYERSON, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of voting securities of RYERSON (not including in the voting securities beneficially owned by such person any voting securities acquired directly from RYERSON or its affiliates) representing 20% or more of the combined voting power of RYERSON’s then outstanding voting securities;

(B) during any period of two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a person who has entered into an agreement with RYERSON to effect a transaction described in clauses (A), (C) or (D) of this Subsection 2(i)) whose election by the Board or nomination for election by RYERSON’s security holders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved (“Continuing Directors”), cease for any reason to constitute a majority thereof;

(C) there occurs a merger or consolidation of RYERSON with any other corporation, other than a merger or consolidation which would result in the voting securities of RYERSON outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding voting securities under an employee benefit plan of the Company, at least 60% of the combined voting power of the voting securities of RYERSON or such surviving

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entity outstanding immediately after such merger or consolidation, or a merger or consolidation effected to implement a recapitalization of RYERSON (or similar transaction) in which no person acquires more than 50% of the combined voting power of RYERSON’s then outstanding voting securities;

(D) the holders of voting securities of RYERSON approve a plan of complete liquidation of RYERSON or an agreement for the sale or disposition by RYERSON of all or substantially all of RYERSON’s assets; or

(E) there occurs:

(x) a sale or disposition, directly or indirectly, other than to a person described in subclause (w), (x) or (z) of clause (A) of this Subsection 2(i), of voting securities of your employer, any direct or indirect parent company of your employer or any company that is a subsidiary of your employer and is also a significant subsidiary (as defined below) of RYERSON (your employer and such a parent or subsidiary being a “Related Company”), representing 50% or more of the combined voting power of the securities of such Related Company then outstanding;

(y) a merger or consolidation of a Related Company with any other corporation, other than:

(1) a merger or consolidation which would result in the voting securities of the Related Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding voting securities under an employee benefit plan of the Company, at least 60% of the combined voting power of the voting securities of the Related Company or such surviving entity outstanding immediately after such merger or consolidation;

(2) a merger or consolidation effected to implement a recapitalization of the Related Company (or similar transaction) in which no person acquires more than 50% of the combined voting power of the Related Company’s then outstanding voting securities; or

(3) a merger or consolidation which would result in 50% or more of the combined voting power of the surviving company being beneficially owned by RYERSON or by a majority owned direct or indirect subsidiary of RYERSON; or

(z) the sale or disposition of all or substantially all the assets of a Related Company to a person other than RYERSON or a majority owned direct or indirect subsidiary of RYERSON.

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Notwithstanding any other provision of this Agreement, no change in control of the Company shall be deemed to have occurred under this Subsection 2(i) if (I) such transaction includes or involves a sale to the public or a distribution to the stockholders of RYERSON of more than 50% of the voting securities of your employer or a direct or indirect parent of your employer, and (II) your employer or a direct or indirect parent of your employer agrees to become a successor to RYERSON under this Agreement or you are covered by an agreement providing for benefits upon a change in control of your employer following an event described clause (E). For purposes of this Agreement, the term “significant subsidiary” has the meaning given to such term under Rule 405 of the Securities Act of 1933, as amended.

(ii) For purposes of this Agreement, a “potential change in control of the Company” shall be deemed to have occurred if:

(A) RYERSON enters into an agreement, the consummation of which would result in the occurrence of a change in control of the Company;

(B) any person (including RYERSON) publicly announces an intention to take or to consider taking actions which if consummated would constitute a change in control of the Company;

(C) any person, other than (w) the Company, (x) a trustee or other fiduciary holding voting securities under an employee benefit plan of the Company, (y) an underwriter temporarily holding voting securities pursuant to an offering of such securities, or (z) a corporation owned, directly or indirectly, by the security holders of RYERSON in substantially the same proportions as their ownership of voting securities of RYERSON, who is or becomes the beneficial owner, directly or indirectly, of voting securities of RYERSON representing 9.5% or more of the combined voting power of RYERSON’s then outstanding voting securities, increases his beneficial ownership of such securities by 5% or more over the percentage so owned by such person on the date hereof; or

(D) the Board adopts a resolution to the effect that, for purposes of this Agreement, a potential change in control of the Company has occurred.

You agree that, subject to the terms and conditions of this Agreement, in the event of a potential change in control of the Company, you will remain in the employ of the Company until the earliest of (i) a date which is six (6) months from the occurrence of such potential change in control of the Company, (ii) the termination by you of your employment by reason of Disability or Retirement, as defined in Subsection 3(i), or (iii) the occurrence of a change in control of the Company. If your employment is terminated by the Company without Cause (as defined in Subsection 3(ii) below) coincident with or prior to a change in control of the Company and within twelve (12) months after the occurrence of a potential change in control of the Company and a change in control of the Company occurs within six (6) months after such termination, you shall be entitled to the compensation and benefits hereunder as if your termination of employment without Cause followed a change in control of the Company; provided, however, that no benefits shall be payable under this sentence if prior to the change in control of the Company, RYERSON ceased to own, directly or indirectly, at least 80% of the voting securities of your employer.

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(iii) The foregoing to the contrary notwithstanding, a change in control of the Company shall not be deemed to have occurred with respect to you if:

(A) the event first giving rise to the potential change in control of the Company involves a publicly announced transaction or publicly announced proposed transaction which at the time of the announcement has not been previously approved by the Board and you are “part of a purchasing group” (as defined below) proposing the transaction;

(B) you are part of a purchasing group which consummates the change in control transaction; or

(C) the change in control of the Company would otherwise occur under Subsection 2(i)(D) due to the sale of a significant subsidiary, which significant subsidiary constitutes all or substantially all of the assets of RYERSON and you are not employed by RYERSON or the significant subsidiary which is the subject of the transaction.

For purposes of this Agreement, you shall be deemed “part of a purchasing group” if you are an equity participant or have agreed to become an equity participant in the purchasing company or group (except for (A) passive ownership of less than 1% of the stock of the purchasing company or (B) ownership of equity participation in the purchasing company or group which is otherwise not deemed to be significant, as determined prior to the change in control of the Company by a majority of the non-employee Continuing Directors).

3. Termination Following Change in Control. If a change in control of the Company, as defined in Section 2 hereof, shall have occurred, you shall be entitled to the benefits provided in Subsection 4(iii) hereof upon the subsequent termination of your employment during the term of this Agreement unless such termination is (A) because of your death, Disability or Retirement, (B) by the Company for Cause, or (C) by you other than for Good Reason.

(i) Disability; Retirement. If, as a result of your incapacity due to physical or mental illness, you shall have been absent from the full-time performance of your duties with the Company for six (6) consecutive months, and within thirty (30) days after written notice of termination is given you shall not have returned to the full-time performance of your duties, your employment may be terminated for “Disability”. Termination by the Company or you of your employment based on “Retirement” shall mean termination on or after your normal retirement age in accordance with the Company’s retirement policy generally applicable to its salaried employees or in accordance with any retirement arrangement established with your consent with respect to you.

(ii) Cause. Termination by the Company of your employment for “Cause” shall mean termination upon (A) the willful and continued failure by you to substantially perform your duties with the Company (other than any such failure resulting from your incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice

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of Termination by you for Good Reason as defined in Subsections 3(iv) and 3(iii), respectively) after a written demand for substantial performance is delivered to you by the Board, which demand specifically identifies the manner in which the Board believes that you have not substantially performed your duties, or (B) the willful engaging by you in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes of this Subsection 3(ii), no act, or failure to act, on your part shall be deemed “willful” unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in the best interest of the Company. Notwithstanding the foregoing, you shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to you and an opportunity for you, together with your counsel, to be heard before the Board), finding that in the good faith opinion of the Board you were guilty of conduct set forth above in clauses (A) or (B) of the first sentence of this Subsection 3(ii) and specifying the particulars thereof in detail; provided that, in the event of a dispute concerning the application of this provision, no claim by the Company that Cause exists shall be given effect unless the Company establishes to the Board by clear and convincing evidence that Cause exists.

(iii) Good Reason. You shall be entitled to terminate your employment for Good Reason. For purposes of this Agreement, “Good Reason” shall mean, without your express written consent, the occurrence after a change in control of the Company of any of the following circumstances unless, in the case of paragraphs (A), (E), (F), (G) or (H), such circumstances are fully corrected prior to the Date of Termination specified in the Notice of Termination, as defined in Subsections 3(v) and 3(iv), respectively, given in respect thereof:

(A) the assignment to you of any duties materially inconsistent with your status as an executive officer of the Company or a substantial adverse alteration in the nature or status of your responsibilities from those in effect immediately prior to the change in control of the Company other than any such alteration primarily attributable to the fact that the Company may no longer be a public company;

(B) a reduction by the Company in your annual base salary as in effect on the date hereof or as the same may be increased from time to time;

(C) the Company’s requiring that your principal place of business be at an office located more than 50 miles from where your principal place of business is located immediately prior to the change in control of the Company, except for required travel on the Company’s business to an extent substantially consistent with your business travel obligations immediately prior to the change in control of the Company;

(D) the failure by the Company, without your consent, to pay to you any portion of your current compensation, or to pay to you any portion of an installment of deferred compensation under any deferred compensation program of the Company, within seven (7) days of the date such compensation is due;

(E) the failure by the Company to continue in effect any compensation plan in which you participate immediately prior to the change in control of the Company which

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is material to your total compensation, including but not limited to the Ryerson Annual Incentive Plan (the “Annual Incentive Plan”), Ryerson 2002 Incentive Stock Plan and any successor thereto (collectively, the “Incentive Stock Plans”), Ryerson Nonqualified Savings Plan (the “Nonqualified Savings Plan”), or the Ryerson Savings Plan (the “Savings Plan”) or any substitute or alternative plans adopted prior to the change in control, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue your participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of your participation relative to other participants, as existed at the time of the Change in Control;

(F) the failure by the Company to continue to provide you with benefits substantially similar to those enjoyed by you under any of the Company’s defined contribution plan, life insurance, medical, dental, or short-term and long term disability plans or programs in which you were participating at the time of the change in control of the Company, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive you of any material fringe benefit enjoyed by you at the time of the change in control of the Company, or the failure by the Company to provide you with the number of paid vacation days to which you are entitled on the basis of years of service with the Company in accordance with the Company’s normal vacation policy in effect at the time of the change in control of the Company;

(G) the failure of RYERSON to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 5 hereof; or

(H) any purported termination of your employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Subsection 3(iv) below (and, if applicable, the requirements of Subsection 3(ii) above); for purposes of this Agreement, no such purported termination shall be effective.

Your right to terminate your employment pursuant to this Section 3 shall not be affected by your incapacity due to physical or mental illness. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. For purposes of any determination regarding the existence of Good Reason, any claim by you that Good Reason exists shall be presumed to be correct unless the Company establishes to the Board by clear and convincing evidence that Good Reason does not exist.

(iv) Notice of Termination. Any purported termination of your employment by the Company or by you shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 6 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated.

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(v) Date of Termination, Etc. “Date of Termination” shall mean (A) if your employment is terminated for Disability, thirty (30) days after Notice of Termination is given (provided that you shall not have returned to the full-time performance of your duties during such thirty (30) day period), and (B) if your employment is terminated pursuant to Subsection 3(ii) or 3(iii) above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Subsection 3(ii) above shall not be less than thirty (30) days, and in the case of a termination pursuant to Subsection 3(iii) above shall not be less than fifteen (15) nor more than sixty (60) days, respectively, from the date such Notice of Termination is given); provided that if within fifteen (15) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this proviso), the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the termination, the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected) but shall be deemed to be within the thirty-six (36) month period following a change in control of the Company; provided further that the Date of Termination shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue you as a participant in all compensation, benefit and insurance plans and programs in which you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this Subsection 3(v). Amounts paid under this Subsection 3(v) are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.

4. Compensation Upon Termination or During Disability. Following a change in control of the Company, as defined by Subsection 2(i), upon termination of your employment or during a period of Disability you shall be entitled to the following benefits:

(i) During any period that you fail to perform your full-time duties with the Company as a result of incapacity due to physical or mental illness, you shall continue to receive your base salary at the rate in effect at the commencement of any such period, together with all compensation payable to you under the Pension Plan, Supplemental Plan, Annual Incentive Plan, Savings Plan and Nonqualified Savings Plan during such period, until this Agreement is terminated pursuant to Subsection 3(i) hereof. Thereafter, in the event your employment shall be terminated, your benefits shall be determined under the Company’s retirement, insurance and other compensation plans and programs then in effect in accordance with the terms of such plans and programs.

(ii) If your employment shall be terminated by the Company for Cause or by you other than for Good Reason, Disability, death or Retirement, the Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts to which you are entitled under any compensation plan of the Company at the time such payments are due, and the Company shall have no further obligations to you under this Agreement.

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(iii) If your employment by the Company shall be terminated (a) by the Company other than for Cause, Retirement or Disability, or (b) by you for Good Reason, then you shall be entitled to the compensation and benefits provided below subject to the terms and conditions of this Agreement, including without limitation, paragraph (K) below and Section 7 hereof.

(A) The Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts to which you are entitled under any compensation plan or program of the Company, at the time such payments are due, except as otherwise provided below.

(B) In lieu of any further salary payments to you for periods subsequent to the Date of Termination, the Company shall pay as severance pay to you severance payments equal to three times the sum of (x) your annual base salary in effect immediately prior to the occurrence of the circumstance giving rise to the Notice of Termination given in respect thereof, and (y) the greater of (I) your target award under the Annual Incentive Plan or similar successor plan for the year in which the Date of Termination occurs, or (II) the average annual amount of the Award paid to you pursuant to the Annual Incentive Plan or similar successor plan with respect to the five years immediately preceding that in which the Date of Termination occurs, such average annual amount being calculated by aggregating all such Awards paid with respect to such five years and dividing such aggregate amount by the number of years for which such an Award was actually paid to you. You acknowledge that an amount equal to one times the sum of (x) plus (y) above is in consideration of your agreement to the terms of Sections 5 through 7 below and shall be paid in a lump sum in accordance with paragraph (J) below.

(C) Notwithstanding any provision of the Annual Incentive Plan, the Company shall pay to you a lump sum amount under that plan at least equal to the sum of (x) any incentive compensation under the Annual Incentive Plan which has been allocated or awarded to you for a completed fiscal year or other measuring period preceding the Date of Termination but has not yet been paid, and (y) a pro rata portion to the Date of Termination for the current fiscal year or other measuring period of the amount equal to the Target Award percentage applicable to you under the Annual Incentive Plan or similar successor plan on the Date of Termination times your annual base salary then in effect.

(D) The Compensation Committee shall determine, in its sole discretion, the method of settling the value of all shares of common stock of RYERSON (“RYERSON Shares”) issuable upon exercise of outstanding stock options granted to you under RYERSON’s stock option plans (“Options”) (which Options shall be cancelled upon the making of the settlement referred to in (1) or (2) below).

(1) If the Compensation Committee determines to settle such Options in cash, you shall receive an amount in cash equal to the product of (i) the excess of (x) in the case of incentive stock options (as defined in

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section 422A of the Internal Revenue Code of 1986, as amended (the “Code”)) (“ISOs”), granted prior to the date of this Agreement (without regard to any renewal hereof), the closing price of RYERSON’s shares as reported on the New York Stock Exchange Composite Transactions on or nearest the Date of Termination, or in the case of all other Options (other than ISOs granted prior to the date of this Agreement (without regard to any renewal hereof)), the Change in Control Price (as defined below), over (y) the per share exercise price of each Option then held by you (whether or not then fully exercisable), times (ii) the number of RYERSON Shares covered by each such Option.

(2) If the Compensation Committee determines to settle such Options in shares, you shall receive shares equal to the amount of cash determined pursuant to paragraph (1) above, divided by (x) in the case of ISOA granted after the date of this Agreement (without regard to any renewal hereof), the closing price of Ryerson’s shares as reported on the New York Stock Exchange Composite Transactions on or nearest the Date of Termination, or in the case of all other Options (other than ISOA granted prior to the date of this Agreement (without regard to any renewal hereof), the Change in Control Price, with any fractional shares paid in cash.

For purposes of this Agreement, the “Change in Control Price” means: (1) with respect to a merger or consolidation of RYERSON described in Subsection 2(i)(C) in which the consideration per share of RYERSON’s common stock to be paid for the acquisition of shares of common stock specified in the agreement of merger or consolidation is all in cash, the highest such consideration per share; (2) with respect to a change in control of the Company by reason of an acquisition of voting securities described in Subsection 2(i)(A), the highest price per share for any share of RYERSON’s common stock paid by any holder of any of the securities representing 20% or more of the combined voting power of RYERSON giving rise to the change in control of the Company; and (3) with respect to a change in control of the Company by reason of a merger or consolidation of RYERSON (other than a merger or consolidation described in Clause (1) next above), stockholder approval of an agreement or plan described in Subsection 2(i)(D), a change in the composition of the Board described in Subsection 2(i)(B) or a change in control of the Company pursuant to Subsection 2(i)(E) (relating to mergers, consolidations and sales of securities or assets of a Related Company), the highest price per share of common stock reported on the New York Stock Exchange Composite Transactions (or, if such shares are not traded on the New York Stock Exchange, such other principal market on which such shares are traded) during the sixty (60) day period ending on the date the change in control of the Company occurs.

(E) To the extent not otherwise vested in accordance with the terms and conditions of the Incentive Stock Plans, you shall be fully vested in any restricted shares issued thereunder. You shall receive an amount in cash with respect to each performance share award granted under the Incentive Stock Plans which was outstanding on the date of the change in control which is equal to (i) the Change in Control Price, multiplied by (ii) 100% of the target award amount under such performance share award, and further multiplied by (iii) a fraction, the denominator of which is the number of months (rounded

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to the nearest whole number) in the original performance cycle for such performance share award, and the numerator of which is the number of months (rounded to the nearest whole number) of such 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 such performance share award, and if you receive any payment with respect to such performance share 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 (E) with respect to such award.

(F) The Company shall also pay to you all legal fees and expenses incurred by you as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code to any payment or benefit provided hereunder). Such payments shall be made within five (5) days (or, if later, the earliest date permitted under Section 409A of the Code) after your request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require. You shall be entitled to select your legal counsel, and your rights to payment pursuant to this paragraph (F) shall not be affected by the final outcome of any dispute with the Company.

(G) This paragraph (G) applies in the event that (i) you become entitled to any payments or benefits under this Agreement (the “Contract Payments”), and (ii) the aggregate present value (calculated in accordance with Section 280G of the Code) exceeds by fifteen percent or more the threshold amount at which you become subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code, i.e. such present value exceeds by fifteen percent or more an amount equal to three times your “base amount” determined under Section 280G of the Code. In that case, the Company shall pay to you, no later than the fifth day following the Date of Termination (or, if you are a specified employee within the meaning of Section 409A of the Code on such date, the earliest date that payment can be made to you in accordance with Section 409A), an additional amount (the “Gross-Up Payment”) such that the net amount retained by you, after deduction of any Excise Tax on the Contract Payments and such other Total Payments and any federal and state and local income and other payroll taxes and Excise Tax upon the payment provided for by this paragraph (G), shall be equal to the Contract Payments and such other Total Payments.

(H) For purposes of determining whether any of the payments will be subject to the Excise Tax, the amount of such Excise Tax, whether you are entitled to a Gross-Up Payment in accordance with paragraph (G) above, and whether your Total Payments will be reduced pursuant to Paragraph (K) below and the amount of such reduction, (i) any other payments or benefits received or to be received by you in connection with a change in control of the Company or your termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company,

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any person whose actions result in a change in control or any person affiliated with the Company or such person) payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a change in control or any person affiliated with the Company or such person (together with the Contract Payments, the “Total Payments”), shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code and all “excess parachute payments” within the meaning of Section 280G(b)(l) of the Code shall be treated as subject to the Excise Tax unless in the opinion of tax counsel selected by RYERSON’s independent auditors and reasonably acceptable to you, it is more likely than not that such other payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Section 280G(b)(4)(A) of the Code or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4)(B) of the Code in excess of the base amount allocable to such reasonable compensation within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax, (ii) the amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the amount of the Total Payments or (B) the amount of excess parachute payments within the meaning of Section 280G(b)(l) of the Code (after applying clause (i) above), and (iii) the value of any noncash benefits or any deferred payment or benefit shall be determined by RYERSON’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residence on the Date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

(I) In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of your employment, you shall repay to the Company at the time that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and federal and state and local income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a reduction in Excise Tax and/or a federal and state and local income tax deduction) plus interest on the amount of such repayment at a rate equal to 120 percent of the applicable Federal rate determined under Section 1274(d) of the Code, compounded semi-annually. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of your employment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess (plus any interest payable with respect to such excess) at the time that the amount of such excess is finally determined.

(J) Subject to the following provisions of this paragraph (J), the payments provided for in paragraphs (B), (C), (D) and (E) above and Subsection 4(iv) shall be paid to you in a lump sum within five days following your Date of Termination; provided,

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however, that if the amounts of such payments cannot be finally determined on or before the date payments are to be made, the Company shall pay to you on such day an estimate, as determined in good faith by the Company, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at a rate equal to 120 percent of the applicable Federal rate determined under Section 1274(d) of the Code, compounded semi-annually) as soon as the amount thereof can be determined but in no event later than the thirtieth day after the Date of Termination. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, you shall promptly repay to the Company the amount of such excess (together with interest at a rate equal to 120 percent of the applicable Federal rate determined under Section 1274(d) of the Code, compounded semi-annually).

(K) In the event that (i) you become entitled to any payments or benefits under this Agreement, but you are not entitled to a Gross-Up Payment under paragraph (G) above, the amount of payments and benefits to which you are entitled under this Agreement shall be reduced by the minimum amount necessary such that no part of your Total Payments (after such reduction) constitutes an excess parachute payment within the meaning of Section 280G(b)(i) of the Code. You will be entitled to elect by written notice to the Company which payments or benefits are to be reduced; provided, however, that if you do not make such an election within ten days after receiving from the Company a written summary prepared by its independent auditors of the value of the payments and benefits for purposes of Section 280G of the Code, the reduction shall be made first from the amounts payable under paragraph (B) above and, then, as the Company may determined in its discretion, from the payments under paragraphs (C), (D) and (E) above. In the event that the amount of the reduction calculated under this paragraph K is subsequently determined to be too little to avoid an excess parachute payment or is greater than required to avoid an excess parachute payment, you shall promptly repay to the Company (if too little) or receive from the Company (if too great) an amount equal to the difference together with interest at a rate equal to 120 percent of the applicable Federal rate determined under Section 1274(d) of the Code, compounded semi-annually. Notwithstanding the foregoing provisions of this paragraph (J), if you are a “specified employee” within the meaning of Section 409A of the Code on your Date of Termination, the payments provided for in paragraphs (B), (C) and (E) above and Subsection 4(iv) shall be paid as soon as administratively practicable after (but in no event more than five (5) days after) the date which is six (6) months after your Date of Termination.

(L) If your employment shall be terminated (A) by the Company other than for Cause, Retirement or Disability or (B) by you for Good Reason, then for a thirty-six (36) month period after such termination, the Company shall arrange to provide you with: (1) life insurance and long-term disability, medical and dental benefits substantially similar to those which you are receiving immediately prior to the Notice of Termination, (2) financial advisory services similar to those provided currently to executives of the Company, if any, and (3) outplacement services. Benefits otherwise receivable by you pursuant to this Subsection 4(iv) shall be reduced to the extent comparable benefits are actually received by you during the thirty-six (36) month period following your termination, and any such benefits actually received by you shall be reported to the

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Company. Any rights that you have to continuation of life, disability, accident or health coverage under this Agreement shall be credited toward, and shall not be in addition to, any rights to continuation of life, disability or health coverage you may have under applicable state or federal law.

(iv) If your employment shall be terminated (A) by the Company other than for Cause, Retirement or Disability or (B) by you for Good Reason, then in addition to the retirement benefits to which you are entitled under the Pension Plan and Supplemental Plan or any successor plans thereto, the Company shall pay you in cash at the time and in the manner provided in paragraph (J) of Subsection 4(iii), a lump sum equal to the excess of (x) the actuarial equivalent of the retirement pension (taking into account any early retirement subsidy associated therewith and determined as a straight life annuity commencing at age sixty-five (65) or any earlier date, but in no event earlier than the second anniversary of the Date of Termination whichever annuity yields a greater benefit) which you would have accrued under the terms of the Pension Plan and Supplemental Plan (without regard to any amendments to any such plans made subsequent to a change in control of the Company and on or prior to the Date of Termination, which amendment adversely affects in any manner the computation of retirement benefits thereunder), determined as if you were fully vested thereunder and had accumulated (after the Date of Termination) thirty-six (36) additional months of age and service credit thereunder at the higher of the rate of average compensation during the twelve (12) months prior to the change in control of the Company or the rate of average compensation used to calculate your benefits under such plans immediately preceding the Date of Termination, over (y) the actuarial equivalent of the retirement pension (taking into account any early retirement subsidy associated therewith and determined as a straight life annuity commencing at age sixty-five (65) or any earlier date, but in no event earlier than the Date of Termination whichever annuity yields a greater benefit) which you had then accrued pursuant to the provisions of the Pension Plan and the Supplemental Plan. For purposes of this Subsection 4(iv), “actuarial equivalent” shall be determined using the same assumptions utilized under the Pension Plan for purposes of determining alternative forms of benefits immediately prior to the change in control of the Company.

(v) You shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 be reduced by any compensation earned by you as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by you to the Company, or otherwise, except as provided in Subsection 4(iv).

(vi) In addition to all other amounts payable to you under this Section 4, you shall be entitled to receive all benefits payable to you under the Pension Plan, the Savings Plan, the Supplemental Plan, the Nonqualified Savings Plan and any other plan or agreement relating to retirement benefits.

5. Confidentiality and Ownership. You acknowledge and agree that the Confidential Information (as defined in paragraph (A) below) is the property of the Company. Accordingly, except as may be required by applicable law or the lawful order of a court or regulatory body, or except to the extent that you have express authorization from the Company to do otherwise, you will:

(A) Confidential Information. Keep secret and confidential indefinitely all Confidential Information and not disclose such Confidential Information, either directly or indirectly, to any other person, firm or business entity, or to use it in any way. For purposes of this Agreement, “Confidential Information” means all non-public information, observations or data relating to the Company which you have learned during your employment with the Company, whether or not a trade secret within the meaning of applicable law, including but not limited to: (i) new products and new product development; (ii) marketing strategies and plans, market experience with products, and market research; (iii) manufacturing processes, technologies and production plans and methods; (iv) formulas, research in progress and unpublished manuals or know how devices, methods, techniques, processes and inventions; (v) regulatory filings and communications; (vi) identity of and relationship with licensees, licensers or suppliers; (vi) finances, financial information, and financial management systems; (vii) technological and engineering data; (viii) identities of and information concerning customers, vendors and suppliers and prospective customers, vendors and suppliers; (ix) development, expansion and business strategies, plans and techniques; (x) computer programs; (xi) research and development activities; (xii) litigation and pending litigation; and (xiii) any other information or documents which you are told or reasonably ought to know the Company regards as proprietary or confidential.

(B) On your Date of Termination or at the Company’s earlier request, you will promptly return to the Company any and all records, documents, data, memoranda, reports, physical property, information, computer disks, tapes or software or other materials, and all copies thereof, relating to the business of the Company obtained by you

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during your employment with the Company. You further agree to deliver to the Company, at its request, any computer in your possession or control which has contained any Confidential Information for the purpose of ensuring that all Confidential Information stored on the computer has been delivered to the Company.

(C) You agree that all inventions, innovations, discoveries, improvements, developments, trade secrets, processes, procedures, methods, designs, analyses, drawings, reports, and all similar or related information which relates to the Company’s actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by you while employed by the Company (“Work Product”) belong to the Company. You shall promptly inform the Company of such Work Product, and shall execute such assignments as may be necessary to transfer to the Company the benefits of the Work Product, in whole or in part, or conceived by you either alone or with others, which result from any work which you may do for or at the request of the Company, whether or not conceived by you while on holiday, on vacation, or off the premises of the Company, including such of the foregoing items conceived during the course of employment which are developed or perfected after your Date of Termination. You shall assist the Company or its nominee, to obtain patents, trademarks and service marks and agree to execute all documents and to take all other actions which are necessary or appropriate to secure to the Company the benefits thereof. Such patents, trademarks and service marks shall become the property of the Company. You shall deliver to the Company all sketches, drawings, models, figures, plans, outlines, descriptions or other information with respect thereto.

(D) To the extent that any court or agency seeks to have you disclose Confidential Information, you shall promptly inform the Company, and you shall take such reasonable steps to prevent disclosure of Confidential Information until the Company has been informed of such requested disclosure. To the extent that you obtain information on behalf of the Company that may be subject to attorney-client privilege as to the Company’s attorneys, you shall take reasonable steps to maintain the confidentiality of such information and to preserve such privilege.

(E) Nothing in the foregoing provisions of this Section 5 shall be construed so as to prevent you from using, in connection with your employment for yourself or an employer other than the Company, knowledge which was acquired by you during the course of your employment with the Company, and which is generally known to persons of your experience in other companies in the same industry other than through your acts or omission to act.

6. Noncompetition/Nonsolicitation. You acknowledge that the industry in which the Company is engaged is a highly competitive business, and that you are a key executive of the Company. You further acknowledge that as a result of your senior position within the Company, you have acquired and will acquire extensive Confidential Information and knowledge of the Company’s business and the industry in which it operates and will develop relationships with and knowledge of customers, employees, vendors and suppliers of the Company and its subsidiaries and affiliates. Accordingly, you agree that during the time you are employed by the

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Company (the “Employment Period”) and for a period of 36 months after your Date of Termination, you agree as follows:

(A) You will not directly or indirectly, own, operate, manage, control, participate or have any financial interest in, consult with, advise, engage in services for (whether for yourself or for any other person and whether as proprietor, principal, stockholder, partner, agent, director, officer, employee, consultant, independent contractor or in any other capacity), any Competitor of the Company, or in any manner engage in the start-up of a business (including by yourself or in association with any person, firm, corporate or other business organization through any other entity) in Competition with the Company, provided that, this shall not prevent you from ownership of 1% or less of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System or ownership of securities in any entity affiliated with the Company. “Competitor” or “in Competition” refers to a person or entity, including metals-related internet marketplaces, engaged in the metal service center processing and/or distribution business.

(B) You will not directly or indirectly contact, call upon, solicit business from, sell or render services to, any customer of the Company with respect to the provision of services identical or similar to any service provided by the Company during the Employment Period or in the process of being provided as of your Date of Termination, for which you had any responsibility or about which you had any Confidential Information during the Employment Period.

(C) You will not directly or indirectly either alone or in cooperation with others, encourage any employees of the Company to seek or accept an employment or business relationship with a person or entity other than the Company, or in any way interfere with the relationship of the Company and any subsidiary or affiliate and any employee thereof, including without limitation, to hire, solicit for hire, or discuss or encourage the employment of, any of the employees of the Company who were employed by the Company during the Employment Period; provided however, this shall not apply to an employee whose employment was terminated by the Company before your Date of Termination, if such termination was not caused by any direct or indirect involvement of you or your subsequent employer.

(D) You will not directly or indirectly either alone or in cooperation with others, encourage any supplier, distributor, franchisee, licensee, or other business relation of the Company, cease or curtail doing business with the Company, or in any way interfere with the relationship between any such customer, supplier, distributor, franchisee, licensee or business relation and the Company.

7. Reasonableness of Restrictions, Injunctive Relief and Remedies.

(A) You acknowledge that your rights to compete and disclose Confidential Information and trade secrets are limited hereby only to the extent necessary to protect the Company and that, in the event that your employment with the Company terminates

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for any reason, you will be able to earn a livelihood without violating the foregoing restrictions. You acknowledge that the restrictions cited herein are reasonable and necessary for the protection of the Company’s legitimate business interests.

(B) You acknowledge that the services to be rendered by you are of a special, unique and extraordinary character and, in connection with such services, you will have access to confidential information vital to the Company’s businesses. By reason of this, you consent and agree that if you violate any of the provisions of Section 5 or 6 above, the Company would sustain irreparable harm and, therefore, in addition to any other remedies which the Company may have under this Agreement or otherwise, you shall immediately forfeit all remaining payments and benefits to which you are entitled under this Agreement and the Company shall be entitled to an injunction from any court of competent jurisdiction restraining you from committing or continuing any such violation of this Agreement, including, without limitation, restraining you from disclosing, using for any purpose, selling, transferring or otherwise disposing of, in whole or in part, any trade secrets, Confidential Information, proprietary information, client or customer lists or other information pertaining to the financial condition, business, manner of operation, affairs, plans or prospects of the Company. You acknowledge that damages at law would not be an adequate remedy for violation of Section 5 or 6, and you therefore agree that the provisions may be specifically enforced against you in any court of competent jurisdiction. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages.

8. Successors; Binding Agreement. (i) RYERSON will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of RYERSON to expressly assume and agree to perform this Agreement in the same manner and to the same extent that RYERSON or the Company would be required to perform it if no such succession had taken place. Failure of RYERSON to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle you to compensation from the Company in the same amount and on the same terms as you would be entitled to hereunder if you terminate your employment for Good Reason following a change in control of the Company, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. In the event a successor of RYERSON assumes and agrees to perform this Agreement, by operation of law or otherwise, the term “RYERSON”, as used in this Agreement, shall mean such successor and the term “Company” shall mean, collectively, such successor and the affiliates of such successor.

(ii) This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If you should die while any amount would still be payable to you hereunder if you had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there is no such designee, to your estate.

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9. Notice. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement, provided that all notice to the Company shall be directed to the attention of the Board with a copy to the Secretary of RYERSON, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

10. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by you and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Illinois. All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law. The obligations of RYERSON and the Company under Section 4 shall survive the expiration of the term of this Agreement.

11. Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

12. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

13. Settlement of Disputes; Arbitration. All claims by you for benefits under this Agreement shall be directed to and determined by the Board and shall be in writing. Any denial by the Board of a claim for benefits under this Agreement shall be delivered to you in writing and shall set forth the specific reasons for the denial and the specific provisions of this Agreement relied upon. The Board shall afford a reasonable opportunity to you for a review of the decision denying a claim and shall further allow you to appeal to the Board a decision of the Board within sixty (60) days after notification by the Board that your claim has been denied. Except as provided in Section 7 above, any further dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Chicago, Illinois, in accordance with the rules of the American Arbitration Association then in effect, provided, however, that the evidentiary standards set forth in this Agreement shall apply. Judgment may be entered on the arbitrator’s award in any court having jurisdiction; provided, however, that you shall be entitled to seek specific performance of your right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement.

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If this letter sets forth our agreement on the subject matter hereof, kindly sign and return to RYERSON the enclosed copy of this letter which will then constitute our agreement on this subject.

Sincerely,
RYERSON INC.
By
	Vice President - Human Resources

Agreed to this      day of                     , 2006

(Signature)

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EX-10.15

Exhibit 10.15

Schedule to Form of Senior Executive Change in Control Agreement between

Ryerson Inc. and the following parties:

Neil S. Novich

Jay M. Gratz

Gary J. Niederpruem

EX-10.16

EXHIBIT 10.16

February     , 2006

________________________                                

________________________                                

________________________                                

Dear                     :

Ryerson Inc. (“RYERSON”) considers it essential to the best interests of its stockholders to foster the continuous employment of key management personnel of RYERSON and its subsidiaries (collectively, the “Company”). In this connection, the Board of Directors of RYERSON (the “Board”) recognizes that, as is the case with many publicly held corporations, the possibility of a change in control may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of RYERSON and its stockholders.

The Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company’s management, including yourself, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a change in control of the Company. In order to induce you to remain in the employ of the Company and in consideration of your agreement set forth in Subsection 2(ii) hereof, RYERSON agrees that you shall receive the severance benefits set forth in this letter agreement (“Agreement”) in the event your employment with the Company is terminated subsequent to a “change in control of the Company” (as defined in Section 2 hereof) or in connection with a “potential change in control of the Company” (as defined in Section 2 hereof) under the circumstances described below. This Agreement shall constitute an amendment and restatement of and shall supersede any prior agreement entered into between you and RYERSON with respect to these matters. In the event that you receive severance benefits hereunder, such benefits shall be in lieu of, and you shall not be entitled to receive, any benefits or payments under any other severance plan or policy of the Company or any agreement with the Company and the provisions of Section 5 through 7 hereof shall supercede any provisions relating to comparable matters under such other severance plan or policy or such other agreement. In addition, if you are or become entitled to benefits from the Company pursuant to another agreement providing for benefits on account of a change in control or the law of a jurisdiction other than the United States or any state or territory thereof as a result of an event for which benefits are payable to you pursuant this Agreement, the benefits paid to you pursuant to this Agreement shall be reduced by the amount paid to you pursuant to such other agreement or law.

1. Term of Agreement. This Agreement shall commence on the date hereof and shall continue in effect until the first anniversary of the date on which RYERSON gives you a written notice of termination of the Agreement. Notwithstanding the preceding sentence: (i) if your employer is a direct or indirect subsidiary of RYERSON, this Agreement shall terminate on the date on which RYERSON ceases to own, directly or indirectly, at least 80 percent of your employer for any reason which does not constitute a change in control of the Company, and (ii) if a change in control of the Company or a potential change in control of the Company shall have occurred during the original or extended term of this Agreement, this Agreement shall continue in effect for a period of twenty-four (24) months beyond the month in which such change in control or potential change in control of the Company occurred unless earlier terminated under clause (i) next above.

2. Change in Control; Potential Change in Control. a) No benefits shall be payable hereunder unless there shall have been a potential change in control or a change in control of the Company, as set forth below. For purposes of this Agreement, a “change in control of the Company” shall be deemed to have occurred if:

(A) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than (w) the Company, (x) a trustee or other fiduciary holding voting securities under an employee benefit plan of the Company, (y) an underwriter temporarily holding voting securities pursuant to an offering of such securities, or (z) a corporation owned, directly or indirectly, by the security holders of RYERSON in substantially the same proportions as their ownership of voting securities of RYERSON, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of voting securities of RYERSON (not including in the voting securities beneficially owned by such person any voting securities acquired directly from RYERSON or its affiliates) representing 20% or more of the combined voting power of RYERSON’s then outstanding voting securities;

(B) during any period of two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a person who has entered into an agreement with RYERSON to effect a transaction described in clauses (A), (C) or (D) of this Subsection 2(i)) whose election by the Board or nomination for election by RYERSON’s security holders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved (“Continuing Directors”), cease for any reason to constitute a majority thereof;

(C) there occurs a merger or consolidation of RYERSON with any other corporation, other than a merger or consolidation which would result in the voting securities of RYERSON outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding voting securities under an employee benefit plan of the Company, at least 60% of the combined voting power of the voting securities of RYERSON or such surviving

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entity outstanding immediately after such merger or consolidation, or a merger or consolidation effected to implement a recapitalization of RYERSON (or similar transaction) in which no person acquires more than 50% of the combined voting power of RYERSON’s then outstanding voting securities;

(D) the holders of voting securities of RYERSON approve a plan of complete liquidation of RYERSON or an agreement for the sale or disposition by RYERSON of all or substantially all of RYERSON’s assets; or

(E) there occurs:

(x) a sale or disposition, directly or indirectly, other than to a person described in subclause (w), (x) or (z) of clause (A) of this Subsection 2(i), of voting securities of your employer, any direct or indirect parent company of your employer or any company that is a subsidiary of your employer and is also a significant subsidiary (as defined below) of RYERSON (your employer and such a parent or subsidiary being a “Related Company”), representing 50% or more of the combined voting power of the securities of such Related Company then outstanding;

(y) a merger or consolidation of a Related Company with any other corporation, other than:

(1) a merger or consolidation which would result in the voting securities of the Related Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding voting securities under an employee benefit plan of the Company, at least 60% of the combined voting power of the voting securities of the Related Company or such surviving entity outstanding immediately after such merger or consolidation;

(2) a merger or consolidation effected to implement a recapitalization of the Related Company (or similar transaction) in which no person acquires more than 50% of the combined voting power of the Related Company’s then outstanding voting securities; or

(3) a merger or consolidation which would result in 50% or more of the combined voting power of the surviving company being beneficially owned by RYERSON or by a majority owned direct or indirect subsidiary of RYERSON; or

(z) the sale or disposition of all or substantially all the assets of a Related Company to a person other than RYERSON or a majority owned direct or indirect subsidiary of RYERSON.

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Notwithstanding any other provision of this Agreement, no change in control of the Company shall be deemed to have occurred under this Subsection 2(i) if (I) such transaction includes or involves a sale to the public or a distribution to the stockholders of RYERSON of more than 50% of the voting securities of your employer or a direct or indirect parent of your employer, and (II) your employer or a direct or indirect parent of your employer agrees to become a successor to RYERSON under this Agreement or you are covered by an agreement providing for benefits upon a change in control of your employer following an event described clause (E). For purposes of this Agreement, the term “significant subsidiary” has the meaning given to such term under Rule 405 of the Securities Act of 1933, as amended.

(ii) For purposes of this Agreement, a “potential change in control of the Company” shall be deemed to have occurred if:

(A) RYERSON enters into an agreement, the consummation of which would result in the occurrence of a change in control of the Company;

(B) any person (including RYERSON) publicly announces an intention to take or to consider taking actions which if consummated would constitute a change in control of the Company;

(C) any person, other than (w) the Company, (x) a trustee or other fiduciary holding voting securities under an employee benefit plan of the Company, (y) an underwriter temporarily holding voting securities pursuant to an offering of such securities, or (z) a corporation owned, directly or indirectly, by the security holders of RYERSON in substantially the same proportions as their ownership of voting securities of RYERSON, who is or becomes the beneficial owner, directly or indirectly, of voting securities of RYERSON representing 9.5% or more of the combined voting power of RYERSON’s then outstanding voting securities, increases his beneficial ownership of such securities by 5% or more over the percentage so owned by such person on the date hereof; or

(D) the Board adopts a resolution to the effect that, for purposes of this Agreement, a potential change in control of the Company has occurred.

You agree that, subject to the terms and conditions of this Agreement, in the event of a potential change in control of the Company, you will remain in the employ of the Company until the earliest of (i) a date which is six (6) months from the occurrence of such potential change in control of the Company, (ii) the termination by you of your employment by reason of Disability or Retirement, as defined in Subsection 3(i), or (iii) the occurrence of a change in control of the Company. If your employment is terminated by the Company without Cause (as defined in Subsection 3(ii) below) coincident with or prior to a change in control of the Company and within twelve (12) months after the occurrence of a potential change in control of the Company and a change in control of the Company occurs within six (6) months after such termination, you shall be entitled to the compensation and benefits hereunder as if your termination of employment without Cause followed a change in control of the Company; provided, however, that no benefits shall be payable under this sentence if prior to the change in control of the Company, RYERSON ceased to own, directly or indirectly, at least 80% of the voting securities of your employer.

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(iii) The foregoing to the contrary notwithstanding, a change in control of the Company shall not be deemed to have occurred with respect to you if:

(A) the event first giving rise to the potential change in control of the Company involves a publicly announced transaction or publicly announced proposed transaction which at the time of the announcement has not been previously approved by the Board and you are “part of a purchasing group” (as defined below) proposing the transaction;

(B) you are part of a purchasing group which consummates the change in control transaction; or

(C) the change in control of the Company would otherwise occur under Subsection 2(i)(D) due to the sale of a significant subsidiary, which significant subsidiary constitutes all or substantially all of the assets of RYERSON and you are not employed by RYERSON or the significant subsidiary which is the subject of the transaction.

For purposes of this Agreement, you shall be deemed “part of a purchasing group” if you are an equity participant or have agreed to become an equity participant in the purchasing company or group (except for (A) passive ownership of less than 1% of the stock of the purchasing company or (B) ownership of equity participation in the purchasing company or group which is otherwise not deemed to be significant, as determined prior to the change in control of the Company by a majority of the non-employee Continuing Directors).

3. Termination Following Change in Control. If a change in control of the Company, as defined in Section 2 hereof, shall have occurred, you shall be entitled to the benefits provided in Subsection 4(iii) hereof upon the subsequent termination of your employment during the term of this Agreement unless such termination is (A) because of your death, Disability or Retirement, (B) by the Company for Cause, or (C) by you other than for Good Reason.

(i) Disability; Retirement. If, as a result of your incapacity due to physical or mental illness, you shall have been absent from the full-time performance of your duties with the Company for six (6) consecutive months, and within thirty (30) days after written notice of termination is given you shall not have returned to the full-time performance of your duties, your employment may be terminated for “Disability”. Termination by the Company or you of your employment based on “Retirement” shall mean termination on or after your normal retirement age in accordance with the Company’s retirement policy generally applicable to its salaried employees or in accordance with any retirement arrangement established with your consent with respect to you.

(ii) Cause. Termination by the Company of your employment for “Cause” shall mean termination upon (A) the willful and continued failure by you to substantially perform your duties with the Company (other than any such failure resulting from your incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice

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of Termination by you for Good Reason as defined in Subsections 3(iv) and 3(iii), respectively) after a written demand for substantial performance is delivered to you by the Board, which demand specifically identifies the manner in which the Board believes that you have not substantially performed your duties, or (B) the willful engaging by you in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes of this Subsection 3(ii), no act, or failure to act, on your part shall be deemed “willful” unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in the best interest of the Company. Notwithstanding the foregoing, you shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to you and an opportunity for you, together with your counsel, to be heard before the Board), finding that in the good faith opinion of the Board you were guilty of conduct set forth above in clauses (A) or (B) of the first sentence of this Subsection 3(ii) and specifying the particulars thereof in detail; provided that, in the event of a dispute concerning the application of this provision, no claim by the Company that Cause exists shall be given effect unless the Company establishes to the Board by clear and convincing evidence that Cause exists.

(iii) Good Reason. You shall be entitled to terminate your employment for Good Reason. For purposes of this Agreement, “Good Reason” shall mean, without your express written consent, the occurrence after a change in control of the Company of any of the following circumstances unless, in the case of paragraphs (A), (E), (F), (G) or (H), such circumstances are fully corrected prior to the Date of Termination specified in the Notice of Termination, as defined in Subsections 3(v) and 3(iv), respectively, given in respect thereof:

(A) the assignment to you of any duties materially inconsistent with your status as an executive officer of the Company or a substantial adverse alteration in the nature or status of your responsibilities from those in effect immediately prior to the change in control of the Company other than any such alteration primarily attributable to the fact that the Company may no longer be a public company;

(B) a reduction by the Company in your annual base salary as in effect on the date hereof or as the same may be increased from time to time;

(C) the Company’s requiring that your principal place of business be at an office located more than 50 miles from where your principal place of business is located immediately prior to the change in control of the Company, except for required travel on the Company’s business to an extent substantially consistent with your business travel obligations immediately prior to the change in control of the Company;

(D) the failure by the Company, without your consent, to pay to you any portion of your current compensation, or to pay to you any portion of an installment of deferred compensation under any deferred compensation program of the Company, within seven (7) days of the date such compensation is due;

(E) the failure by the Company to continue in effect any compensation plan in which you participate immediately prior to the change in control of the Company which

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is material to your total compensation, including but not limited to the Ryerson Annual Incentive Plan (the “Annual Incentive Plan”), Ryerson 2002 Incentive Stock Plan and any successor thereto (collectively, the “Incentive Stock Plans”), Ryerson Nonqualified Savings Plan (the “Nonqualified Savings Plan”) or the Ryerson Savings Plan (the “Savings Plan”) or any substitute or alternative plans adopted prior to the change in control, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue your participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of your participation relative to other participants, as existed at the time of the Change in Control;

(F) the failure by the Company to continue to provide you with benefits substantially similar to those enjoyed by you under any of the Company’s defined contribution plan, life insurance, medical, dental, or short-term and long-term disability plans or programs in which you were participating at the time of the change in control of the Company, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive you of any material fringe benefit enjoyed by you at the time of the change in control of the Company, or the failure by the Company to provide you with the number of paid vacation days to which you are entitled on the basis of years of service with the Company in accordance with the Company’s normal vacation policy in effect at the time of the change in control of the Company;

(G) the failure of RYERSON to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 5 hereof; or

(H) any purported termination of your employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Subsection 3(iv) below (and, if applicable, the requirements of Subsection 3(ii) above); for purposes of this Agreement, no such purported termination shall be effective.

Your right to terminate your employment pursuant to this Section 3 shall not be affected by your incapacity due to physical or mental illness. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. For purposes of any determination regarding the existence of Good Reason, any claim by you that Good Reason exists shall be presumed to be correct unless the Company establishes to the Board by clear and convincing evidence that Good Reason does not exist.

(iv) Notice of Termination. Any purported termination of your employment by the Company or by you shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 6 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated.

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(v) Date of Termination, Etc. “Date of Termination” shall mean (A) if your employment is terminated for Disability, thirty (30) days after Notice of Termination is given (provided that you shall not have returned to the full-time performance of your duties during such thirty (30) day period), and (B) if your employment is terminated pursuant to Subsection 3(ii) or 3(iii) above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Subsection 3(ii) above shall not be less than thirty (30) days, and in the case of a termination pursuant to Subsection 3(iii) above shall not be less than fifteen (15) nor more than sixty (60) days, respectively, from the date such Notice of Termination is given); provided that if within fifteen (15) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this proviso), the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the termination, the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected) but shall be deemed to be within the twenty four (24) month period following a change in control of the Company; provided further that the Date of Termination shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue you as a participant in all compensation, benefit and insurance plans and programs in which you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this Subsection 3(v). Amounts paid under this Subsection 3(v) are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.

4. Compensation Upon Termination or During Disability. Following a change in control of the Company, as defined by Subsection 2(i), upon termination of your employment or during a period of Disability you shall be entitled to the following benefits:

(i) During any period that you fail to perform your full-time duties with the Company as a result of incapacity due to physical or mental illness, you shall continue to receive your base salary at the rate in effect at the commencement of any such period, together with all compensation payable to you under the Ryerson Supplemental Retirement Plan for Covered Employees (the “Supplemental Plan”), Ryerson Pension Plan (the “Pension Plan”), Annual Incentive Plan, Savings Plan and Nonqualified Savings Plan during such period, until this Agreement is terminated pursuant to Subsection 3(i) hereof. Thereafter, in the event your employment shall be terminated, your benefits shall be determined under the Company’s retirement, insurance and other compensation plans and programs then in effect in accordance with the terms of such plans and programs.

(ii) If your employment shall be terminated by the Company for Cause or by you other than for Good Reason, Disability, death or Retirement, the Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts to which you are entitled under any compensation plan of the Company at the time such payments are due, and the Company shall have no further obligations to you under this Agreement.

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(iii) If your employment by the Company shall be terminated (a) by the Company other than for Cause, Retirement or Disability, or (b) by you for Good Reason, then you shall be entitled to the compensation and benefits provided below subject to the terms and conditions of this Agreement, including without limitation, paragraph (K) below and Section 7 hereof.

(A) The Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts to which you are entitled under any compensation plan or program of the Company, at the time such payments are due, except as otherwise provided below.

(B) In lieu of any further salary payments to you for periods subsequent to the Date of Termination, the Company shall pay as severance pay to you severance payments equal to two times the sum of (x) your annual base salary in effect immediately prior to the occurrence of the circumstance giving rise to the Notice of Termination given in respect thereof, and (y) the greater of (I) your target award under the Annual Incentive Plan or similar successor plan for the year in which the Date of Termination occurs, or (II) the average annual amount of the Award paid to you pursuant to the Annual Incentive Plan or similar successor plan with respect to the five years immediately preceding that in which the Date of Termination occurs, such average annual amount being calculated by aggregating all such Awards paid with respect to such five years and dividing such aggregate amount by the number of years for which such an Award was actually paid to you. You acknowledge that an amount equal to one times the sum of (x) plus (y) above is in consideration of your agreement to the terms of Sections 5 through 7 below and shall be shall be paid in a lump sum in accordance with paragraph (J) below.

(C) Notwithstanding any provision of the Annual Incentive Plan, the Company shall pay to you a lump sum amount under that plan at least equal to the sum of (x) any incentive compensation under the Annual Incentive Plan which has been allocated or awarded to you for a completed fiscal year or other measuring period preceding the Date of Termination but has not yet been paid, and (y) a pro rata portion to the Date of Termination for the current fiscal year or other measuring period of the amount equal to the Target Award percentage applicable to you under the Annual Incentive Plan or similar successor plan on the Date of Termination times your annual base salary then in effect.

(D) The Compensation Committee shall determine, in its sole discretion, the method of settling the value of all shares of common stock of RYERSON (“RYERSON Shares”) issuable upon exercise of outstanding stock options granted to you under RYERSON’s stock option plans (“Options”) (which Options shall be cancelled upon the making of the settlement referred to in (1) or (2) below),

(1) If the Compensation Committee determines to settle such Options in cash, you shall receive an amount in cash equal to the product of (i) the excess of (x) in the case of incentive stock options (as defined in section 422 of the Internal Revenue Code of 1986,

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as amended (the “Code”)) (“ISOs”), granted prior to the date of this Agreement (without regard to any renewal hereof), the closing price of RYERSON’s shares as reported on the New York Stock Exchange Composite Transactions on or nearest the Date of Termination, or in the case of all other Options (other than ISOs granted prior to the date of this Agreement (without regard to any renewal hereof)), the Change in Control Price (as defined below), over (y) the per share exercise price of each Option then held by you (whether or not then fully exercisable), times (ii) the number of RYERSON Shares covered by each such Option.

(2) If the Compensation Committee determines to settle such Options in shares, you shall receive shares equal to the amount of cash determined pursuant to paragraph (1) above, divided by (x) in the case of ISOs granted after the date of this Agreement (without regard to any renewal hereof), the closing price of RYERSON’s shares as reported on the New York Stock Exchange Composite Transactions on or nearest the Date of Termination, or in the case of all other Options (other than ISOs granted prior to the date of this Agreement (without regard to any renewal hereof), the Change in Control Price, with any fractional shares paid in cash.

For purposes of this Agreement, the “Change in Control Price” means: (1) with respect to a merger or consolidation of RYERSON described in Subsection 2(i)(C) in which the consideration per share of RYERSON’s common stock to be paid for the acquisition of shares of common stock specified in the agreement of merger or consolidation is all in cash, the highest such consideration per share; (2) with respect to a change in control of the Company by reason of an acquisition of voting securities described in Subsection 2(i)(A), the highest price per share for any share of RYERSON’s common stock paid by any holder of any of the securities representing 20% or more of the combined voting power of RYERSON giving rise to the change in control of the Company; and (3) with respect to a change in control of the Company by reason of a merger or consolidation of RYERSON (other than a merger or consolidation described in Clause (1) next above), stockholder approval of an agreement or plan described in Subsection 2(i)(D), a change in the composition of the Board described in Subsection 2(i)(B) or a change in control of the Company pursuant to Subsection 2(i)(E) (relating to mergers, consolidations and sales of securities or assets of a Related Company), the highest price per share of common stock reported on the New York Stock Exchange Composite Transactions (or, if such shares are not traded on the New York Stock Exchange, such other principal market on which such shares are traded) during the sixty (60) day period ending on the date the change in control of the Company occurs.

(E) To the extent not otherwise vested in accordance with the terms and conditions of the Incentive Stock Plans, you shall be fully vested in any restricted shares issued thereunder. You shall receive an amount in cash with respect to each performance share award granted under the Incentive Stock Plans which was outstanding on the date of the change in control which is equal to (i) the Change in Control Price, multiplied by (ii) 100% of the target award amount under such performance share award, and further multiplied by (iii) a fraction, the denominator of which is the number of months (rounded to the nearest whole number) in the original performance cycle for such performance share award, and the numerator of which is the number of months (rounded to the nearest

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whole number) of such 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 such performance share award, and if you receive any payment with respect to such performance share 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 (E) with respect to such award.

(F) The Company shall also pay to you all legal fees and expenses incurred by you as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code to any payment or benefit provided hereunder). Such payments shall be made within five (5) days (or, if later, the earliest date permitted under Section 409A of the Code) after your request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require. You shall be entitled to select your legal counsel, and your rights to payment pursuant to this paragraph (F) shall not be affected by the final outcome of any dispute with the Company.

(G) This paragraph (G) applies in the event that (i) you become entitled to any payments or benefits under this Agreement (the “Contract Payments”), and (ii) the aggregate present value (calculated in accordance with Section 280G of the Code) exceeds by fifteen percent or more the threshold amount at which you become subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code, i.e. such present value exceeds by fifteen percent or more an amount equal to three times your “base amount” determined under Section 280G of the Code. In that case, the Company shall pay to you, no later than the fifth day following the Date of Termination (or, if you are a specified employee within the meaning of Section 409A of the Code on such date, the earliest date that payment can be made to you in accordance with Section 409A), an additional amount (the “Gross-Up Payment”) such that the net amount retained by you, after deduction of any Excise Tax on the Contract Payments and such other Total Payments and any federal and state and local income and other payroll taxes and Excise Tax upon the payment provided for by this paragraph (G), shall be equal to the Contract Payments and such other Total Payments.

(H) For purposes of determining whether any of the payments will be subject to the Excise Tax, the amount of such Excise Tax, whether you are entitled to a Gross-Up Payment in accordance with paragraph (G) above, and whether your Total Payments will be reduced pursuant to Paragraph (K) below and the amount of such reduction, (i) any other payments or benefits received or to be received by you in connection with a change in control of the Company or your termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a change in control or any person affiliated with the Company or such person) payable pursuant to the terms of this Agreement or any other

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plan, arrangement or agreement with the Company, any person whose actions result in a change in control or any person affiliated with the Company or such person (together with the Contract Payments, the “Total Payments”), shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code and all “excess parachute payments” within the meaning of Section 280G(b)(l) of the Code shall be treated as subject to the Excise Tax unless in the opinion of tax counsel selected by RYERSON’s independent auditors and reasonably acceptable to you, it is more likely than not that such other payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Section 280G(b)(4)(A) of the Code or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4)(B) of the Code in excess of the base amount allocable to such reasonable compensation within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax, (ii) the amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the amount of the Total Payments or (B) the amount of excess parachute payments within the meaning of Section 280G(b)(l) of the Code (after applying clause (i) above), and (iii) the value of any noncash benefits or any deferred payment or benefit shall be determined by RYERSON’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residence on the Date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

(I) In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of your employment, you shall repay to the Company at the time that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and federal and state and local income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a reduction in Excise Tax and/or a federal and state and local income tax deduction) plus interest on the amount of such repayment at a rate equal to 120 percent of the applicable Federal rate determined under Section 1274(d) of the Code, compounded semi-annually. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of your employment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess (plus any interest payable with respect to such excess) at the time that the amount of such excess is finally determined.

(J) Subject to the following provisions of this paragraph (J), the payments provided for in paragraphs (B), (C), (D) and (E) above and Subsection 4(iv) shall be paid to you in a lump sum with five days following your Date of Termination; provided, however that if the amounts of such payments cannot be finally determined on or before the date payments are to be made, the Company shall pay to you on such day an estimate,

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as determined in good faith by the Company, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at a rate equal to 120 percent of the applicable Federal rate determined under Section 1274(d) of the Code, compounded semi-annually) as soon as the amount thereof can be determined but in no event later than the thirtieth day after the Date of Termination. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, you shall promptly repay to the Company the amount of such excess (together with interest at a rate equal to 120 percent of the applicable Federal rate determined under Section 1274(d) of the Code, compounded semi-annually). Notwithstanding the foregoing provisions of this paragraph (J), if you are a “specified employee” within the meaning of Section 409A of the Code on your Date of Termination, the payments provided for in paragraphs (B), (C) and (E) above and Subsection 4(iv) shall be paid as soon as administratively practicable after (but in no event more than five (5) days after) the date which is six (6) months after your Date of Termination.

(K) In the event that (i) you become entitled to any payments or benefits under this Agreement, but you are not entitled to a Gross-Up Payment under paragraph (G) above, the amount of payments and benefits to which you are entitled under this Agreement shall be reduced by the minimum amount necessary such that no part of your Total Payments (after such reduction) constitutes an excess parachute payment within the meaning of Section 280G(b)(i) of the Code. You will be entitled to elect by written notice to the Company which payments or benefits are to be reduced; provided, however, that if you do not make such an election within ten days after receiving from the Company a written summary prepared by its independent auditors of the value of the payments and benefits for purposes of Section 280G of the Code, the reduction shall be made first from the amounts payable under paragraph (B) above and, then, as the Company may determined in its discretion, from the payments under paragraphs (C), (D) and (E) above. In the event that the amount of the reduction calculated under this paragraph {K} is subsequently determined to be too little to avoid an excess parachute payment or is greater than required to avoid an excess parachute payment, you shall promptly repay to the Company (if too little) or receive from the Company (if too great) an amount equal to the difference together with interest at a rate equal to 120 percent of the applicable Federal rate determined under Section 1274(d) of the Code, compounded semi-annually.

(L) If your employment shall be terminated (A) by the Company other than for Cause, Retirement or Disability or (B) by you for Good Reason, then for a twenty-four (24) month period after such termination, the Company shall arrange to provide you with: (1) life insurance and long-term disability, medical and dental benefits substantially similar to those which you are receiving immediately prior to the Notice of Termination, (2) financial advisory services similar to those provided currently to executives of the Company, if any, and (3) outplacement services. Benefits otherwise receivable by you pursuant to this Subsection 4 (iii) shall be reduced to the extent comparable benefits are actually received by you during the twenty-four (24) month period following your termination, and any such benefits actually received by you shall be reported to the Company. Any rights that you have to continuation of life, disability, accident or health coverage under this Agreement shall be credited toward, and shall not be in addition to, any rights to continuation of life, disability or health coverage you may have under applicable state or federal law.

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(iv) If your employment shall be terminated (A) by the Company other than for Cause, Retirement or Disability or (B) by you for Good Reason, then in addition to the retirement benefits to which you are entitled under the Pension Plan and Supplemental Plan or any successor plans thereto, the Company shall pay you in cash at the time and in the manner provided in paragraph (J) of Subsection 4(iii), a lump sum equal to the excess of (x) the actuarial equivalent of the retirement pension (taking into account any early retirement subsidy associated therewith and determined as a straight life annuity commencing at age sixty-five (65) or any earlier date, but in no event earlier than the second anniversary of the Date of Termination whichever annuity yields a greater benefit) which you would have accrued under the terms of the Pension Plan and Supplemental Plan (without regard to any amendments to any such plans made subsequent to a change in control of the Company and on or prior to the Date of Termination, which amendment adversely affects in any manner the computation of retirement benefits thereunder), determined as if you were fully vested thereunder and had accumulated (after the Date of Termination) twenty-four (24) additional months of age and service credit thereunder at the higher of the rate of average compensation during the twelve (12) months prior to the change in control of the Company or the rate of average compensation used to calculate your benefits under such plans immediately preceding the Date of Termination, over (y) the actuarial equivalent of the retirement pension (taking into account any early retirement subsidy associated therewith and determined as a straight life annuity commencing at age sixty-five (65) or any earlier date, but in no event earlier than the Date of Termination whichever annuity yields a greater benefit) which you had then accrued pursuant to the provisions of the Pension Plan and the Supplemental Plan. For purposes of this Subsection 4(iv), “actuarial equivalent” shall be determined using the same assumptions utilized under the Pension Plan for purposes of determining alternative forms of benefits immediately prior to the change in control of the Company.

(v) You shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 be reduced by any compensation earned by you as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by you to the Company, or otherwise, except as provided in Subsection 4(iv).

(vi) In addition to all other amounts payable to you under this Section 4, you shall be entitled to receive all benefits payable to you under the Pension Plan, the Savings Plan, the Supplemental Plan, the Nonqualified Savings Plan and any other plan or agreement relating to retirement benefits.

5. Confidentiality and Ownership. You acknowledge and agree that the Confidential Information (as defined in paragraph (A) below) is the property of the Company. Accordingly, except as may be required by applicable law or the lawful order of a court or regulatory body, or except to the extent that you have express authorization from the Company to do otherwise, you will:

(A) Confidential Information. Keep secret and confidential indefinitely all Confidential Information and not disclose such Confidential Information, either directly or indirectly, to any other person, firm or business entity, or to use it in any way. For purposes of this Agreement, “Confidential Information” means all non-public information, observations or data relating to the Company which you have learned during your employment with the Company, whether or not a trade secret within the meaning of applicable law, including but not limited to: (i) new products and new product development; (ii) marketing strategies and plans, market experience with products, and market research; (iii) manufacturing processes, technologies and production plans and methods; (iv) formulas, research in progress and unpublished manuals or know how devices, methods, techniques, processes and inventions; (v) regulatory filings and communications; (vi) identity of and relationship with licensees, licensers or suppliers; (vi) finances, financial information, and financial management systems; (vii) technological and engineering data; (viii) identities of and information concerning customers, vendors and suppliers and prospective customers, vendors and suppliers; (ix) development, expansion and business strategies, plans and techniques; (x) computer programs; (xi) research and development activities; (xii) litigation and pending litigation; and (xiii) any other information or documents which you are told or reasonably ought to know the Company regards as proprietary or confidential.

(B) On your Date of Termination or at the Company’s earlier request, you will promptly return to the Company any and all records, documents, data, memoranda, reports, physical property, information, computer disks, tapes or software or other materials, and all copies thereof, relating to the business of the Company obtained by you during your employment with the Company. You further agree to deliver to the Company, at its request, any computer in your possession or control which has contained any Confidential Information for the purpose of ensuring that all Confidential Information stored on the computer has been delivered to the Company.

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(C) You agree that all inventions, innovations, discoveries, improvements, developments, trade secrets, processes, procedures, methods, designs, analyses, drawings, reports, and all similar or related information which relates to the Company’s actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by you while employed by the Company (“Work Product”) belong to the Company. You shall promptly inform the Company of such Work Product, and shall execute such assignments as may be necessary to transfer to the Company the benefits of the Work Product, in whole or in part, or conceived by you either alone or with others, which result from any work which you may do for or at the request of the Company, whether or not conceived by you while on holiday, on vacation, or off the premises of the Company, including such of the foregoing items conceived during the course of employment which are developed or perfected after your Date of Termination. You shall assist the Company or its nominee, to obtain patents, trademarks and service marks and agree to execute all documents and to take all other actions which are necessary or appropriate to secure to the Company the benefits thereof. Such patents, trademarks and service marks shall become the property of the Company. You shall deliver to the Company all sketches, drawings, models, figures, plans, outlines, descriptions or other information with respect thereto.

(D) To the extent that any court or agency seeks to have you disclose Confidential Information, you shall promptly inform the Company, and you shall take such reasonable steps to prevent disclosure of Confidential Information until the Company has been informed of such requested disclosure. To the extent that you obtain information on behalf of the Company that may be subject to attorney-client privilege as to the Company’s attorneys, you shall take reasonable steps to maintain the confidentiality of such information and to preserve such privilege.

(E) Nothing in the foregoing provisions of this Section 5 shall be construed so as to prevent you from using, in connection with your employment for yourself or an employer other than the Company, knowledge which was acquired by you during the course of your employment with the Company, and which is generally known to persons of your experience in other companies in the same industry other than through your acts or omission to act.

6. Noncompetition/Nonsolicitation. You acknowledge that the industry in which the Company is engaged is a highly competitive business, and that you are a key executive of the Company. You further acknowledge that as a result of your senior position within the Company, you have acquired and will acquire extensive Confidential Information and knowledge of the Company’s business and the industry in which it operates and will develop relationships with and knowledge of customers, employees, vendors and suppliers of the Company and its subsidiaries and affiliates. Accordingly, you agree that during the time you are employed by the Company (the “Employment Period”) and for a period of 24 months after your Date of Termination, you agree as follows:

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(A) You will not directly or indirectly, own, operate, manage, control, participate or have any financial interest in, consult with, advise, engage in services for (whether for yourself or for any other person and whether as proprietor, principal, stockholder, partner, agent, director, officer, employee, consultant, independent contractor or in any other capacity), any Competitor of the Company, or in any manner engage in the start-up of a business (including by yourself or in association with any person, firm, corporate or other business organization through any other entity) in Competition with the Company, provided that, this shall not prevent you from ownership of 1% or less of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System or ownership of securities in any entity affiliated with the Company. “Competitor” or “in Competition” refers to a person or entity, including metals-related internet marketplaces, engaged in the metal service center processing and/or distribution business.

(B) You will not directly or indirectly contact, call upon, solicit business from, sell or render services to, any customer of the Company with respect to the provision of services identical or similar to any service provided by the Company during the Employment Period or in the process of being provided as of your Date of Termination, for which you had any responsibility or about which you had any Confidential Information during the Employment Period.

(C) You will not directly or indirectly either alone or in cooperation with others, encourage any employees of the Company to seek or accept an employment or business relationship with a person or entity other than the Company, or in any way interfere with the relationship of the Company and any subsidiary or affiliate and any employee thereof, including without limitation, to hire, solicit for hire, or discuss or encourage the employment of, any of the employees of the Company who were employed by the Company during the Employment Period; provided however, this shall not apply to an employee whose employment was terminated by the Company before your Date of Termination, if such termination was not caused by any direct or indirect involvement of you or your subsequent employer.

(D) You will not directly or indirectly either alone or in cooperation with others, encourage any supplier, distributor, franchisee, licensee, or other business relation of the Company, cease or curtail doing business with the Company, or in any way interfere with the relationship between any such customer, supplier, distributor, franchisee, licensee or business relation and the Company.

7. Reasonableness of Restrictions, Injunctive Relief and Remedies.

(A) You acknowledge that your rights to compete and disclose Confidential Information and trade secrets are limited hereby only to the extent necessary to protect the Company and that, in the event that your employment with the Company terminates for any reason, you will be able to earn a livelihood without violating the foregoing restrictions. You acknowledge that the restrictions cited herein are reasonable and necessary for the protection of the Company’s legitimate business interests.

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(B) You acknowledge that the services to be rendered by you are of a special, unique and extraordinary character and, in connection with such services you will have access to confidential information vital to the Company’s businesses. By reason of this, you consent and agree that if you violate any of the provisions of Section 5 or 6 above, the Company would sustain irreparable harm and, therefore, in addition to any other remedies which the Company may have under this Agreement or otherwise, you shall immediately forfeit all remaining payments and benefits to which you are entitled under this Agreement and the Company shall be entitled to an injunction from any court of competent jurisdiction restraining you from committing or continuing any such violation of this Agreement, including, without limitation, restraining you from disclosing, using for any purpose, selling, transferring or otherwise disposing of, in whole or in part, any trade secrets, Confidential Information, proprietary information, client or customer lists or other information pertaining to the financial condition, business, manner of operation, affairs, plans or prospects of the Company. You acknowledge that damages at law would not be an adequate remedy for violation of Section 5 or 6, and you therefore agree that the provisions may be specifically enforced against you in any court of competent jurisdiction. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages.

8. Successors; Binding Agreement. (i) RYERSON will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of RYERSON to expressly assume and agree to perform this Agreement in the same manner and to the same extent that RYERSON or the Company would be required to perform it if no such succession had taken place. Failure of RYERSON to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle you to compensation from the Company in the same amount and on the same terms as you would be entitled to hereunder if you terminate your employment for Good Reason following a change in control of the Company, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. In the event a successor of RYERSON assumes and agrees to perform this Agreement, by operation of law or otherwise, the term “RYERSON”, as used in this Agreement, shall mean such successor and the term “Company” shall mean, collectively, such successor and the affiliates of such successor.

(ii) This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If you should die while any amount would still be payable to you hereunder if you had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there is no such designee, to your estate.

9. Notice. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement, provided that all notice to the Company shall be directed to the attention of the Board with a

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copy to the Secretary of RYERSON, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

10. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by you and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Illinois. All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law. The obligations of RYERSON and the Company under Section 4 shall survive the expiration of the term of this Agreement.

11. Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

12. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

13. Settlement of Disputes; Arbitration. All claims by you for benefits under this Agreement shall be directed to and determined by the Board and shall be in writing. Any denial by the Board of a claim for benefits under this Agreement shall be delivered to you in writing and shall set forth the specific reasons for the denial and the specific provisions of this Agreement relied upon. The Board shall afford a reasonable opportunity to you for a review of the decision denying a claim and shall further allow you to appeal to the Board a decision of the Board within sixty (60) days after notification by the Board that your claim has been denied. Except as provided in Section 7 above, any further dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Chicago, Illinois, in accordance with the rules of the American Arbitration Association then in effect, provided, however, that the evidentiary standards set forth in this Agreement shall apply. Judgment may be entered on the arbitrator’s award in any court having jurisdiction; provided, however, that you shall be entitled to seek specific performance of your right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement.

If this letter sets forth our agreement on the subject matter hereof, kindly sign and return to RYERSON the enclosed copy of this letter which will then constitute our agreement on this subject.

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Sincerely,
RYERSON INC.
By
	Vice President - Human Resources

Agreed to this     th day of February 2006

(Signature)

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EX-10.17

Exhibit 10.17

Schedule to Form of Executive Change in Control Agreement between

Ryerson Inc. and the following parties:

James M. Delaney

Stephen E. Makarewicz

EX-10.18

EXHIBIT 10.18

EMPLOYMENT AGREEMENT

(conformed)

THIS AGREEMENT, by and between Ryerson Inc. (the “Company”) and Jay M. Gratz (the “Executive”) effective as of September 1, 1999 (the “Effective Date”) and as amended and restated January 1, 2006.

WITNESSETH THAT:

WHEREAS, the Company has appointed Executive to the position of Executive Vice President/CFO, and Executive has accepted such appointment;

WHEREAS, in connection with such appointment, the Company and Executive desire to enter into this Agreement; and

WHEREAS, this Agreement is amended effective January 1, 2006 to conform to the requirements of the Internal Revenue Code Section 409A;

NOW, THEREFORE, in consideration of the Executive’s appointment as Executive Vice President/CFO, and for other good and valuable consideration the receipt of which is hereby acknowledged, it is agreed by the Executive and Company as follows:

1. Duties. The Executive agrees that while he is employed by the Company, he will devote his full business time, energies and talents to serving as the Executive Vice President/CFO of the Company and providing services for the Company at the direction of the Chairman of the Company. The Executive shall have such duties and responsibilities as may be assigned to him from time to time by the Chairman, shall perform all duties assigned to him faithfully and efficiently, subject to the direction of the Chairman, and shall have such authorities and powers as are inherent to the undertakings applicable to his position and necessary to carry out the responsibilities and duties required of him hereunder; provided, however, that the Executive shall not be required to perform any duties while he is disabled. Notwithstanding the foregoing or any other provisions of this Agreement, the Executive and the Company understand and agree that the responsibilities and duties of the Executive, in his capacity as Executive Vice President/CFO of the Company, may change from time to time due to other changes in the nature and structure of the Company’s business and that any such changes in the Executive’s duties and responsibilities that are consistent with such changes in the Company’s business shall not constitute a reduction in the Executive’s duties and responsibilities for purposes of this Agreement.

2. Compensation. Subject to the terms and conditions of this Agreement, during the Employment Period while the Executive is employed by the Company, the Company shall compensate him for his services as follows:

(A) The Executive shall receive, for each twelve-consecutive month period beginning on March 8, 1999, and each anniversary thereof, an annual salary of $380,004 (the “Annual Base Salary”), which Annual Base Salary shall be payable in substantially equal bi-weekly installments. The Executive’s rate of Annual Base Salary shall be reviewed annually beginning in February, 2000.

(B) The Executive shall be entitled to receive bonuses from the Company in accordance with the bonus plans of the Company as in effect from time to time. As Executive Vice President/CFO his target bonus award percentage shall be 50%, subject to annual approval of the Compensation Committee of the Board of Directors.

(C) Except as otherwise specifically provided to the contrary in this Agreement, the Executive shall be provided with health, welfare and other fringe benefits to the same extent and on the same terms as those benefits are provided by the Company from time to time to the Company’s other senior management executives.

(D) The Executive shall be reimbursed by the Company, on terms and conditions that are substantially similar to those that apply to other similarly situated senior management executives of the Company, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Company’s expense reimbursement policy and actually incurred by the Executive in the promotion of the Company’s business.

(E) The Company shall pay or shall reimburse the Executive for his monthly club dues and assessments; provided, however, that such payment or reimbursement, as applicable, shall apply only to the club at which the Executive was a member immediately prior to the date hereof unless it is necessary for the Executive to change clubs and, in any event shall apply to only one club at any given point in time.

(F) The Company shall pay the Executive for the amount of the monthly lease payment for the automobile that the Executive uses for business; provided, however, that the Company shall report as income to the Executive any amounts required by law or the policies of the Company relating to the Executive’s personal use of such automobile.

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(G) The Executive shall be recommended for stock awards in the same manner as may be in effect from time to time for other similarly situated executive vice presidents.

3. Rights and Payments Upon Termination. The Executive’s right to benefits and payments, if any, for periods after the date on which his employment with the Company terminates for any reason (his “Termination Date”) shall be determined in accordance with this Section 3:

(A) Termination by the Company for Reasons Other Than Cause; Termination by the Executive for Good Reason. If the Executive’s termination by the Company occurs for any reason other than Cause or is a result of the Executive’s termination of employment for Good Reason (and is not on account of the Executive’s death, disability, or voluntary resignation, the mutual agreement of the parties or any other reason), then the period (the “Benefit Period”) commencing on his Termination Date and ending on the earliest of (i) the twenty-fourth month after the Executive’s Termination Date; (ii) the date on which the Executive violates the provisions of Sections 4, 5 or 6 of this Agreement; or (iii) the date of the Executive’s death, the Executive shall continue to receive from the Company bi-weekly Annual Base Salary (based on his Annual Base Salary as in effect on his Termination Date) and “Bonus” (as defined below) payments. Such continued bi-weekly base salary payments shall be made on the regularly scheduled pay dates following the Executive’s Termination Date. Notwithstanding the foregoing provisions of this Paragraph 3(a), if the Executive is a “specified person” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”)) on the Termination Date and payments under this Agreement are not exempt from Code Section 409A under the exception for separation payments on involuntary termination that do not exceed two times the limit under Section 401(a)(17) of the Code, then the first payment of continued Annual Base Salary shall not be made until the first regularly scheduled pay date that is six months after the Termination Date and shall consist of (a) an initial payment equal to the sum of (1) the total bi-weekly payments the Executive would have been entitled to receive during the first six months following the Termination Date if the Executive were not a specified person plus (2) the first bi-weekly payment due in the seventh month following the Termination Date, and (b) subsequent to the initial payment, bi-weekly payments based on his or her Annual Base Salary to the extent not paid with the initial payment.

Benefits that will continue will include medical, dental, basic life insurance, any optional life insurance and any optional accidental death and dismemberment insurance. Bonus

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shall mean two payments of the average annual amount of the award paid to the executive pursuant to the annual incentive plan or successor plan with respect to the three years immediately preceding that in which the termination Date occurs.

Base salary payments to the Executive during the aforementioned Benefit Period shall not preclude the Executive’s eligibility for payments under the Company’s severance plan.

Twenty-four months of additional age and service credit will be provided to the Executive’s Ryerson Pension and the Ryerson Supplemental Plan using the methodology described in the Executive’s Change in Control Agreement except that any lump sum payment will be made twenty-four months after the Executive’s Termination Date and only if the Executive has not violated the Confidentiality, Nonsolicitation and Noncompetition provisions of this Agreement.

(B) Termination By Company for Cause. If the Executive’s termination is a result of the Company’s termination of the Executive’s employment on account of Cause, then, except as agreed in writing between the Executive and the Company, the Executive shall have no right to future payments or benefits under this Agreement (and the Company shall have no obligation to make any such future payments or provide any such future benefits) for periods after the Executive’s Termination Date.

(C) Termination for Death or Disability. If the Executive’s termination is caused by the Executive’s death or permanent disability, then the Executive (or in the event of his death, his estate) shall be entitled to continuing payments of his Salary for the period commencing on his Termination Date and ending on the earlier of (i) the last day of the calendar month in which his Termination Date occurs or (ii) the date on which the Executive violates the provisions of Sections 4, 5 or 6 of this Agreement.

(D) Termination for Voluntary Resignation, Mutual Agreement or Other Reasons. If the Executive’s termination occurs on account of his voluntary resignation, mutual agreement of the parties, or any reason other than those specified in Paragraphs (A), (B) or (C) above then, except as agreed in writing between the Executive and the Company, the Executive shall have no right to future payments or benefits under this Agreement (and the Company shall have no obligation to make any such future payments or provide any such future benefits) for periods after the Executive’s Termination Date. The Executive’s termination of employment for Good Reason shall not be treated as a voluntary resignation for purposes of this Agreement.

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(E) Definitions. For purposes of this Agreement:

(i) The term “Cause” shall mean:

(a) the continuous performance of his duties (under this Agreement) in a manner that is inconsistent with past, acceptable performance over a normal business cycle; or in a way that has a demonstrable negative impact on the results of the Company as determined by the Chairman and CEO of the Company. The Chairman and CEO must provide a notice of unsatisfactory performance and a reasonable corrective action period; or

(b) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to the Company or its affiliates, monetarily or otherwise, as determined by the Chairman and CEO; or

(c) conduct by the Executive that involves theft, fraud or dishonesty; or

(d) the Executive’s violation of the provisions of Sections 1, 2 or 3 hereof.

(ii) The term “Good Reason” means (a) the assignment to the Executive duties which are materially inconsistent with his duties as Executive Vice President/CFO of the Company, including, without limitation, a material diminution or reduction in his title, office or responsibilities or a reduction in his rate of Salary, or (b) the relocation of the Executive to a location that is not within the greater Chicago metropolitan area.

Notwithstanding any other provision of this Agreement, the Executive shall automatically cease to be an employee of the Company and its affiliates as of his Termination Date and, to the extent permitted by applicable law, any and all monies that the Executive owes to the Company shall be repaid before any post-termination payments are made pursuant to the Executive pursuant to this Agreement.

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4. Confidential Information. The Executive agrees that:

(A) Except as may be required by the lawful order of a court or agency of competent jurisdiction, or except to the extent that the Executive has express authorization from the Company, he shall keep secret and confidential indefinitely all non-public information (including, without limitation, information regarding litigation and pending litigation) concerning the Company and its affiliates which was acquired by or disclosed to the Executive during the course of his employment with the Company, and not to disclose the same, either directly or indirectly, to any other person, firm, or business entity, or to use it in any way.

(B) Upon his Termination Date or at the Company’s earlier request, he will promptly return to the Company any and all records, documents, physical property, information, computer disks or other materials relating to the business of the Company and its affiliates obtained by him during his course of employment with the Company.

(C) The Executive shall keep the Company informed of, and shall execute such assignments as may be necessary to transfer to the Company or its affiliates the benefits of, any inventions, discoveries, improvements, trade secrets, developments, processes, and procedures made by the Executive, in whole or in part, or conceived by the Executive either alone or with others, which result from any work which the Executive may do for or at the request of the Company, whether or not conceived by the Executive while on holiday, on vacation, or off the premises of the Company, including such of the foregoing items conceived during the course of employment which are developed or perfected after the Executive’s termination of employment. The Executive shall assist the Company or other nominated by it, to obtain patents, trademarks and service marks and the Executive agrees to execute all documents and to take all other actions which are necessary or appropriate to secure to the Company and its affiliates the benefits thereof. Such patents, trademarks and service marks shall become the property of the Company and its affiliates. The Executive shall deliver to the Company all sketches, drawings, models, figures, plans, outlines, descriptions or other information with respect thereto.

(D) To the extent that any court or agency seeks to have the Executive disclose confidential information, he shall promptly inform the Company, and he shall take such reasonable steps to prevent disclosure of Confidential Information until the Company has been informed of such requested disclosure. To the extent that the Executive obtains information on behalf of the Company or any of its affiliates that may be subject to attorney-client privilege as to the Company’s attorneys, the Executive shall take reasonable steps to maintain the confidentiality of such information and to preserve such privilege.

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(E) Nothing in the foregoing provisions of this Section 4 shall be construed so as to prevent the Executive from using, in connection with his employment for himself or an employer other than the Company or any of its affiliates, knowledge which was acquired by him during the course of his employment with the Company and its affiliates, and which is generally known to persons of his experience in other companies in the same industry.

5. Nonsolicitation. While the Executive is employed by the Company and its affiliates and for a period of two years after the date the Executive terminates employment with the Company and its affiliates for any reason, the Executive covenants and agrees that he will not, whether for himself or for any other person, business, partnership, association, firm, company or corporation, directly or indirectly, call upon, solicit, divert or take away or attempt to solicit, divert or take away, any of the customers or employees of the Company or its affiliates in existence from time to time during his employment with the Company and its affiliates.

6. Noncompetition. While the Executive is employed by the Company and its affiliates, and for a period of two years after the date the Executive terminates employment with the Company and its affiliates, the Executive covenants and agrees that he will not, directly or indirectly, engage in, assist, perform services for, plan for, establish or open, or have any financial interest (other than (i) ownership of 1% or less of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System or (ii) ownership of securities in any entity affiliated with the Company) in any person, firm, corporation, or business entity (whether as an employee, officer, director or consultant) that engages in an activity in any state in which the Company or its affiliates is conducting or has reasonable expectations of commencing business activities at the date of the Executive’s termination of employment, which is the same as, similar to, or competitive with the metals service center, processing and distribution business of the Company and its affiliates.

7. Equitable Remedies. The Executive acknowledges that the Company would be irreparably injured by a violation of Sections 4, 5 and 6 and agrees that the Company, in addition to other remedies available to it for such breach or threatened breach, shall be entitled to a preliminary injunction, temporary restraining order, other equivalent relief, restraining the Executive from any actual or threatened breach of Sections 4, 5 and 6 without any bond or other security being required.

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8. Defense of Claims. The Executive agrees that, during his employment with the Company and after his termination, he will cooperate with the Company and its affiliates in the defense of any claims that may be made against the Company or its affiliates to the extent that such claims may relate to services performed by him for the Company. To the extent travel is required to comply with the requirements of this Section 8, the Company, shall to the extent possible, provide the Executive with notice at least 10 days prior to the date on which such travel would be required and the Company agrees to reimburse the Executive for all of his reasonable actual expenses associated with such travel; provided, however, that if the Company reasonably expects the travel to be extensive or unduly burdensome to the Executive from a financial perspective, the Company may provide to the Executive pre-paid tickets for transportation in connection with such travel.

9. Notices. Notices provided for in this Agreement shall be in writing and shall be deemed to have been duly received when delivered in person or sent by facsimile transmission, on the first business day after it is sent by air express courier service or on the second business day following deposit in the United States registered or certified mail, return receipt requested, postage prepaid and addressed, in the case of the Company to the following address:

Ryerson Inc.

2621 W. 15th Place

Chicago, IL 60608

Attention: William Korda

or to the Executive:

Jay M. Gratz

800 N. Michigan, #5101

Chicago, IL 60611

or such other address as either party may have furnished to the other in writing in accordance herewith, except that a notice of change of address shall be effective only upon actual receipt.

10. Withholding. All compensation payable under this Agreement shall be subject to customary withholding taxes and other employment taxes as required with respect to compensation paid by a corporation to an employee and the amount of compensation payable hereunder shall be reduced appropriately to reflect the amount of any required withholding. The Company shall have no obligation to make any payments to the Executive or to make the Executive whole for the amount of any required taxes.

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11. Successors. This Agreement shall be binding on, and inure to the benefit of, the Company and its successors and assigns and any person acquiring, whether by merger, reorganization, consolidation, by purchase of assets or otherwise, all or substantially all of the assets of the Company.

12. Nonalienation. The interests of the Executive under this Agreement are not subject to the claims of his creditors, other than the Company, and may not otherwise be voluntarily or involuntarily assigned, alienated or encumbered.

13. Waiver of Breach. The waiver by either the Company or the Executive of a breach of any provision of this Agreement shall not operate as or be deemed a waiver of any subsequent breach by either the Company or the Executive. Continuation of payments hereunder by the Company following a breach by the Executive of any provision of this Agreement shall not preclude the Company from thereafter terminating said payments based upon the same violation.

14. Severability. It is mutually agreed and understood by the parties that should any of the agreements and covenants contained herein be determined by any court of competent jurisdiction to be invalid by virtue of being vague or unreasonable, including but not limited to the provisions of Sections 4, 5 and 6, then the parties hereto consent that this Agreement shall be amended retroactive to the date of its execution to include the terms and conditions said court deems to be reasonable and in conformity with the original intent of the parties and the parties hereto consent that under such circumstances, said court shall have the power and authority to determine what is reasonable and in conformity with the original intent of the parties to the extent that said covenants and/or agreements are enforceable.

15. Applicable Law. This Agreement shall be construed in accordance with the laws of the State of Illinois.

16. Amendment. This Agreement may be amended or cancelled by mutual Agreement of the parties in writing without the consent of any other person.

17. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a copy hereof containing multiple signature pages, each signed by one party hereto, but together signed by both of the parties hereto.

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18. Other Agreements. This Agreement constitutes the sole and complete Agreement between the Company and the Executive and supersedes all other agreements, both oral and written, between the Company and the Executive with respect to the matters contained herein including, without limitation any severance agreements or arrangements between the parties; provided, however, that this Agreement does not supersede the Change in Control Agreement. No verbal or other statements, inducements, or representations have been made to or relied upon by the Executive. The parties have read and understand this Agreement.

	RYERSON INC.
Dated:
	William Korda
	Vice President Human Resources
Dated:
	Jay M. Gratz
	Executive Vice President/CFO

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EX-10.19

EXHIBIT 10.19

EMPLOYMENT AGREEMENT

(conformed)

THIS AGREEMENT, by and between Ryerson Inc. (the “Company”) and Gary J. Niederpruem (the “Executive”) effective as of September 1, 1999 (the “Effective Date”) and as amended and restated January 1, 2006.

WITNESSETH THAT:

WHEREAS, the Company has appointed Executive to the position of Executive Vice President, and Executive has accepted such appointment;

WHEREAS, in connection with such appointment, the Company and Executive desire to enter into this Agreement; and

WHEREAS, this Agreement is amended and restated effective January 1, 2006 to conform to the requirements of the Internal Revenue Code Section 409A;

NOW, THEREFORE, in consideration of the Executive’s appointment as Executive Vice President, and for other good and valuable consideration the receipt of which is hereby acknowledged, it is agreed by the Executive and Company as follows:

1. Duties. The Executive agrees that while he is employed by the Company, he will devote his full business time, energies and talents to serving as the Executive Vice President of the Company and providing services for the Company at the direction of the Chairman of the Company. The Executive shall have such duties and responsibilities as may be assigned to him from time to time by the Chairman, shall perform all duties assigned to him faithfully and efficiently, subject to the direction of the Chairman, and shall have such authorities and powers as are inherent to the undertakings applicable to his position and necessary to carry out the responsibilities and duties required of him hereunder; provided, however, that the Executive shall not be required to perform any duties while he is disabled. Notwithstanding the foregoing or any other provisions of this Agreement, the Executive and the Company understand and agree that the responsibilities and duties of the Executive, in his capacity as Executive Vice President of the Company, may change from time to time due to other changes in the nature and structure of the Company’s business and that any such changes in the Executive’s duties and responsibilities that are consistent with such changes in the Company’s business shall not constitute a reduction in the Executive’s duties and responsibilities for purposes of this Agreement.

2. Compensation. Subject to the terms and conditions of this Agreement, during the Employment Period while the Executive is employed by the Company, the Company shall compensate him for his services as follows:

(A) The Executive shall receive, for each twelve-consecutive month period beginning on March 8, 1999, and each anniversary thereof, an annual salary of $285,700 (the “Annual Base Salary”), which Annual Base Salary shall be payable in substantially equal bi-weekly installments. The Executive’s rate of Annual Base Salary shall be reviewed annually beginning in February, 2000.

(B) The Executive shall be entitled to receive bonuses from the Company in accordance with the bonus plans of the Company as in effect from time to time. As Executive Vice President his target bonus award percentage shall be 50% of the midpoint of his grade, subject to annual approval of the Compensation Committee of the Board of Directors.

(C) Except as otherwise specifically provided to the contrary in this Agreement, the Executive shall be provided with health, welfare and other fringe benefits to the same extent and on the same terms as those benefits are provided by the Company from time to time to the Company’s other senior management executives.

(D) The Executive shall be reimbursed by the Company, on terms and conditions that are substantially similar to those that apply to other similarly situated senior management executives of the Company, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Company’s expense reimbursement policy and actually incurred by the Executive in the promotion of the Company’s business.

(E) The Company shall pay or shall reimburse the Executive for his monthly country club dues and assessments; provided, however, that such payment or reimbursement, as applicable, shall apply only to the club at which the Executive was a member immediately prior to the date hereof unless it is necessary for the Executive to change clubs and, in any event shall apply to only one club at any given point in time.

(F) The Company shall pay the Executive for the amount of the monthly lease payment for the automobile that the Executive uses for business; provided, however, that the Company shall report as income to the Executive any amounts required by law or the policies of the Company relating to the Executive’s personal use of such automobile.

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(G) The Executive shall be recommended for stock awards in the same manner as may be in effect from time to time for other similarly situated executive vice presidents.

3. Rights and Payments Upon Termination. The Executive’s right to benefits and payments, if any, for periods after the date on which his employment with the Company terminates for any reason (his “Termination Date”) shall be determined in accordance with this Section 3:

(A) Termination by the Company for Reasons Other Than Cause; Termination by the Executive for Good Reason. If the Executive’s termination by the Company occurs for any reason other than Cause or is a result of the Executive’s termination of employment for Good Reason (and is not on account of the Executive’s death, disability, or voluntary resignation, the mutual agreement of the parties or any other reason), then for the period (the “Benefit Period”) commencing on his Termination Date and ending on the earliest of (i) the twenty-fourth month after the Executive’s Termination Date; (ii) the date on which the Executive violates the provisions of Sections 4, 5 or 6 of this Agreement; or (iii) the date of the Executive’s death, the Executive shall continue to receive from the Company bi-weekly base salary and “Bonus “ payments, based on his annual base salary effective on his Termination Date and “Bonus” as defined below. Such continued bi-weekly base salary payments shall be made on the regularly scheduled pay dates following the Executive’s Termination Date. Notwithstanding the foregoing provisions of this Paragraph 3(a), if the Executive is a “specified person” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”)) on the Termination Date and payments under this Agreement are not exempt from Code Section 409A under the exception for separation payments on involuntary termination that do not exceed two times the limit under Section 401(a)(17) of the Code, then the first payment of continued Annual Base Salary shall not be made until the first regularly scheduled pay date that is six months after the Termination Date and shall consist of (a) an initial payment equal to the sum of (1) the total bi-weekly payments the Executive would have been entitled to receive during the first six months following the Termination Date if the Executive were not a specified person plus (2) the first bi-weekly payment due in the seventh month following the Termination Date, and (b) subsequent to the initial payment, bi-weekly payments based on his or her Annual Base Salary to the extent not paid with the initial payment. Benefits that will continue will include medical, dental,

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basic life insurance, any optional life insurance and any optional accidental death and dismemberment insurance. Bonus shall mean two payments of the average annual amount of the award paid to the Executive pursuant to the annual incentive plan or successor plan with respect to the three years immediately preceding that in which the Termination Date occurs.

Base salary payments to the Executive during the aforementioned Benefit Period shall not preclude the Executive’s eligibility for payments under the Company’s severance plan.

Twenty-four months of additional age and service credit will be provided to the Executive’s Ryerson Pension and the Ryerson Supplemental Plan using the methodology described in the Executive’s Change in Control Agreement except that any lump sum payment will be made twenty-four months after the Executive’s Termination Date and only if the Executive has not violated the Confidentiality, Nonsolicitation and Noncompetition provisions of this Agreement.

(B) Termination By Company for Cause. If the Executive’s termination is a result of the Company’s termination of the Executive’s employment on account of Cause, then, except as agreed in writing between the Executive and the Company, the Executive shall have no right to future payments or benefits under this Agreement (and the Company shall have no obligation to make any such future payments or provide any such future benefits) for periods after the Executive’s Termination Date.

(C) Termination for Death or Disability. If the Executive’s termination is caused by the Executive’s death or permanent disability, then the Executive (or in the event of his death, his estate) shall be entitled to continuing payments of his Salary for the period commencing on his Termination Date and ending on the earlier of (i) the last day of the calendar month in which his Termination Date occurs or (ii) the date on which the Executive violates the provisions of Sections 4, 5 or 6 of this Agreement.

(D) Termination for Voluntary Resignation, Mutual Agreement or Other Reasons. If the Executive’s termination occurs on account of his voluntary resignation, mutual agreement of the parties, or any reason other than those specified in Paragraphs (A), (B) or (C) above then, except as agreed in writing between the Executive and the Company, the Executive shall have no right to future payments or benefits under this Agreement (and the Company shall have no obligation to make any such future payments or provide any such future benefits) for periods after the Executive’s Termination Date. The Executive’s termination of employment for Good Reason shall not be treated as a voluntary resignation for purposes of this Agreement.

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(E) Definitions. For purposes of this Agreement:

(i) The term “Cause” shall mean:

(a) the continuous performance of his duties (under this Agreement) in a manner that is inconsistent with past, acceptable performance over a normal business cycle; or in a way that has a demonstrable negative impact on the results of the Company as determined by the Chairman and CEO of the Company. The Chairman and CEO must provide a notice of unsatisfactory performance and a reasonable corrective action period; or

(b) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to the Company or its affiliates, monetarily or otherwise, as determined by the Chairman and CEO; or

(c) conduct by the Executive that involves theft, fraud or dishonesty; or

(d) the Executive’s violation of the provisions of Sections 1, 2 or 3 hereof.

(ii) The term “Good Reason” means (a) the assignment to the Executive duties which are materially inconsistent with his duties as Executive Vice President of the Company, including, without limitation, a material diminution or reduction in his title, office or responsibilities or a reduction in his rate of Salary, or (b) the relocation of the Executive to a location that is not within the greater Chicago metropolitan area.

Notwithstanding any other provision of this Agreement, the Executive shall automatically cease to be an employee of the Company and its affiliates as of his Termination Date and, to the extent permitted by applicable law, any and all monies that the Executive owes to the Company shall be repaid before any post-termination payments are made pursuant to the Executive pursuant to this Agreement.

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4. Confidential Information. The Executive agrees that:

(A) Except as may be required by the lawful order of a court or agency of competent jurisdiction, or except to the extent that the Executive has express authorization from the Company, he shall keep secret and confidential indefinitely all non-public information (including, without limitation, information regarding litigation and pending litigation) concerning the Company and its affiliates which was acquired by or disclosed to the Executive during the course of his employment with the Company, and not to disclose the same, either directly or indirectly, to any other person, firm, or business entity, or to use it in any way.

(B) Upon his Termination Date or at the Company’s earlier request, he will promptly return to the Company any and all records, documents, physical property, information, computer disks or other materials relating to the business of the Company and its affiliates obtained by him during his course of employment with the Company.

(C) The Executive shall keep the Company informed of, and shall execute such assignments as may be necessary to transfer to the Company or its affiliates the benefits of, any inventions, discoveries, improvements, trade secrets, developments, processes, and procedures made by the Executive, in whole or in part, or conceived by the Executive either alone or with others, which result from any work which the Executive may do for or at the request of the Company, whether or not conceived by the Executive while on holiday, on vacation, or off the premises of the Company, including such of the foregoing items conceived during the course of employment which are developed or perfected after the Executive’s termination of employment. The Executive shall assist the Company or other nominated by it, to obtain patents, trademarks and service marks and the Executive agrees to execute all documents and to take all other actions which are necessary or appropriate to secure to the Company and its affiliates the benefits thereof. Such patents, trademarks and service marks shall become the property of the Company and its affiliates. The Executive shall deliver to the Company all sketches, drawings, models, figures, plans, outlines, descriptions or other information with respect thereto.

(D) To the extent that any court or agency seeks to have the Executive disclose confidential information, he shall promptly inform the Company, and he shall take such reasonable steps to prevent disclosure of Confidential Information until the Company has been informed of such requested disclosure. To the extent that the Executive obtains information on behalf of the Company or any of its affiliates that may be subject to attorney-client privilege as to the Company’s attorneys, the Executive shall take reasonable steps to maintain the confidentiality of such information and to preserve such privilege.

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(E) Nothing in the foregoing provisions of this Section 4 shall be construed so as to prevent the Executive from using, in connection with his employment for himself or an employer other than the Company or any of its affiliates, knowledge which was acquired by him during the course of his employment with the Company and its affiliates, and which is generally known to persons of his experience in other companies in the same industry.

5. Nonsolicitation. While the Executive is employed by the Company and its affiliates and for a period of two years after the date the Executive terminates employment with the Company and its affiliates for any reason, the Executive covenants and agrees that he will not, whether for himself or for any other person, business, partnership, association, firm, company or corporation, directly or indirectly, call upon, solicit, divert or take away or attempt to solicit, divert or take away, any of the customers or employees of the Company or its affiliates in existence from time to time during his employment with the Company and its affiliates.

6. Noncompetition. While the Executive is employed by the Company and its affiliates, and for a period of two years after the date the Executive terminates employment with the Company and its affiliates, the Executive covenants and agrees that he will not, directly or indirectly, engage in, assist, perform services for, plan for, establish or open, or have any financial interest (other than (i) ownership of 1% or less of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System or (ii) ownership of securities in any entity affiliated with the Company) in any person, firm, corporation, or business entity (whether as an employee, officer, director or consultant) that engages in an activity in any state in which the Company or its affiliates is conducting or has reasonable expectations of commencing business activities at the date of the Executive’s termination of employment, which is the same as, similar to, or competitive with the metals service center, processing and distribution business of the Company and its affiliates.

7. Equitable Remedies. The Executive acknowledges that the Company would be irreparably injured by a violation of Sections 4, 5 and 6 and agrees that the Company, in addition to other remedies available to it for such breach or threatened breach, shall be entitled to a preliminary injunction, temporary restraining order, other equivalent relief, restraining the Executive from any actual or threatened breach of Sections 4, 5 and 6 without any bond or other security being required.

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8. Defense of Claims. The Executive agrees that, during his employment with the Company and after his termination, he will cooperate with the Company and its affiliates in the defense of any claims that may be made against the Company or its affiliates to the extent that such claims may relate to services performed by him for the Company. To the extent travel is required to comply with the requirements of this Section 8, the Company, shall to the extent possible, provide the Executive with notice at least 10 days prior to the date on which such travel would be required and the Company agrees to reimburse the Executive for all of his reasonable actual expenses associated with such travel; provided, however, that if the Company reasonably expects the travel to be extensive or unduly burdensome to the Executive from a financial perspective, the Company may provide to the Executive pre-paid tickets for transportation in connection with such travel.

9. Notices. Notices provided for in this Agreement shall be in writing and shall be deemed to have been duly received when delivered in person or sent by facsimile transmission, on the first business day after it is sent by air express courier service or on the second business day following deposit in the United States registered or certified mail, return receipt requested, postage prepaid and addressed, in the case of the Company to the following address:

Ryerson Inc.

2621 W. 15th Place

Chicago, IL 60608

Attention: William Korda

or to the Executive:

Gary J. Niederpruem

25 Ridgefield Lane

Hinsdale, IL 60521

or such other address as either party may have furnished to the other in writing in accordance herewith, except that a notice of change of address shall be effective only upon actual receipt.

10. Withholding. All compensation payable under this Agreement shall be subject to customary withholding taxes and other employment taxes as required with respect to compensation paid by a corporation to an employee and the amount of compensation payable hereunder shall be reduced appropriately to reflect the amount of any required withholding. The Company shall have no obligation to make any payments to the Executive or to make the Executive whole for the amount of any required taxes.

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11. Successors. This Agreement shall be binding on, and inure to the benefit of, the Company and its successors and assigns and any person acquiring, whether by merger, reorganization, consolidation, by purchase of assets or otherwise, all or substantially all of the assets of the Company.

12. Nonalienation. The interests of the Executive under this Agreement are not subject to the claims of his creditors, other than the Company, and may not otherwise be voluntarily or involuntarily assigned, alienated or encumbered.

13. Waiver of Breach. The waiver by either the Company or the Executive of a breach of any provision of this Agreement shall not operate as or be deemed a waiver of any subsequent breach by either the Company or the Executive. Continuation of payments hereunder by the Company following a breach by the Executive of any provision of this Agreement shall not preclude the Company from thereafter terminating said payments based upon the same violation.

14. Severability. It is mutually agreed and understood by the parties that should any of the agreements and covenants contained herein be determined by any court of competent jurisdiction to be invalid by virtue of being vague or unreasonable, including but not limited to the provisions of Sections 4, 5 and 6, then the parties hereto consent that this Agreement shall be amended retroactive to the date of its execution to include the terms and conditions said court deems to be reasonable and in conformity with the original intent of the parties and the parties hereto consent that under such circumstances, said court shall have the power and authority to determine what is reasonable and in conformity with the original intent of the parties to the extent that said covenants and/or agreements are enforceable.

15. Applicable Law. This Agreement shall be construed in accordance with the laws of the State of Illinois.

16. Amendment. This Agreement may be amended or cancelled by mutual Agreement of the parties in writing without the consent of any other person.

17. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a copy hereof containing multiple signature pages, each signed by one party hereto, but together signed by both of the parties hereto.

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18. Other Agreements. This Agreement constitutes the sole and complete Agreement between the Company and the Executive and supersedes all other agreements, both oral and written, between the Company and the Executive with respect to the matters contained herein including, without limitation any severance agreements or arrangements between the parties; provided, however, that this Agreement does not supersede the Change in Control Agreement. No verbal or other statements, inducements, or representations have been made to or relied upon by the Executive. The parties have read and understand this Agreement.

	RYERSON INC.
Dated:
	William Korda
	Vice President Human Resources
Dated:
	Gary J. Niederpruem
	Executive Vice President

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EX-10.20

EXHIBIT 10.20

EMPLOYMENT AGREEMENT

(conformed)

THIS AGREEMENT, by and between Ryerson Inc. (the “Company”) and Neil S. Novich (the “Executive”) effective as of December 1, 1999 (the “Effective Date”) and as amended and restated January 1, 2006.

WITNESSETH THAT:

WHEREAS, the Company has appointed Executive to the position of Chairman, President and CEO, and Executive has accepted such appointment;

WHEREAS, in connection with such appointment, the Company and Executive desire to enter into this Agreement; and

WHEREAS, this Agreement is amended effective January 1, 2006 to conform to the requirements of the Internal Revenue Code Section 409A;

NOW, THEREFORE, in consideration of the Executive’s appointment as Chairman, President and CEO, and for other good and valuable consideration the receipt of which is hereby acknowledged, it is agreed by the Executive and Company as follows:

1. Duties. The Executive agrees that while he is employed by the Company, he will devote his full business time, energies and talents to serving as the Chairman, President and CEO of the Company and providing services for the Company at the direction of the Board of Directors of the Company. The Executive shall have such duties and responsibilities as may be assigned to him from time to time by the Board of Directors, shall perform all duties assigned to him faithfully and efficiently, subject to the direction of the Board of Directors, and shall have such authorities and powers as are inherent to the undertakings applicable to his position and necessary to carry out the responsibilities and duties required of him hereunder; provided, however, that the Executive shall not be required to perform any duties while he is disabled. Both parties understand and agree that the Executive may serve on boards of directors of other businesses which are not in competition with the Company and may engage in civic and charitable activities provided that such service and activities do not materially interfere with the performance of the Executive’s duties.

2. Compensation. Subject to the terms and conditions of this Agreement, during the Employment Period while the Executive is employed by the Company, the Company shall compensate him for his services as follows:

(A) The Executive shall receive, for each twelve-consecutive month period beginning on February 8, 1999, and each anniversary thereof, an annual salary not less than $500,000 (the “Annual Base Salary”), which Annual Base Salary shall be payable in substantially equal bi-weekly installments. The Executive’s rate of Annual Base Salary shall be reviewed annually beginning in February, 2000 and may be increased at that time with the Compensation Committee’s approval.

(B) The Executive shall be entitled to receive bonuses from the Company in accordance with the bonus plans of the Company as in effect from time to time. As Chairman, President and CEO his target bonus award percentage shall be 70% of the median annual salary of the CEO position within the Hewitt comparator survey, subject to annual approval of the Compensation Committee of the Board of Directors.

(C) Except as otherwise specifically provided to the contrary in this Agreement, the Executive shall be provided with health, welfare and other fringe benefits to the same extent and on the same terms as those benefits are provided by the Company from time to time to the Company’s other senior management executives.

(D) The Executive shall be reimbursed by the Company, on terms and conditions that are substantially similar to those that apply to other similarly situated senior management executives of the Company, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Company’s expense reimbursement policy and actually incurred by the Executive in the promotion of the Company’s business.

(E) The Company shall pay or shall reimburse the Executive for both of his monthly club dues and assessments;

(F) The Company shall pay the Executive for the amount of the monthly lease payment for the automobile that the Executive uses for business; provided, however, that the Company shall report as income to the Executive any amounts required by law or the policies of the Company relating to the Executive’s personal use of such automobile.

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(G) The Executive shall be recommended for stock awards in the future utilizing the methodology in place for the 1999 grant. The methodology in place for 1999 will not be changed in a manner which is less favorable to the Executive.

(H) The Executive shall be provided financial services counseling.

3. Rights and Payments Upon Termination. The Executive’s right to benefits and payments, if any, for periods after the date on which his employment with the Company terminates for any reason (his “Termination Date”) shall be determined in accordance with this Section 3:

(A) Termination by the Company for Reasons Other Than Cause; Termination by the Executive for Good Reason. If the Executive’s termination by the Company occurs for any reason other than Cause or is a result of the Executive’s termination of employment for Good Reason (and is not on account of the Executive’s death, disability, or voluntary resignation, the mutual agreement of the parties or any other reason), then the period (the “Benefit Period”) commencing on his Termination Date and ending on the earliest of (i) the thirty-sixth month after the Executive’s Termination Date; (ii) the date on which the Executive violates the provisions of Sections 4, 5 or 6 of this Agreement; or (iii) the date of the Executive’s death, the Executive shall continue to receive from the Company bi-weekly Annual Base Salary (based on his Annual Base Salary as in effect on his Termination Date) and “Bonus” (as defined below) payments. Such continued bi-weekly base salary payments shall be made on the regularly scheduled pay dates following the Executive’s Termination Date. Notwithstanding the foregoing provisions of this Paragraph 3(a), if the Executive is a “specified person” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”)) on the Termination Date and payments under this Agreement are not exempt from Code Section 409A under the exception for separation payments on involuntary termination that do not exceed two times the limit under Section 401(a)(17) of the Code, then the first payment of continued Annual Base Salary shall not be made until the first regularly scheduled pay date that is six months after the Termination Date and shall consist of (a) an initial payment equal to the sum of (1) the total bi-weekly payments the Executive would have been entitled to receive during the first six months following the Termination Date if the Executive were not a specified person plus (2) the first bi-weekly payment due in the seventh month following the Termination Date, and (b) subsequent to the initial payment, bi-weekly payments based on his or her Annual Base Salary to the extent not paid with the initial payment.

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Benefits that will continue will include medical, dental, basic life insurance, financial counseling services, any optional life insurance and any optional accidental death and dismemberment insurance. “Bonus” shall mean three payments of the average annual amount of the award paid to the Executive pursuant to the annual incentive plan or successor plan with respect to the three years immediately preceding that in which the Termination Date occurs; excluding any years in which the bonus was zero. If all three immediately preceding bonus payments were equal to zero, then no bonus payment would be continued for the next three years.

Base salary payments to the Executive during the aforementioned Benefit Period shall not preclude the Executive’s eligibility for payments under the Company’s severance plan.

Thirty-six months of additional age and service credit will be provided to the Executive’s RT Pension and the RT Supplemental Plan using the methodology described in the Executive’s Change in Control Agreement except that any lump sum payment will be made thirty-six months after the Executive’s Termination Date and only if the Executive has not violated the Confidentiality, Nonsolicitation and Noncompetition provisions of this Agreement.

All existing unvested options as of the Termination Date will become vested and the Executive shall be afforded a 36 month extension period of time (but not beyond the original Termination Date of the option) from the Termination Date to exercise any remaining unexercised options that had not expired before the Termination Date.

It is expected that the Executive would have an opportunity to exercise said options in a cashless exchange from the first window period (post earnings public release period) after the Executive’s Termination Date and thereafter. The Company expects that such a transaction could be accomplished very promptly at the beginning of said window period and thereafter. The Executive may exercise a cashless exchange of options before the date mentioned above if the Company is in agreement on the efficacy of such action and such agreement would not be unreasonably withheld by the Company.

The Company will, to the maximum extent permitted by law, defend, indemnify and hold harmless the Executive and the Executive’s heirs, estate, executors and administrators

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against any costs, losses, claims, suits, proceedings, damages or liabilities to which the Executive may become subject which arise out of, are based upon or relate to the Executive’s employment by the Company (and any predecessor company to the Company), or the Executive’s service as an officer or member of the Board of Directors of the Company (or any predecessor company to the Company), including without limitation reimbursement for any legal or other expenses reasonably incurred by the Executive in connection with investigation and defending against any such costs, losses, claims, suits, proceedings, damages or liabilities. The Company shall maintain directors and officers liability insurance in commercially reasonable amounts (as reasonably determined by the Board), and the Executive shall be covered under such insurance to the same extent as other senior management employees of the Company with respect to matters which occurred during such period of employment.

The Executive will be provided one-on-one Executive out placement and office services following his Termination Date. Such services will be paid for by the Company and consistent with the existing Company program and appropriate to his level.

The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking outside employment or otherwise and such payments shall not be reduced by any other income earned by Executive.

(B) Termination By Company for Cause. If the Executive’s termination is a result of the Company’s termination of the Executive’s employment on account of Cause, then, except as agreed in writing between the Executive and the Company, the Executive shall have no right to future payments or benefits under this Agreement (and the Company shall have no obligation to make any such future payments or provide any such future benefits) for periods after the Executive’s Termination Date.

(C) Termination for Death or Disability. If the Executive’s termination is caused by the Executive’s death or permanent disability, then the Executive (or in the event of his death, his estate) shall be entitled to continuing payments of his Salary for the period commencing on his Termination Date and ending on the earlier of (i) the last day of the calendar month in which his Termination Date occurs or (ii) the date on which the Executive violates the provisions of Sections 4, 5 or 6 of this Agreement.

(D) Termination for Voluntary Resignation, Mutual Agreement or Other Reasons. If the Executive’s termination occurs on account of his voluntary resignation, mutual agreement of the parties, or any reason other than those specified in Paragraphs

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(A), (B) or (C) above then, except as agreed in writing between the Executive and the Company, the Executive shall have no right to future payments or benefits under this Agreement (and the Company shall have no obligation to make any such future payments or provide any such future benefits) for periods after the Executive’s Termination Date. The Executive’s termination of employment for Good Reason shall not be treated as a voluntary resignation for purposes of this Agreement.

(E) Definitions. For purposes of this Agreement:

(i) The term “Cause” shall mean:

(a) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to the Company or its affiliates, monetarily or otherwise, as determined by the Board of Directors; or

(b) conduct by the Executive that involves theft, fraud or dishonesty; or

(c) the Executive’s violation of the provisions of Sections 4, 5 or 6 hereof.

(ii) The term “Good Reason” means (a) the assignment to the Executive duties which are materially inconsistent with his duties as Chairman, President and CEO of the Company, including, without limitation, a material diminution or reduction in his title, office or responsibilities or a reduction in his rate of Salary, failure to provide bonus opportunities or stock awards in accordance with the requirements in Section 2, or (b) the relocation of the Executive to a location that is not within the greater Chicago metropolitan area.

Notwithstanding any other provision of this Agreement, the Executive shall automatically cease to be an employee of the Company and its affiliates as of his Termination Date and, to the extent permitted by applicable law, any and all monies that the Executive owes to the Company shall be repaid before any post-termination payments are made pursuant to the Executive pursuant to this Agreement.

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4. Confidential Information. The Executive agrees that:

(A) Except as may be required by the lawful order of a court or agency of competent jurisdiction, or except to the extent that the Executive has express authorization from the Company, he shall keep secret and confidential indefinitely all non-public information (including, without limitation, information regarding litigation and pending litigation) concerning the Company and its affiliates which was acquired by or disclosed to the Executive during the course of his employment with the Company, and not to disclose the same, either directly or indirectly, to any other person, firm, or business entity, or to use it in any way.

(B) Upon his Termination Date or at the Company’s earlier request, he will promptly return to the Company any and all records, documents, physical property, information, computer disks or other materials relating to the business of the Company and its affiliates obtained by him during his course of employment with the Company.

(C) The Executive shall keep the Company informed of, and shall execute such assignments as may be necessary to transfer to the Company or its affiliates the benefits of, any inventions, discoveries, improvements, trade secrets, developments, processes, and procedures made by the Executive, in whole or in part, or conceived by the Executive either alone or with others, which result from any work which the Executive may do for or at the request of the Company, whether or not conceived by the Executive while on holiday, on vacation, or off the premises of the Company, including such of the foregoing items conceived during the course of employment which are developed or perfected after the Executive’s termination of employment. The Executive shall assist the Company or other nominated by it, to obtain patents, trademarks and service marks and the Executive agrees to execute all documents and to take all other actions which are necessary or appropriate to secure to the Company and its affiliates the benefits thereof. Such patents, trademarks and service marks shall become the property of the Company and its affiliates. The Executive shall deliver to the Company all sketches, drawings, models, figures, plans, outlines, descriptions or other information with respect thereto.

(D) To the extent that any court or agency seeks to have the Executive disclose confidential information, he shall promptly inform the Company, and he shall take such reasonable steps to prevent disclosure of Confidential Information until the Company has been informed of such requested disclosure. To the extent that the Executive obtains information on behalf of the Company or any of its affiliates that may be subject to attorney-client privilege as to the Company’s attorneys, the Executive shall take reasonable steps to maintain the confidentiality of such information and to preserve such privilege.

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(E) Nothing in the foregoing provisions of this Section 4 shall be construed so as to prevent the Executive from using, in connection with his employment for himself or an employer other than the Company or any of its affiliates, knowledge which was acquired by him during the course of his employment with the Company and its affiliates, and which is generally known to persons of his experience in other companies in the same industry.

5. Nonsolicitation. While the Executive is employed by the Company and its affiliates and for a period of three years after the date the Executive terminates employment with the Company and its affiliates for any reason, the Executive covenants and agrees that he will not, whether for himself or for any other person, business, partnership, association, firm, company or corporation, directly or indirectly, call upon, solicit, divert or take away or attempt to solicit, divert or take away, any of the customers or employees of the Company or its affiliates in existence from time to time during his employment with the Company and its affiliates.

6. Noncompetition. While the Executive is employed by the Company and its affiliates, and for a period of three years after the date the Executive terminates employment with the Company and its affiliates, the Executive covenants and agrees that he will not, directly or indirectly, engage in, assist, perform services for, plan for, establish or open, or have any financial interest (other than (i) ownership of 1% or less of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System or (ii) ownership of securities in any entity affiliated with the Company) in any person, firm, corporation, or business entity (whether as an employee, officer, director or consultant) that engages in an activity in any state in which the Company or its affiliates is conducting or has reasonable expectations of commencing business activities at the date of the Executive’s termination of employment, which is the same as, similar to, or competitive with the metals service center, processing and distribution business of the Company and its affiliates.

Employment of the Executive by a metals manufacturing organization is not considered a violation of this noncompetition section as long as the Executive does not personally engage in activities with the metals manufacturer to obtain or increase business from the Company’s customers through mill direct or competitor supported business activities.

7. Equitable Remedies. The Executive acknowledges that the Company would be irreparably injured by a violation of Sections 4, 5 and 6 and agrees that the Company, in addition

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to other remedies available to it for such breach or threatened breach, shall be entitled to a preliminary injunction, temporary restraining order, other equivalent relief, restraining the Executive from any actual or threatened breach of Sections 4, 5 and 6 without any bond or other security being required.

8. Defense of Claims. The Executive agrees that, during his employment with the Company and after his termination, he will cooperate with the Company and its affiliates in the defense of any claims that may be made against the Company or its affiliates to the extent that such claims may relate to services performed by him for the Company. To the extent travel is required to comply with the requirements of this Section 8, the Company, shall to the extent possible, provide the Executive with notice at least 10 days prior to the date on which such travel would be required and the Company agrees to reimburse the Executive for all of his reasonable actual expenses associated with such travel; provided, however, that if the Company reasonably expects the travel to be extensive or unduly burdensome to the Executive from a financial perspective, the Company may provide to the Executive pre-paid tickets for transportation in connection with such travel.

9. Notices. Notices provided for in this Agreement shall be in writing and shall be deemed to have been duly received when delivered in person or sent by facsimile transmission, on the first business day after it is sent by air express courier service or on the second business day following deposit in the United States registered or certified mail, return receipt requested, postage prepaid and addressed, in the case of the Company to the following address:

Ryerson Inc.

2621 W. 15th Place

Chicago, IL 60608

Attention: William Korda

or to the Executive:

Neil S. Novich

431 Washington Avenue

Wilmette, IL 60091

or such other address as either party may have furnished to the other in writing in accordance herewith, except that a notice of change of address shall be effective only upon actual receipt.

10. Withholding. All compensation payable under this Agreement shall be subject to customary withholding taxes and other employment taxes as required with respect to compensation paid by a corporation to an employee and the amount of compensation payable hereunder shall be reduced appropriately to reflect the amount of any required withholding. The Company shall have no obligation to make any payments to the Executive or to make the Executive whole for the amount of any required taxes.

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11. Successors. This Agreement shall be binding on, and inure to the benefit of, the Company and its successors and assigns and any person acquiring, whether by merger, reorganization, consolidation, by purchase of assets or otherwise, all or substantially all of the assets of the Company.

12. Nonalienation. The interests of the Executive under this Agreement are not subject to the claims of his creditors, other than the Company, and may not otherwise be voluntarily or involuntarily assigned, alienated or encumbered.

13. Waiver of Breach. The waiver by either the Company or the Executive of a breach of any provision of this Agreement shall not operate as or be deemed a waiver of any subsequent breach by either the Company or the Executive. Continuation of payments hereunder by the Company following a breach by the Executive of any provision of this Agreement shall not preclude the Company from thereafter terminating said payments based upon the same violation.

14. Severability. It is mutually agreed and understood by the parties that should any of the agreements and covenants contained herein be determined by any court of competent jurisdiction to be invalid by virtue of being vague or unreasonable, including but not limited to the provisions of Sections 4, 5 and 6, then the parties hereto consent that this Agreement shall be amended retroactive to the date of its execution to include the terms and conditions said court deems to be reasonable and in conformity with the original intent of the parties and the parties hereto consent that under such circumstances, said court shall have the power and authority to determine what is reasonable and in conformity with the original intent of the parties to the extent that said covenants and/or agreements are enforceable.

15. Applicable Law. This Agreement shall be construed in accordance with the laws of the State of Illinois.

16. Amendment. This Agreement may be amended or cancelled by mutual Agreement of the parties in writing without the consent of any other person.

17. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a copy hereof containing multiple signature pages, each signed by one party hereto, but together signed by both of the parties hereto.

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18. Arbitration & Legal Fees. Disputes arising out of or in connection with the interpretation and application of this Agreement shall be discussed by the Executive and the Company in good faith negotiations for the purpose of reaching an amicable resolution. Without prejudice to the Company’s rights under Section 7 of this Agreement, any such disputes which cannot be settled amicably within thirty (30) days after written notice by one party to the other (or after such longer period agreed to in writing by the parties), shall thereafter be settled by binding arbitration in Chicago, Illinois, to be conducted pursuant to the rules and procedures then obtaining of the American Arbitration Association and judgement on the award rendered in such arbitration may be entered in any court of competent jurisdiction.

The Executive is entitled to timely payments (not later than 30 calendar days after notice from the Executive) from the Company of reasonable attorney fees incurred by the Executive in the event of a dispute arising out of or in connection with the interpretation and application of this Agreement.

19. Other Agreements. This Agreement constitutes the sole and complete Agreement between the Company and the Executive and supersedes all other agreements, both oral and written, between the Company and the Executive with respect to the matters contained herein, provided, however, that this Agreement does not supersede the Change in Control Agreement or Severance Plan. No verbal or other statements, inducements, or representations have been made to or relied upon by the Executive. The parties have read and understand this Agreement.

	RYERSON INC.
Dated:
	William Korda
	Vice President Human Resources
Dated:
	Neil S. Novich
	Chairman, President & CEO

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EX-10.21

EXHIBIT 10.21

EMPLOYMENT AGREEMENT

(conformed)

THIS AGREEMENT, by and between Ryerson Inc. (the “Company”) and James M. Delaney (the “Executive”) effective as of July 23, 2001 (the “Effective Date”) and as amended and restated January 1, 2006.

WITNESSETH THAT:

WHEREAS, the Company has appointed Executive to the position of President Customer Solutions Team & CCO, and Executive has accepted such appointment;

WHEREAS, in connection with such appointment, the Company and Executive desire to enter into this Agreement; and

WHEREAS, this Agreement is amended effective January 1, 2006 to conform to the requirements of the Internal Revenue Code Section 409A;

NOW, THEREFORE, in consideration of the Executive’s appointment as President Customer Solutions Team & CCO, and for other good and valuable consideration the receipt of which is hereby acknowledged, it is agreed by the Executive and Company as follows:

1. Duties. The Executive will serve as President Customer Solutions Team & CCO and in such capacity shall have such duties and responsibilities as may be assigned to him or her from time to time by the Company. The Executive shall have such authorities and powers as are inherent to the undertaking of this position and necessary to carry out these responsibilities and duties. Notwithstanding the foregoing or any other provisions of this Agreement, the Executive and the Company understand and agree that the responsibilities and duties of the Executive, in the capacity of President Customer Solutions Team& CCO of the Company, may change from time to time due to changes in the nature, structure or needs of the Company’s business and that any such changes in the Executive’s duties and responsibilities that are consistent with such changes in the Company’s business shall not constitute a reduction or increase in the Executive’s duties and responsibilities for purposes of this Agreement.

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The Executive shall devote his or her best efforts and full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its affiliated companies. The Executive shall perform all assigned duties to the best of his or her abilities in a diligent, trustworthy, businesslike and efficient manner.

2. Compensation. Subject to the terms and conditions of this Agreement, while the Executive is employed by the Company under this Agreement, Executive shall be compensated for services as follows:

(A) Effective July 23, 2001 the Executive’s annual base salary shall be $239,000 (“Annual Base Salary”), payable in installments under the Company’s general payroll practices, subject to customary withholding. The Executive’s rate of Annual Base Salary shall be reviewed annually beginning January 2002.

(B) The Executive will be eligible for an incentive bonus payment from the Company each calendar year or applicable performance period (the “Performance Bonus”) in accordance with the bonus plans of the Company as in effect from time to time. The Executive’s target bonus award payment is 36% of Annual Base Salary.

(C) Except as otherwise specifically provided herein, the Executive shall be provided with health, welfare and other fringe benefits to the same extent and on the same terms as those benefits are provided by the Company from time to time to other similarly situated executives of the Company, provided that, nothing in the Agreement will preclude the Company from amending or terminating any plans or programs generally applicable to salaried employees or executives, as the case may be.

(D) The Executive shall be reimbursed by the Company, on terms and conditions that are substantially similar to those applicable to other similarly situated executives of the Company, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items, consistent with the Company’s expense reimbursement policy, actually incurred by the Executive in the promotion of the Company’s business.

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(E) The Company shall pay or shall reimburse the Executive for his monthly country club dues and assessments; provided, however, that such payment or reimbursement, as applicable, shall apply only to one club at any given point in time.

(F) The Company shall pay or shall reimburse the Executive for the amount of the monthly lease payment for the automobile approved by the Company for the Executive’s business; provided however, that the Company shall report as income to the Executive any amounts required by law or the policies of the Company for the Executive’s personal use of such automobile.

(G) The Executive shall be recommended for stock options in the same manner as may be in effect from time to time for other similarly situated executives of the Company.

(H) The Company shall provide a two year Change in Control Agreement.

3. Rights and Payments Upon Termination. The Executive’s right to benefits and payments, if any, for periods after the date the Executive’s employment with the Company terminates for any reason (the “Termination Date”) shall be determined in accordance with this Section 3:

(A) Termination by the Company for Reasons Other Than Cause; Termination by the Executive for Good Reason. If the Executive’s termination by the Company occurs for any reason other than Cause or is a result of the Executive’s termination of employment for Good Reason (and is not on account of the Executive’s death, disability, or voluntary resignation, the mutual agreement of the parties or any other reason), then the period (the “Benefit Period”) commencing on his Termination Date and ending on the earliest of (i) the thirty-sixth month after the Executive’s Termination Date; (ii) the date on which the Executive violates the provisions of Sections 4, 5 or 6 of this Agreement; or (iii) the date of the Executive’s death, the Executive shall continue to receive from the Company bi-weekly Annual Base Salary (based on his Annual Base Salary as in effect on his Termination Date) and “Bonus” (as defined below) payments. Such continued

3

bi-weekly base salary payments shall be made on the regularly scheduled pay dates following the Executive’s Termination Date. Notwithstanding the foregoing provisions of this Paragraph 3(a), if the Executive is a “specified person” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”)) on the Termination Date and payments under this Agreement are not exempt from Code Section 409A under the exception for separation payments on involuntary termination that do not exceed two times the limit under Section 401(a)(17) of the Code, then the first payment of continued Annual Base Salary shall not be made until the first regularly scheduled pay date that is six months after the Termination Date and shall consist of (a) an initial payment equal to the sum of (1) the total bi-weekly payments the Executive would have been entitled to receive during the first six months following the Termination Date if the Executive were not a specified person plus (2) the first bi-weekly payment due in the seventh month following the Termination Date, and (b) subsequent to the initial payment, bi-weekly payments based on his or her Annual Base Salary to the extent not paid with the initial payment.

Annual Base Salary payments to the Executive during the Benefit Period shall not preclude the Executive’s eligibility for payments under the Company Severance Plan, provided, however, that any benefit continuation period under this Agreement shall run concurrently with the applicable benefit period under the Severance Plan.

Twenty-four months of additional age and service credit will be provided to the Executive’s Ryerson Pension and the Ryerson Supplemental Plan using the methodology described in the Executive’s Change in Control Agreement except that any lump sum payment will be made twenty-four months after the Executive’s Termination Date and only if the Executive has not violated the Confidentiality, Nonsolicitation and Noncompetition provisions of this Agreement.

(B) Termination By Company for Cause. If the Company terminates the Executive’s employment for Cause, then except as agreed in writing between the Executive and the Company, the Executive shall be entitled to receive only compensation and benefits earned up to the Date of Termination. The Executive shall not be entitled to receive any payments or benefits under this Agreement after the Executive’s Termination Date and the Company shall have no obligation to make any additional payments or provide any other benefits after the Executive’s Termination Date.

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(C) Termination for Death or Disability. If the Executive’s termination is caused by the Executive’s death or permanent disability (as that term is defined under the Company’s Long Term Disability Plan), then the Executive (or in the event of his or her death, his or her estate) shall be entitled to continued payments of Annual Base Salary for the period commencing on the Termination Date and ending on the earlier of (i) the last day of the calendar month in which his Termination Date occurs; (ii) the date on which the Executive violates the provisions of Sections 4, 5 or 6 of this Agreement; (iii) the date of the Executive’s death; or (iv) the date of the Executive’s permanent disability.

(D) Termination for Voluntary Resignation, Mutual Agreement or Other Reasons. If the Executive’s termination occurs on account of his voluntary resignation, mutual agreement of the parties, or any reason other than those specified in Paragraphs (A), (B) or (C) above, then, except as agreed in writing between the Executive and the Company, the Executive shall not be entitled to receive any payments or benefits under this Agreement after the Executive’s Termination Date and the Company shall have no obligation to make any additional payments or provide any additional benefits after the Executive’s Termination Date. The Executive’s termination of employment for Good Reason shall not be treated as a voluntary resignation for purposes of this Agreement.

(E) Definitions. For purposes of this Agreement:

(i) The term “Cause” shall mean:

(a) the continuous performance of his duties (under this Agreement) in a manner that is inconsistent with past, acceptable performance over a normal business cycle; or in a way that has a demonstrable negative impact on the results of the business unit. The Executive Vice President must provide a notice of unsatisfactory performance and a reasonable corrective action period. The Chairman and CEO must review and approve the action; or

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(b) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to the Company or its affiliates, monetarily or otherwise, as determined by the Executive Vice President; or

(c) conduct by the Executive that involves theft, fraud or dishonesty; or

(d) the Executive’s violation of the provisions of Sections 4, 5 or 6 hereof.

(ii) The term “Good Reason” means (a) the assignment to the Executive of duties which are materially inconsistent with the Position and Duties under this Agreement, including, without limitation, a material diminution or reduction in title, office or responsibilities or a reduction in Annual Base Salary, if such assignment is not changed by the Company, after written notice by the Executive to the Company of such diminution or reduction giving the Company reasonable opportunity to cure, or (b) the involuntary relocation of the Executive to a location that is not within the Chicago metropolitan area.

Notwithstanding any other provision of this Agreement, the Executive shall automatically cease to be an employee of the Company and its affiliates as of his Termination Date and, to the extent permitted by applicable law, any and all monies that the Executive owes to the Company shall be repaid before any post-termination payments are made to the Executive under this Agreement.

4. Termination by Executive or Company with Notice. Subject to the payment obligations and rights set forth in Section 3 above, the Company and Executive agree that either party may terminate Executive’s employment under this Agreement for any or no reason. Provided that, except in the case of the death of the Executive, or mutual written agreement of termination, or the Company’s termination of the Executive’s employment for Cause, each party is obligated to give the other sixty (60) days written notice (the “Notice Period”) before terminating the Executive’s employment relationship for any reason.

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During the Notice Period, the Executive shall (i) meet with Executive Vice President or his designee to wind up any pending work and provide an orderly transfer to other employees of the duties, responsibilities, accounts, customers and clients for which the Executive has been responsible; (ii) work with the Company to identify key Confidential Information (as defined in Section 5 below) likely to be in the Executive’s possession and provide it to the Company as instructed; (iii) disclose and discuss the Executive’s future employment plans in light of Executive’s obligations under this Agreement; (iv) deliver to the Company all property belonging to the Company, including any duplicates, copies or abstracts thereof; (v) devote full time and attention to these obligations and Executive’s other responsibilities as directed by the Company. Notwithstanding the foregoing, the Company may, in its sole discretion, terminate the Executive at any time during the Notice Period, in which event Executive’s employment terminates effective with written notice by the Company to the Executive of this decision, provided that, if the Executive has given notice of his intent to terminate his employment under this Agreement, then, unless the Executive dies, the parties mutually agree otherwise in writing, or the Company terminates the Executive for Cause, the Company will pay to the Executive, in lieu of notice, any Annual Base Salary and benefits that may be due to the Executive for any portion of such sixty (60) days Notice Period remaining after the Termination Date.

5. Confidentiality and Ownership. The Executive acknowledges and agrees that the Confidential Information (as defined in Section 5(A) below) is the property of the Company, its subsidiaries and affiliates. Accordingly, except as may be required by applicable law or the lawful order of a court or regulatory body, or except to the extent that the Executive has express authorization from the Company to do otherwise, Executive will:

(A) Confidential Information. Keep secret and confidential indefinitely all Confidential Information and not disclose such Confidential Information, either directly or indirectly, to any other person, firm or business entity, or to use it in any way. For purposes of this Agreement, “Confidential Information” means all non-public information, observations or data relating to the Company, its subsidiaries or affiliates which the Executive has learned or will learn during his employment with the Company, its subsidiaries or affiliates, whether or not a trade secret within the meaning of applicable law, including but not limited to: (i) new products and new product development; (ii) marketing strategies and plans, market experience with products, and market research; (iii) manufacturing processes, technologies and production plans and methods; (iv)

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formulas, research in progress and unpublished manuals or know how devices, methods, techniques, processes and inventions; (v) regulatory filings and communications; (vi) identity of and relationship with licensees, licensers or suppliers; (vi) finances, financial information, and financial management systems; (vii) technological and engineering data; (viii) identities of and information concerning customers, vendors and suppliers and prospective customers, vendors and suppliers; (ix) development, expansion and business strategies, plans and techniques; (x) computer programs; (xi) research and development activities; and (xii) litigation and pending litigation.

(B) Upon the Executive’s Termination Date or at the Company’s earlier request, the Executive will promptly return to the Company any and all records, documents, data, memoranda, reports, physical property, information, computer disks, tapes or software or other materials, and all copies thereof, relating to the business of the Company and its subsidiaries and affiliates obtained by the Executive during his or her employment with the Company, its subsidiaries or affiliates. The Executive further agrees to deliver to the Company, at its request, any computer in the Executive’s possession or control which has contained any Confidential Information for the purpose of ensuring that all Confidential Information stored on the computer has been delivered to the Company. The Company will also promptly return to the Executive any and all personal property on Company premises.

(C) The Executive agrees that all inventions, innovations, discoveries, improvements, developments, trade secrets, processes, procedures, methods, designs, analyses, drawings, reports, and all similar or related information which relates to the Company’s or any of its subsidiaries’ or affiliates’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by the Executive while employed by the Company or its subsidiaries or affiliates (“Work Product”) belong to the Company or such subsidiary or affiliate. The Executive shall promptly inform the Company of such Work Product, and shall execute such assignments as may be necessary to transfer to the Company or its affiliates the benefits of the Work Product, in whole or in part, or conceived by the Executive either alone or with others, which result from any work which the Executive may do for or at the request of the Company, whether or not conceived by the Executive while on holiday, on vacation, or off the premises of the Company, including such of the foregoing items conceived during

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the course of employment which are developed or perfected after the Executive’s Termination Date. The Executive shall assist the Company or its nominee, to obtain patents, trademarks and service marks and the Executive agrees to execute all documents and to take all other actions which are necessary or appropriate to secure to the Company and its subsidiaries and affiliates the benefits thereof. Such patents, trademarks and service marks shall become the property of the Company and its affiliates. The Executive shall deliver to the Company all sketches, drawings, models, figures, plans, outlines, descriptions or other information with respect thereto.

(D) To the extent that any court or agency seeks to have the Executive disclose Confidential Information, the Executive shall promptly inform the Company, and the Executive shall take such reasonable steps to prevent disclosure of Confidential Information until the Company has been informed of such requested disclosure. To the extent that the Executive obtains information on behalf of the Company or any of its affiliates that may be subject to attorney-client privilege as to the Company’s attorneys, the Executive shall take reasonable steps to maintain the confidentiality of such information and to preserve such privilege.

(E) Nothing in the foregoing provisions of this Section 5 shall be construed so as to prevent the Executive from using, in connection with his or her employment for himself or an employer other than the Company or any of its affiliates, knowledge which was acquired by him during the course of his employment with the Company and its affiliates, and which is generally known to persons of his experience in other companies in the same industry through Executive’s acts or omission to act.

6. Noncompetition/Nonsolicitation. The Executive acknowledges that the industry in which the Company is engaged is a highly competitive business, and that the Executive is a key executive of the Company. The Executive further acknowledges that as a result of his senior position within the Company, he has acquired and will acquire extensive Confidential Information and knowledge of the Company’s business and the industry in which it operates and will develop relationships with and knowledge of customers, employees, vendors and suppliers of the Company and its subsidiaries and affiliates. Accordingly, the Executive agrees that during the time the Executive is employed by the Company, its subsidiaries or affiliates (the “Employment

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Period”) and for a period of twenty-four months after the Termination Date (the “Severance Period”), the Executive agrees as follows:

(A) The Executive will not directly or indirectly, own, operate, manage, control, participate or have any financial interest in, consult with, advise, engage in services for (whether for himself or for any other person and whether as proprietor, principal, stockholder, partner, agent, director, officer, employee, consultant, independent contractor or in any other capacity), any Competitor of the Company, or in any manner engage in the start-up of a business (including by himself or in association with any person, firm, corporate or other business organization through any other entity) in Competition with the Company, provided that, this shall not prevent the Executive from ownership of 1% or less of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System or ownership of securities in any entity affiliated with the Company. “Competitor” or “in Competition” refers to a person or entity, including metals-related Internet marketplaces, engaged in the metal service center processing and/or distribution business.

(B) Executive will not directly or indirectly contact, call upon, solicit business from, sell or render services to, any customer of the Company with respect to the provision of services identical or similar to any service provided by the Company during the Employment Period or in the process of being provided as of the Termination Date, for which Executive had any responsibility or about which Executive had any Confidential Information during the Employment Period; or

(C) Executive will not directly or indirectly either alone or in cooperation with others, encourage any employees of the Company to seek or accept an employment or business relationship with a person or entity other than the Company, or in any way interfere with the relationship of the Company and any subsidiary or affiliate and any employee thereof, including without limitation, to hire, solicit for hire, or discuss or encourage the employment of, any of the employees of the Company who were employed by the Company during the Employment Period; provided however, this shall not apply to an employee whose employment was terminated by the Company before the Termination Date, if such termination was not caused by any direct or indirect involvement of the Executive or a subsequent employer of Executive.

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(D) Executive will not directly or indirectly either alone or in cooperation with others, encourage any supplier, distributor, franchisee, licensee, or other business relation of the Company, any subsidiary or affiliate of the Company to cease or curtail doing business with the Company, any subsidiary or affiliate of the Company, or in any way interfere with the relationship between any such customer, supplier, distributor, franchisee, licensee or business relation and the Company or subsidiary or affiliate.

(E) The parties agree that money damages would be inadequate for any breaches of paragraphs 4, 5 and this paragraph 6. Therefore, in the event of a breach or threatened breach of paragraphs 4, 5 or 6, the Company, or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief, to enforce, or prevent any violation of, the provisions hereof (without posting a bond or other security).

(F) The Executive agrees that: (i) the covenants set forth in this Section are reasonable in geographical and temporal scope and in all other respects, (ii) the Company would not have entered into this Agreement but for the covenants of the Executive contained herein and (iii) the covenants contained herein have been made in order to induce the Company to enter into this Agreement.

7. No Conflict. The Executive represents that the Executive is not a party to any agreement with any third party containing a non-competition provision or other restriction, which would prohibit or restrict the Executive’s employment with the Company or any part of the services which the Executive provides to the Company or its clients. Moreover, the Executive represents that the Executive is not limited by any court order or other legal obligation from performing any assigned duties for the Company and the Executive has no rights which may conflict with the interests of the Company or with the Executive’s obligations hereunder.

8. Change of Title, Duties. The Executive agrees that if, at any time, the Executive’s title or duties is changed by the Company the Executive will continue to be bound in all particulars to the terms and conditions of this Agreement. This provision does not limit the Executive’s or Company’s rights under Section 1 and Section 3 of this Agreement.

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9. Validity. If any one or more of the provisions contained in the Agreement shall, for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be constructed as if such invalid, illegal, or unenforceable provision had never been contained herein.

If any restriction set forth in this Agreement is determined by a court of competent jurisdiction to be unreasonable or unenforceable with respect to scope, time, geographical, customer or other coverage under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law, so as to provide the maximum legally enforceable protection of the Company’s interests as described in this Agreement, without negating or impairing any other restrictions or agreements set forth herein.

10. Reasonableness of Restrictions/Injunctive Relief.

(A) The Executive acknowledges that his rights to compete and disclose Confidential Information and trade secrets are limited hereby only to the extent necessary to protect the Company and that, in the event the Executive’s employment with the Company terminates for any reason, the Executive will be able to earn a livelihood without violating the foregoing restrictions. The Executive acknowledges that the restrictions cited herein are reasonable and necessary for the protection of the Company’s legitimate business interests.

(B) The Executive acknowledges that the services to be rendered by the Executive are of a special, unique and extraordinary character and, in connection with such services, the Executive will have access to confidential information vital to the Company’s businesses. By reason of this, the Executive consents and agrees that if the Executive violates any of the provisions of this Agreement, the Company would sustain irreparable harm and, therefore, in addition to any other remedies which the Company may have under this Agreement or otherwise, the Company shall be entitled to an injunction from any court of

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competent jurisdiction restraining the Executive from committing or continuing any such violation of this Agreement, including, without limitation, restraining the Executive from disclosing, using for any purpose, selling, transferring or otherwise disposing of, in whole or in part, any trade secrets, Confidential Information, proprietary information, client or customer lists or other information pertaining to the financial condition, business, manner of operation, affairs, plans or prospects of the Company. The Executive acknowledges that damages at law would not be an adequate remedy for violation of this Agreement, and the Executive therefore agrees that the provisions may be specifically enforced against the Executive in any court of competent jurisdiction. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages.

11. Withholding. All compensation payable under this Agreement shall be subject to customary withholding taxes and other employment taxes as required with respect to compensation paid by a corporation to an employee and the amount of compensation payable hereunder shall be reduced appropriately to reflect the amount of any required withholding. The Company shall have no obligation to make any payments to the Executive or to make the Executive whole for the amount of any required taxes.

12. Successors. This Agreement shall be binding on, and inure to the benefit of, the Company and its successors and assigns and any person acquiring, whether by merger, reorganization, consolidation, by purchase of assets or otherwise, all or substantially all of the assets of the Company. The Executive agrees that the Company may assign its rights and obligations under this Agreement.

13. Nonalienation. The interests of the Executive and the Company under this Agreement are not subject to the claims of their creditors, other than the Company, and may not otherwise be voluntarily or involuntarily assigned, alienated or encumbered.

14. Notification. The Executive shall notify all future employers of the existence of Sections 4, 5 and 6 of this Agreement and the terms thereof. The Executive will also provide the Company with information the Company may from time to time request to determine the Executive’s compliance with the terms of this Agreement. The Executive hereby authorizes the Company to contact the Executive’s future employers and other parties with whom the Executive

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has engaged or may engage in any business relationship to determine the Executive’s compliance with this Agreement and to communicate the contents of this Agreement to such employers and parties.

15. Cooperation in Certain Matters. The Executive agrees that, during the Employment Period and after the Termination Date until the expiration of the severance period, the Executive will cooperate with the Company in any current or future or potential legal, business, or other matters in any reasonable manner as the Company may request, including but not limited to meeting with and fully answering the questions of the Company or its representatives or agents, and in any legal matter testifying and preparing to testify at any deposition or trial. The Company agrees to compensate the Executive for any reasonable expenses, including but not limited to attorneys’ fees, incurred as a result of such cooperation.

16. Governing Law. In the event of any dispute arising under this Agreement, it is agreed that the law of the State of Illinois shall govern the interpretation, validity, and effect of this Agreement without regard to the place of performance or execution thereof.

17. Enforcement. The Company and the Executive hereby submit to the jurisdiction and venue of any state or federal court located within Cook County, Illinois for resolution of any and all claims, causes of action or disputes arising out of, related to or concerning this Agreement. The parties further agree that venue for all disputes between them, including those related to this Agreement, shall be with a state or federal court located within Cook County, Illinois. If the Company is required to seek enforcement of any of the provisions of this Agreement, the Company will be entitled to recover from the Executive its reasonable attorneys’ fees plus costs and expenses as to any issues on which it prevails. If the Executive prevails in any action taken by the Company relative to the enforcement provisions of this Agreement, the Executive will be entitled to recover from the Company its reasonable attorney’s fees plus costs and expenses as to any issues on which he prevails.

18. Notices. Notices provided for in this Agreement shall be in writing and shall be deemed to have been duly received when delivered in person or sent by facsimile transmission, on the first business day after it is sent by air express courier service or on the second business day following deposit in the United States registered or certified mail, return receipt requested, postage prepaid and addressed, in the case of the Company to the following address:

Ryerson Inc.

2621 W. 15^th Place

Chicago, IL 60608

Attention: William Korda

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or to the Executive:

James M. Delaney

122 South Bruner

Hinsdale, IL 60521

or such other address as either party may have furnished to the other in writing in accordance herewith, except that a notice of change of address shall be effective only upon actual receipt.

19. Waiver of Breach. The waiver by either the Company or the Executive of a breach of any provision of this Agreement shall not operate as or be deemed a waiver of any subsequent breach by either the Company or the Executive. Continuation of payments hereunder by the Company following a breach by the Executive of any provision of this Agreement shall not preclude the Company from thereafter terminating said payments based upon the same violation.

20. Survival of Agreement. Except as otherwise expressly provided in this Agreement, the rights and obligations of the parties to this Agreement shall survive the termination of the Executive’s employment with the Company.

21. Acknowledgment by Executive. The Executive represents to the Company that he is knowledgeable and sophisticated as to business matters, including the subject matter of this Agreement, that he has read this Agreement and that he understands its terms. The Executive acknowledges that, before assenting to the terms of this Agreement, the Executive has been given a reasonable time to review it, to consult with counsel of choice, and to negotiate at arm’s-length with the Company as to the contents.

22. Other Agreements and Modification. This Agreement may only be amended or cancelled by written mutual Agreement executed by the parties. This Agreement constitutes the sole and complete Agreement between the Company and the Executive and supersedes all other agreements, both oral and written, between the Company and the Executive with respect to the matters contained herein; provided, however, that this Agreement does not supersede any Change in Control Agreement or Severance Plan, except as specifically addressed in this Agreement. No verbal or other statements, inducements, or representations have been made to or relied upon by the Executive. The parties have read and understand this Agreement.

23. Ambiguities. This Agreement has been negotiated at arms-length between persons knowledgeable in the matters dealt with herein. In addition, each party has been represented by experienced and knowledgeable legal counsel. Accordingly, the parties agree that neither the Company nor the Executive is the drafting party and that any rule of law or any other statutes, legal decisions or common law principles of similar effect that require interpretation of any ambiguities in this Agreement against the party that has drafted it is of no application and is hereby expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to give effect to the intentions of the parties hereto.

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IN WITNESS WHEREOF, the Executive has hereunto set his or her hand, and the Company has caused these presents to be executed in its name and on its behalf, as of the date above first written.

	RYERSON INC.
Dated:
	William Korda
	Vice President — Human Resources
Dated:
	James M. Delaney
	President Customer Solutions Team & CCO

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EX-10.22

EXHIBIT 10.22

CONFIDENTIALITY AND NON-COMPETITION AGREEMENT

(conformed)

THIS AGREEMENT, by and between Ryerson Inc. (the “Company”) and Stephen E. Makarewicz (the “Executive”) effective as of June 1, 2000 (the “Effective Date”) and as amended and restated January 1, 2006.

WITNESSETH THAT:

WHEREAS, the Company has appointed Executive to the position of President Ryerson South, and Executive has served as same since October 1994; and

WHEREAS, in connection with such appointment, the Company and Executive desire to enter into this Agreement;

WHEREAS, this Agreement is amended and restated effective January 1, 2006 to conform to the requirements of the Internal Revenue Code Section 409A;

NOW, THEREFORE, in consideration of the Executive’s appointment as President Ryerson South, and for other good and valuable consideration the receipt of which is hereby acknowledged, it is agreed by the Executive and Company as follows:

1. Confidential Information. Except as may be required by the lawful order of a court or agency of competent jurisdiction, or except to the extent that the Executive has express authorization from the Company, the Executive agrees to keep secret and confidential indefinitely all non-public information concerning the Company or any affiliate of the Company which was acquired by or disclosed to the Executive during the course of his employment with the Company or its affiliates, including but not limited to customer lists, price lists, customer services requirements, costs of providing services, supplier information, and other data of or pertaining to the Company or to any affiliate of the Company which are not a matter of public knowledge, and not to disclose the same, either directly or indirectly, to any other person, firm or business entity or to use it in any way.

2. Nonsolicitation. While the Executive is employed by the Company and its affiliates and for a period of two years after the date the Executive terminates employment with the Company and its affiliates for any reason, the Executive covenants and agrees that he will not, whether for himself or for any other person, business, partnership, association, firm, company or corporation, directly or indirectly, call upon, solicit, divert or take away or attempt to solicit, divert or take away, any of the customers or employees of the Company or its affiliates in existence from time to time during his employment with the Company and its affiliates.

3. Noncompetition. While the Executive is employed by the Company and its affiliates, and for a period of two years after the date the Executive terminates employment with the Company and its affiliates, the Executive covenants and agrees that he will not, directly or indirectly, engage in, assist, perform services for, plan for, establish or open, or have any financial interest (other than (i) ownership of 1% or less of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System or (ii) ownership of securities in any entity affiliated with the Company) in any person, firm, corporation, or business entity (whether as an employee, officer, director or consultant) that engages in an activity in any state in which the Company or its affiliates is conducting or has reasonable expectations of commencing business activities at the date of the Executive’s termination of employment, which is the same as, similar to, or competitive with the metals service center, processing and distribution business of the Company and its affiliates.

4. Rights and Payments Upon Termination. The Executive’s right to benefits and payments, if any, for periods after the date on which his employment with the Company terminates for any reason (his “Termination Date”) shall be determined in accordance with this Section 4:

(A) Termination by the Company for Reasons Other Than Cause; Termination by the Executive for Good Reason. If the Executive’s termination by the Company occurs for any reason other than Cause or is a result of the Executive’s termination of employment for Good Reason (and is not on account of the Executive’s death, disability, or voluntary resignation, the mutual agreement of the parties or any other reason), then the period (the “Benefit Period”) commencing on his Termination Date and ending on the earliest of

(i) the twenty-fourth month after the Executives Termination Date; (ii) the date on which the Executive violates the provisions of Sections 1, 2 or 3 of this Agreement; or (iii) the date of the Executive’s death, the Executive shall continue to receive from the Company bi-weekly base salary and Bonus payments (based on his Salary in effect on

his Termination Date and on his Bonus as defined below. Such continued bi-weekly base salary payments shall be made on the regularly scheduled pay dates following the Executive’s Termination Date. Notwithstanding the foregoing provisions of this Paragraph 3(A), if the Executive is a “specified person” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”)) on the Termination Date and payments under this Agreement are not exempt from Code Section 409A under the exception for separation payments on involuntary termination that do not exceed two times the limit under Section 401(a)(17) of the Code, then the first payment of continued Annual Base Salary shall not be made until the first regularly scheduled pay date that is six months after the Termination Date and shall consist of (a) an initial payment equal to the sum of (1) the total bi-weekly payments the Executive would have been entitled to receive during the first six months following the Termination Date if the Executive were not a specified person plus (2) the first bi-weekly payment due in the seventh month following the Termination Date, and (b) subsequent to the initial payment, bi-weekly payments based on his or her Annual Base Salary to the extent not paid with the initial payment. Benefits that will continue will include medical, dental, basic life insurance, any optional life insurance and any optional accidental death and dismemberment insurance. “Bonus” shall mean two payments of the average annual amount of the award paid to the Executive pursuant to the annual incentive plan or successor plan with respect to the three years immediately preceding that in which the Termination Date occurs.

Base salary payments to the Executive during the aforementioned Benefit Period shall not preclude the Executive’s eligibility for payments under the Company’s severance plan.

Twenty-four months of additional age and service credit will be provided to the Executive’s Ryerson Pension and the Ryerson Supplemental Plan using the methodology described in the Executive’s Change in Control Agreement except that any lump sum payment will be made twenty-four months after the Executive’s Termination Date and only if the Executive has not violated the Confidentiality, Nonsolicitation and Noncompetition provisions of this Agreement.

(B) Termination By Company for Cause. If the Executive’s termination is a result of the Company’s termination of the Executive’s employment on account of Cause, then, except as agreed in writing between the Executive and the Company, the Executive shall have no

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right to future payments or benefits under this Agreement (and the Company shall have no obligation to make any such future payments or provide any such future benefits) for periods after the Executive’s Termination Date.

(C) Termination for Death or Disability. If the Executive’s termination is caused by the Executive’s death or permanent disability, then the Executive (or in the event of his death, his estate) shall be entitled to continuing payments of his Salary for the period commencing on his Termination Date and ending on the earlier of (i) the last day of the calendar month in which his Termination Date occurs or (ii) the date on which the Executive violates the provisions of Sections 4, 5 or 6 of this Agreement.

(D) Termination for Voluntary Resignation, Mutual Agreement or Other Reasons. If the Executive’s termination occurs on account of his voluntary resignation, mutual agreement of the parties, or any reason other than those specified in Paragraphs (A) or (B) above then, except as agreed in writing between the Executive and the Company, the Executive shall have no right to future payments or benefits under this Agreement (and the Company shall have no obligation to make any such future payments or provide any such future benefits) for periods after the Executive’s Termination Date. The Executive’s termination of employment for Good Reason shall not be treated as a voluntary resignation for purposes of this Agreement.

(E) Definitions. For purposes of this Agreement:

(i) The term “Cause” shall mean:

(a) the continuous performance of his duties (under this Agreement) in a manner that is inconsistent with past, acceptable performance over a normal business cycle; or in a way that has a demonstrable negative impact on the results of the business unit as determined by the Executive Vice President. The Executive Vice President must provide a notice of unsatisfactory performance and a reasonable corrective action period. The Chairman and CEO must review and approve the action; or

(b) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to the Company or its affiliates, monetarily or otherwise, as determined by the Executive Vice President; or

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(c) conduct by the Executive that involves theft, fraud or dishonesty; or

(d) the Executive’s violation of the provisions of Sections 1, 2 or 3 hereof.

(ii) The term “Good Reason” means (a) the assignment to the Executive duties which are materially inconsistent with his duties as President Ryerson South of the Company, including, without limitation, a material diminution or reduction in his title, office or responsibilities or a reduction in his rate of Salary, or (b) the relocation of the Executive to a location that is not within the greater Norcross, Georgia, metropolitan area.

Notwithstanding any other provision of this Agreement, the Executive shall automatically cease to be an employee of the Company and its affiliates as of his Termination Date and, to the extent permitted by applicable law, any and all monies that the Executive owes to the Company shall be repaid before any post-termination payments are made pursuant to the Executive pursuant to this Agreement.

5. Remedies. The Executive acknowledges that the Company would be irreparably injured by a violation of Sections 1, 2 or 3, and he agrees that the Company, in addition to other remedies available to it for such breach or threatened breach, shall be entitled to a preliminary injunction, temporary restraining order or other equivalent relief, restraining Executive from any actual or threatened breach of any such paragraph. If a bond is required to be posted in order for the Company to secure an injunction or other equitable remedy, the parties agree that the bond need not be more than a nominal sum.

6. Severability and Entire Agreement. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, and this Agreement will be construed as if such invalid or unenforceable provision were omitted (but only to the extent that such provision cannot be appropriately reformed or modified). The Agreement is intended to be the entire agreement between the parties regarding the subject matter hereof and shall supersede any prior agreements to the contrary.

7. Applicable Law. The provisions of this Agreement shall be construed in accordance with the laws of the State of Georgia.

8. Successors. This Agreement shall be binding upon, and operate for the benefit of the Company and its successors and assigns.

5

9. Acknowledgment by Executive. The Executive acknowledges that he has read this Agreement, understands the undertakings and restrictions it contains, and intends to be fully bound by its terms.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

	RYERSON INC.
Dated:
	William Korda
	Vice President Human Resources
Dated:
	Stephen E. Makarewicz
	President Ryerson South

6

EX-18

EXHIBIT 18

PricewaterhouseCoopers LLP

One North Wacker

Chicago, IL 60606

Telephone (312) 298 2000

Facsimile (312) 298 2001

www.pwc.com

March 30, 2006

Board of Directors

Ryerson Inc.

2621 W 15^th Place

Chicago, IL 60608

Dear Directors:

We are providing this letter to you for inclusion as an exhibit to your Form 10-K filing pursuant to Item 601 of Regulation S-K.

We have audited the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 and issued our report thereon dated March 30, 2006. Note 3 to the consolidated financial statements describes a change in accounting principle for certain domestic inventories relating to the method of applying LIFO. It should be understood that the preferability of one acceptable method of accounting over another for this change in the method of applying LIFO has not been addressed in any authoritative accounting literature, and in expressing our concurrence below we have relied on management’s determination that this change in accounting principle is preferable. Based on our reading of management’s stated reasons and justification for this change in accounting principle in the Form 10-K, and our discussions with management as to their judgment about the relevant business planning factors relating to the change, we concur with management that such change represents, in the Company’s circumstances, the adoption of a preferable accounting principle in conformity with Accounting Principles Board Opinion No. 20.

Very truly yours,

PricewaterhouseCoopers LLP

Chicago, Illinois

EX-21

EXHIBIT 21

SUBSIDIARIES OF RYERSON INC.

The subsidiaries of Ryerson Inc. (other than certain subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a significant subsidiary), three (3) of which are incorporated in the State of Delaware, as noted below, and each of which is wholly owned by Ryerson Inc., are as follows as of December 31, 2005:

Joseph T. Ryerson & Son, Inc.

(a Delaware corporation)

Integris Metals, Inc.

(a New York corporation)

J. M. Tull Metals Company, Inc.

(a Georgia corporation)

Ryerson Americas, Inc. f/k/a Ryerson Tull International, Inc.

(a Delaware corporation)

Ryerson Procurement Corporation f/k/a Ryerson Tull Procurement Corporation

(a Delaware corporation)

EX-23

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 33-59161, No. 33-62897, No. 333-59009, No. 333-121638 and No. 333-122316), Registration Statement on Form S-4 (No. 333-122317) and in the Registration Statements on Form S-8 (No. 33-59783, No. No. 33-13292, No. 33-32504, No. 333-06977, No. 333-06989, No. 333-78429, No. 333-62382 and No. 333-88476) of Ryerson Inc.(formerly Ryerson Tull, Inc.) of our report dated March 30, 2006 relating to the consolidated financial statements, financial statement schedule, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

PricewaterhouseCoopers LLP

Chicago, Illinois

March 30, 2006

EX-24

EXHIBIT 24

RYERSON INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director and(or) officer of Ryerson Inc., a Delaware corporation, do hereby nominate, constitute and appoint Jay M. Gratz, Neil S. Novich, Terence R. Rogers and Joyce E. Mims, or any one or more of them, my true and lawful attorneys and agents to do any and all acts and things and execute any and all instruments which said attorneys and agents, or any of them, may deem necessary or advisable to enable said Ryerson Inc. to comply with the Securities Exchange Act of 1934, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the preparation and filing of the Annual Report on Form 10-K of said Ryerson Inc. for the fiscal year ended December 31, 2005, including specifically, but without limitation thereof, full power and authority to sign my name as a director and(or) officer of said Ryerson Inc. to said Annual Report on Form 10-K and any amendment thereto, hereby ratifying and confirming all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 21^st day of February, 2006.

/s/ Jameson A. Baxter

Jameson A. Baxter

RYERSON INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director and(or) officer of Ryerson Inc., a Delaware corporation, do hereby nominate, constitute and appoint Jay M. Gratz, Neil S. Novich, Terence R. Rogers and Joyce E. Mims, or any one or more of them, my true and lawful attorneys and agents to do any and all acts and things and execute any and all instruments which said attorneys and agents, or any of them, may deem necessary or advisable to enable said Ryerson Inc. to comply with the Securities Exchange Act of 1934, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the preparation and filing of the Annual Report on Form 10-K of said Ryerson Inc. for the fiscal year ended December 31, 2005, including specifically, but without limitation thereof, full power and authority to sign my name as a director and(or) officer of said Ryerson Inc. to said Annual Report on Form 10-K and any amendment thereto, hereby ratifying and confirming all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 22^nd day of February, 2006.

/s/ Richard G. Cline

Richard G. Cline

RYERSON INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director and(or) officer of Ryerson Inc., a Delaware corporation, do hereby nominate, constitute and appoint Jay M. Gratz, Neil S. Novich, Terence R. Rogers and Joyce E. Mims, or any one or more of them, my true and lawful attorneys and agents to do any and all acts and things and execute any and all instruments which said attorneys and agents, or any of them, may deem necessary or advisable to enable said Ryerson Inc. to comply with the Securities Exchange Act of 1934, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the preparation and filing of the Annual Report on Form 10-K of said Ryerson Inc. for the fiscal year ended December 31, 2005, including specifically, but without limitation thereof, full power and authority to sign my name as a director and(or) officer of said Ryerson Inc. to said Annual Report on Form 10-K and any amendment thereto, hereby ratifying and confirming all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 19^th day of February, 2006.

/s/ Russell M. Flaum

Russell M. Flaum

RYERSON INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director and(or) officer of Ryerson Inc., a Delaware corporation, do hereby nominate, constitute and appoint Jay M. Gratz, Neil S. Novich, Terence R. Rogers and Joyce E. Mims, or any one or more of them, my true and lawful attorneys and agents to do any and all acts and things and execute any and all instruments which said attorneys and agents, or any of them, may deem necessary or advisable to enable said Ryerson Inc. to comply with the Securities Exchange Act of 1934, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the preparation and filing of the Annual Report on Form 10-K of said Ryerson Inc. for the fiscal year ended December 31, 2005, including specifically, but without limitation thereof, full power and authority to sign my name as a director and(or) officer of said Ryerson Inc. to said Annual Report on Form 10-K and any amendment thereto, hereby ratifying and confirming all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 21^st day of February, 2006.

/s/ James A. Henderson

James A. Henderson

RYERSON INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director and(or) officer of Ryerson Inc., a Delaware corporation, do hereby nominate, constitute and appoint Jay M. Gratz, Neil S. Novich, Terence R. Rogers and Joyce E. Mims, or any one or more of them, my true and lawful attorneys and agents to do any and all acts and things and execute any and all instruments which said attorneys and agents, or any of them, may deem necessary or advisable to enable said Ryerson Inc. to comply with the Securities Exchange Act of 1934, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the preparation and filing of the Annual Report on Form 10-K of said Ryerson Inc. for the fiscal year ended December 31, 2005, including specifically, but without limitation thereof, full power and authority to sign my name as a director and(or) officer of said Ryerson Inc. to said Annual Report on Form 10-K and any amendment thereto, hereby ratifying and confirming all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 22^nd day of February, 2006.

/s/ Gregory P. Josefowicz

Gregory P. Josefowicz

RYERSON INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director and(or) officer of Ryerson Inc., a Delaware corporation, do hereby nominate, constitute and appoint Jay M. Gratz, Neil S. Novich, Terence R. Rogers and Joyce E. Mims, or any one or more of them, my true and lawful attorneys and agents to do any and all acts and things and execute any and all instruments which said attorneys and agents, or any of them, may deem necessary or advisable to enable said Ryerson Inc. to comply with the Securities Exchange Act of 1934, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the preparation and filing of the Annual Report on Form 10-K of said Ryerson Inc. for the fiscal year ended December 31, 2005, including specifically, but without limitation thereof, full power and authority to sign my name as a director and(or) officer of said Ryerson Inc. to said Annual Report on Form 10-K and any amendment thereto, hereby ratifying and confirming all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 22^nd day of February, 2006.

/s/ Dennis J. Keller

Dennis J. Keller

RYERSON INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director and(or) officer of Ryerson Inc., a Delaware corporation, do hereby nominate, constitute and appoint Jay M. Gratz, Neil S. Novich, Terence R. Rogers and Joyce E. Mims, or any one or more of them, my true and lawful attorneys and agents to do any and all acts and things and execute any and all instruments which said attorneys and agents, or any of them, may deem necessary or advisable to enable said Ryerson Inc. to comply with the Securities Exchange Act of 1934, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the preparation and filing of the Annual Report on Form 10-K of said Ryerson Inc. for the fiscal year ended December 31, 2005, including specifically, but without limitation thereof, full power and authority to sign my name as a director and(or) officer of said Ryerson Inc. to said Annual Report on Form 10-K and any amendment thereto, hereby ratifying and confirming all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 16^th day of February, 2006.

/s/ Martha Miller de Lombera

Martha Miller de Lombera

RYERSON INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director and(or) officer of Ryerson Inc., a Delaware corporation, do hereby nominate, constitute and appoint Jay M. Gratz, Terence R. Rogers and Joyce E. Mims, or any one or more of them, my true and lawful attorneys and agents to do any and all acts and things and execute any and all instruments which said attorneys and agents, or any of them, may deem necessary or advisable to enable said Ryerson Inc. to comply with the Securities Exchange Act of 1934, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the preparation and filing of the Annual Report on Form 10-K of said Ryerson Inc. for the fiscal year ended December 31, 2005, including specifically, but without limitation thereof, full power and authority to sign my name as a director and(or) officer of said Ryerson Inc. to said Annual Report on Form 10-K and any amendment thereto, hereby ratifying and confirming all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 22^nd day of February, 2006.

/s/ Neil S. Novich

Neil S. Novich

RYERSON INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director and(or) officer of Ryerson Inc., a Delaware corporation, do hereby nominate, constitute and appoint Jay M. Gratz, Neil S. Novich, Terence R. Rogers and Joyce E. Mims, or any one or more of them, my true and lawful attorneys and agents to do any and all acts and things and execute any and all instruments which said attorneys and agents, or any of them, may deem necessary or advisable to enable said Ryerson Inc. to comply with the Securities Exchange Act of 1934, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the preparation and filing of the Annual Report on Form 10-K of said Ryerson Inc. for the fiscal year ended December 31, 2005, including specifically, but without limitation thereof, full power and authority to sign my name as a director and(or) officer of said Ryerson Inc. to said Annual Report on Form 10-K and any amendment thereto, hereby ratifying and confirming all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 16^th day of February, 2006.

/s/ Jerry K. Pearlman

Jerry K. Pearlman

RYERSON INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director and(or) officer of Ryerson Inc., a Delaware corporation, do hereby nominate, constitute and appoint Jay M. Gratz, Neil S. Novich, Terence R. Rogers and Joyce E. Mims, or any one or more of them, my true and lawful attorneys and agents to do any and all acts and things and execute any and all instruments which said attorneys and agents, or any of them, may deem necessary or advisable to enable said Ryerson Inc. to comply with the Securities Exchange Act of 1934, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the preparation and filing of the Annual Report on Form 10-K of said Ryerson Inc. for the fiscal year ended December 31, 2005, including specifically, but without limitation thereof, full power and authority to sign my name as a director and(or) officer of said Ryerson Inc. to said Annual Report on Form 10-K and any amendment thereto, hereby ratifying and confirming all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 12^th day of February, 2006.

/s/ Anré D. Williams

Anré D. Williams

EX-31.1

EXHIBIT 31.1

CERTIFICATE OF THE

PRINCIPAL EXECUTIVE OFFICER

I, Neil S. Novich, as Chairman, President & Chief Executive Officer, certify that:

1. I have reviewed this annual report on Form 10-K of Ryerson Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s last fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors:

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	March 30, 2006
Signature:	/s/    Neil S. Novich
	Neil S. Novich Chairman, President & Chief Executive Officer (Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATE OF THE

PRINCIPAL FINANCIAL OFFICER

I, Jay M. Gratz, as Executive Vice President and Chief Financial Officer, certify that:

1. I have reviewed this annual report on Form 10-K of Ryerson Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s last fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors:

a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	March 30, 2006
Signature:	/s/     Jay M. Gratz
	Jay M. Gratz Executive Vice President and Chief Financial Officer (Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

Written Statement of the Chief Executive Officer

I, Neil S. Novich, as Chairman, President and Chief Executive Officer of Ryerson Inc. (the “Company”), state and certify that this Form 10-K Annual Report for the period ended December 31, 2005, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in this Form 10-K Annual Report for the period ended December 31, 2005, fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Neil S. Novich

Neil S. Novich

Chairman, President & Chief Executive Officer

(Principal Executive Officer)

March 30, 2006

EX-32.2

EXHIBIT 32.2

Written Statement of the Chief Financial Officer

I, Jay M. Gratz, as Executive Vice President and Chief Financial Officer of Ryerson Inc. (the “Company”), state and certify that this Form 10-K Annual Report for the period ended December 31, 2005, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in this Form 10-K Annual Report for the period ended December 31, 2005, fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Jay M. Gratz

Jay M. Gratz

Executive Vice President & Chief Financial Officer

(Principal Financial Officer)

March 30, 2006