10-Q

Second Quarter – 2007

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the period ended June 30, 2007

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 number 1-9117

I.R.S. Employer Identification Number 36-3425828

RYERSON INC.

(a Delaware Corporation)

2621 West 15^th Place

Chicago, Illinois 60608

Telephone: (773) 762-2121

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 whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 26,536,285 shares of the Company’s Common Stock ($1.00 par value per share) were outstanding as of July 31, 2007.

RYERSON INC. AND SUBSIDIARY COMPANIES

INDEX

		PAGE NO.
Part I. Financial Information:
Item 1. Financial Statements (Unaudited):
	Condensed Consolidated Statements of Operations – Three and Six Months Ended June 30, 2007 and 2006	1
	Condensed Consolidated Statements of Cash Flows – Six Months Ended June 30, 2007 and 2006	2
	Condensed Consolidated Balance Sheets – June 30, 2007 and December 31, 2006	3
	Notes to Condensed Consolidated Financial Statements	4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
Item 3. Quantitative and Qualitative Disclosures About Market Risk		30
Item 4. Controls and Procedures		31
Part II. Other Information:
Item 1. Legal Proceedings		31
Item 6. Exhibits		31
Signature		32

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

RYERSON INC. AND SUBSIDIARY COMPANIES

Condensed Consolidated Statements of Operations (Unaudited)

(In millions, except per share data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2007			2006			2007			2006
NET SALES	$	1,617.8		$	1,508.6		$	3,281.0		$	2,956.4
Cost of materials sold		1,379.4			1,275.7			2,786.8			2,500.9
GROSS PROFIT		238.4			232.9			494.2			455.5
Warehousing, delivery, selling, general and administrative		169.2			179.7			353.7			355.9
Restructuring and plant closure costs		1.7			0.4			3.4			0.7
Gain on the sale of assets		(2.2	)		(0.6	)		(2.2	)		(21.6	)
OPERATING PROFIT		69.7			53.4			139.3			120.5
Other income and (expense), net		(0.9	)		(0.1	)		(0.8	)		0.1
Interest and other expense on debt		(15.2	)		(15.8	)		(39.7	)		(30.8	)
INCOME BEFORE INCOME TAXES		53.6			37.5			98.8			89.8
PROVISION FOR INCOME TAXES		15.5			15.3			32.6			35.2
NET INCOME		38.1			22.2			66.2			54.6
DIVIDENDS ON PREFERRED STOCK		—			—			0.1			0.1
NET INCOME APPLICABLE TO COMMON STOCK	$	38.1		$	22.2		$	66.1		$	54.5
EARNINGS PER SHARE OF COMMON STOCK
Basic	$	1.44		$	0.85		$	2.50		$	2.10
Diluted	$	1.20		$	0.76		$	2.13		$	1.88
DIVIDENDS DECLARED PER COMMON SHARE	$	0.05		$	0.05		$	0.10		$	0.10

See notes to condensed consolidated financial statements

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RYERSON INC. AND SUBSIDIARY COMPANIES

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In millions)

	Six Months Ended June 30,
	2007			2006
OPERATING ACTIVITIES:
Net income	$	66.2		$	54.6
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		19.7			19.7
Stock-based compensation		14.4			5.0
Deferred income taxes		10.3			12.3
Deferred employee benefit cost		(8.4	)		8.5
Excess tax benefit from stock-based compensation		(1.3	)		(4.4	)
Restructuring and plant closure costs		0.5			—
Gain on the sale of property, plant and equipment and other assets		(2.2	)		(21.6	)
Change in operating assets and liabilities:
Receivables		(154.9	)		(168.6	)
Inventories		347.5			(117.6	)
Other assets		3.8			(2.5	)
Accounts payable		47.5			98.2
Accrued liabilities		(7.9	)		(15.3	)
Accrued taxes payable		(17.0	)		1.9
Other items		1.7			2.1
Net adjustments		253.7			(182.3	)
Net cash provided by (used in) operating activities		319.9			(127.7	)
INVESTING ACTIVITIES:
Capital expenditures		(28.7	)		(15.8	)
Proceeds from sales of assets		—			54.3
Proceeds from sales of property, plant and equipment		12.5			3.2
Net cash provided by (used in) investing activities		(16.2	)		41.7
FINANCING ACTIVITIES:
Proceeds from credit and securitization facility borrowings		1,035.0			785.0
Repayment of credit and securitization facility borrowings		(860.0	)		(540.8	)
Net short-term repayments under credit facility		(506.5	)		(180.9	)
Credit and securitization facility issuance costs		(1.8	)		(1.0	)
Net increase in book overdrafts		8.1			11.1
Dividends paid		(2.7	)		(2.7	)
Proceeds from exercise of common stock options		3.0			9.0
Excess tax benefit from stock-based compensation		1.3			4.4
Net cash provided by (used in) financing activities		(323.6	)		84.1
Net decrease in cash and cash equivalents		(19.9	)		(1.9	)
Effect of exchange rate changes on cash		—			—
Net change in cash and cash equivalents		(19.9	)		(1.9	)
Cash and cash equivalents—beginning of period		55.1			27.4
Cash and cash equivalents—end of period	$	35.2		$	25.5
SUPPLEMENTAL DISCLOSURES
Cash paid during the period for:
Interest	$	36.1		$	25.7
Income taxes, net		42.7			18.9

See notes to condensed consolidated financial statements

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RYERSON INC. AND SUBSIDIARY COMPANIES

Condensed Consolidated Balance Sheets (Unaudited)

(In millions)

	June 30, 2007			December 31, 2006
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	35.2		$	55.1
Receivables less provision for allowances, claims and doubtful accounts of $17.2 and $15.4, respectively		806.2			643.3
Inventories		790.8			1,128.6
Prepaid expenses and other current assets		12.4			12.8
Deferred income taxes		20.6			33.8
Total current assets		1,665.2			1,873.6
INVESTMENTS AND ADVANCES		59.1			57.0
PROPERTY, PLANT AND EQUIPMENT, at cost		786.6			772.9
Less: Accumulated Depreciation		380.3			371.8
Property, plant and equipment, net		406.3			401.1
DEFERRED INCOME TAXES		116.9			119.8
GOODWILL		59.7			59.7
OTHER ASSETS		18.7			26.1
Total Assets	$	2,325.9		$	2,537.3
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	314.3		$	255.5
Salaries, wages and commissions		59.4			51.7
Other accrued liabilities		31.7			49.9
Short-term credit and securitization facility borrowings		55.0			81.8
Current portion of long term debt		175.0			—
Current portion of deferred employee benefits		14.6			14.6
Total current liabilities		650.0			453.5
LONG-TERM DEBT		646.1			1,124.7
DEFERRED EMPLOYEE BENEFITS		276.3			297.1
TAXES AND OTHER CREDITS		10.7			13.3
Total liabilities		1,583.1			1,888.6
COMMITMENTS & CONTINGENCIES
STOCKHOLDERS’ EQUITY
PREFERRED STOCK, $1.00 par value; 15,000,000 shares authorized; issued—74,451 shares at June 30, 2007 and 79,451 at December 31, 2006 for all series; aggregate liquidation value of $3.3 in 2007 and $3.5 in 2006		0.1			0.1
COMMON STOCK, $1.00 par value; authorized—100,000,000 shares; issued—50,556,350 shares at June 30, 2007 and December 31, 2006		50.6			50.6
CAPITAL IN EXCESS OF PAR VALUE		830.1			831.7
RETAINED EARNINGS		596.7			534.8
TREASURY STOCK at cost—Common stock of 23,888,933 shares at June 30, 2007 and 24,093,615 shares at December 31, 2006		(694.8	)		(701.1	)
ACCUMULATED OTHER COMPREHENSIVE LOSS		(39.9	)		(67.4	)
Total stockholders’ equity		742.8			648.7
Total Liabilities and Stockholders’ Equity	$	2,325.9		$	2,537.3

See notes to condensed consolidated financial statements

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RYERSON INC. AND SUBSIDIARY COMPANIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 1/FINANCIAL STATEMENTS

Ryerson Inc. (“Ryerson”), a Delaware corporation, formerly Ryerson Tull, Inc., conducts materials distribution operations in the United States through its wholly owned direct and indirect subsidiaries Joseph T. Ryerson & Son, Inc. (“JT Ryerson”) and Lancaster Steel Service Company, Inc., and in Canada through its indirect wholly owned subsidiary Ryerson Canada, Inc., a Canadian corporation (“Ryerson Canada”). Unless the context indicates otherwise, Ryerson, JT Ryerson, and Ryerson Canada, together with their subsidiaries, are collectively referred to herein as “we,” “us,” “our,” or the “Company”.

Effective January 1, 2007, Ryerson’s operating subsidiaries Integris Metals Ltd., a Canadian federal corporation and Ryerson Canada, Inc., an Ontario corporation, were amalgamated as Ryerson Canada, Inc. Ryerson’s operating subsidiary Lancaster Steel Service Company, Inc., a New York corporation, was merged into JT Ryerson effective July 1, 2007.

In addition to our United States and Canadian operations, we conduct materials distribution operations in Mexico through Coryer, S.A. de C.V., a joint venture with G. Collado S.A. de C.V.; in India through Tata Ryerson Limited, a joint venture with the Tata Iron & Steel Corporation, an integrated steel manufacturer in India; and in China through VSC-Ryerson China Limited, a joint venture with Van Shung Chong Holdings Limited, a Hong Kong Stock Exchange listed company.

The following table shows our percentage of sales by major product lines for the three and six months ended June 30, 2007 and 2006, respectively:

	Three Months Ended June 30,				Six Months Ended June 30,
Product Line	2007		2006		2007		2006
Stainless and aluminum	56	%	53	%	56	%	52	%
Carbon flat rolled	23		26		22		25
Bars, tubing and structurals	9		8		9		9
Fabrication and carbon plate	9		9		9		9
Other	3		4		4		5
Total	100	%	100	%	100	%	100	%

Results of operations for any interim period are not necessarily indicative of results of any other periods or for the year. The financial statements as of June 30, 2007 and for the three-month and six-month periods ended June 30, 2007 and June 30, 2006 are unaudited, but in the opinion of management include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of results for such periods. The year-end condensed consolidated balance sheet data contained in this report was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. These financial statements should be read in conjunction with the financial statements and related notes contained in the Annual Report on Form 10-K for the year ended December 31, 2006.

NOTE 2/INVENTORIES

The Company uses the last-in; first-out (LIFO) method of valuing inventory. An actual computation of inventory under the LIFO method can be made only at the end of each year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations are based on management’s estimates of expected year-end inventory levels and costs and are subject to the final year-end LIFO inventory valuation.

Inventories, at stated LIFO value, were classified as follows:

	June 30, 2007		December 31, 2006
	(In millions)
In process and finished products	$	790.8	$	1,128.6

The difference between replacement cost of inventory as compared to the stated LIFO value was $561 million and $504 million at June 30, 2007 and December 31, 2006, respectively. Approximately 81% and 88% of inventories are accounted for under the LIFO method at June 30, 2007 and December 31, 2006, respectively. Non-LIFO inventories consist primarily of inventory at our foreign facilities accounted for by using the weighted-average cost method.

4

During the six months ending June 30, 2007, 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 2007 purchases, the effect of which decreased cost of goods sold by approximately $50 million and increased net income by approximately $30 million. During the three months ending June 30, 2007, the inventory liquidation decreased cost of goods sold by approximately $32 million and increased net income by approximately $19 million.

NOTE 3/LONG-TERM DEBT

Long-term debt consisted of the following at June 30, 2007 and December 31, 2006:

	June 30, 2007		December 31, 2006
	(In millions)
Credit Facility	$	201.1	$	881.5
Securitization Facility		350.0		—
3.50% Convertible Senior Notes due 2024		175.0		175.0
8 1/4 % Senior Notes due 2011		150.0		150.0
Total debt		876.1		1,206.5
Less:
Short-term credit facility borrowings		27.0		81.8
Short-term securitization facility borrowings		28.0		—
3.50% Convertible Senior Notes due 2024		175.0		—
Total long-term debt	$	646.1	$	1,124.7

Credit Facility

On January 26, 2007, the Company entered into an amendment and restatement to its existing $1.1 billion Credit Facility that would have expired on January 4, 2011. This transaction resulted in a 5-year, $750 million revolving credit facility (the “Amended Credit Facility”). Also on January 26, 2007, Ryerson Funding LLC, a special purpose subsidiary of Joseph T. Ryerson & Son, Inc. entered into a 5-year, $450 million revolving securitization facility (the “Securitization Facility”).

At June 30, 2007, the Company had $201 million outstanding borrowings under its revolving credit agreement, $29 million of letters of credit issued under the credit facility and $520 million available under the $750 million revolving credit agreement, compared to $188 million available under the $1.1 billion revolving credit agreement on December 31, 2006. The weighted average interest rate on the borrowings under the revolving credit agreement was 6.6 percent and 6.9 percent at June 30, 2007 and December 31, 2006, respectively.

Amounts outstanding under the Amended Credit Facility bear interest, at our 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 subsidiary that is a borrower, 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) and 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 0.25% and 0.75% and the spread over the LIBOR and for the 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 thereto.

In addition to paying interest on outstanding principal, the Company (and certain of our subsidiaries that also are permitted to borrow under the facility) are 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 (i.e., the difference between the commitment amount and the daily average balance of loans plus letter of credit liabilities).

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

5

In addition to funded borrowings under the Amended Credit Facility, the Credit Facility Agreement also provides collateral for certain letters of credit that we may obtain thereunder and for certain derivative obligations that are identified by us from time to time.

The Amended Credit Facility permits stock repurchases, the payment of dividends and the prepayment/repurchase of our debt, the 3.50% Convertible Senior Notes due 2024 (the “2024 Notes”) and the 8 ¹/4% Senior Notes due 2011 (the “2011 Notes” and collectively, with the 2024 Notes, the “Bonds”). Stock repurchases, dividends and (with respect to the Bonds, if not made from the proceeds of new debt or equity) prepayment/repurchase of 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 would be prohibited from prepaying/repurchasing any of the Bonds until the applicable maturity date (except from the proceeds of new debt or equity) and would be 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 $15 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 Amended Credit Facility also contains covenants that, among other things, restrict the Company and its subsidiaries with respect to the incurrence of debt, the creation of liens, transactions with affiliates, mergers and consolidations, sales of assets and acquisitions. The Amended Credit Facility also requires that, if availability under the Amended 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 includes defaults 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 Amended 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 Amended Credit Facility will become immediately due and payable.

Proceeds from Amended Credit Facility borrowings and repayments of Amended 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 Amended Credit Facility represent borrowings under the Amended Credit Facility with original maturities less than three months.

Securitization Facility

On January 26, 2007, Ryerson Funding LLC (the “SPV”), a wholly owned special purpose subsidiary of Joseph T. Ryerson & Son, Inc. (the “Originator’) entered into a 5-year, $450 million revolving securitization facility (the “Securitization Facility”). In connection with the Securitization Facility, the Originator will sell and/or contribute accounts receivables to the SPV. The SPV will thereafter make borrowings from the lenders secured by the receivables. The SPV’s purchase of receivables from the Originator is financed through the simultaneous borrowings from lenders secured by the purchased receivables, together with cash contributed to it by the Originator and advances made by the Originator under an inter-company note.

At June 30, 2007, the Company had outstanding borrowings of $350 million under the facility and $98 million available under the $450 million revolving securitization facility. The weighted average interest rate on the borrowings under the revolving securitization facility was 6.0 percent at June 30, 2007.

Amounts outstanding under the Securitization Facility bear interest, at our option, at a rate determined by reference to the base rate (the greater of the Federal Funds Rate plus 0.50% and the rate on corporate loans at large U.S. money center commercial banks), or a LIBOR rate, or a commercial paper rate based upon the sale of pooled commercial paper. The spread over the base rate is 2.0% and the spread over the LIBOR and for commercial paper is between 0.55% and 0.90%, 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 thereto.

In addition to paying interest on outstanding principal, the Company (and certain of our subsidiaries that also are permitted to borrow under the facility) are required to pay a commitment fee of up to 0.35% of the daily average unused portion of the committed loans under the Securitization Facility (i.e., the difference between the commitment amount and the daily average balance of loans).

Borrowings under the Securitization Facility are secured by first-priority liens on all of the accounts receivables sold or contributed to the SPV by the Originator and related assets of the SPV. Availability of funding under the facility depends primarily upon the outstanding trade accounts receivable balance from time to time. Aggregate availability is determined by using a formula that reduces the gross receivables by factors that take into account historical default and dilution rates, average days of sales outstanding and costs of the facility.

6

The Securitization Facility contains covenants that, among other things, restrict the SPV with respect to the incurrence of debt, the creation of liens, transactions with affiliates, mergers and consolidations, sales of assets and acquisitions. The Securitization Facility includes defaults upon (among other things) the occurrence of a change of control of the SPV and a cross-default to other financing arrangements. The Company is currently in compliance with these covenants.

If the SPV or Originator becomes insolvent or commences bankruptcy proceedings, all amounts borrowed under the Securitization Facility will become immediately due and payable.

The facility is accounted for as a secured borrowing, resulting in the funding and related Receivables being shown as liabilities and assets, respectively, on the Company’s consolidated balance sheet and the costs associated with the facility being recorded as interest expense.

$175 Million 3.50% Convertible Senior Notes due 2024

At June 30, 2007, $175 million of the 2024 Notes remain outstanding. The 2024 Notes pay interest semi-annually and are fully and unconditionally guaranteed by Ryerson Procurement Corporation, one of our wholly-owned subsidiaries, on a senior unsecured basis and are convertible into common stock of Ryerson 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 Ryerson 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., Ryerson Procurement Corporation and The Bank of New York Trust Company, N.A., as Trustee, for the 2024 Notes (the “2024 Notes Indenture”)) that occurs at any time prior to maturity of the 2024 Notes.

The 2024 Notes are convertible into shares of common stock of Ryerson 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 Ryerson’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 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 common stock of Ryerson; (4) if we call the 2024 Notes for redemption; or (5) upon the occurrence of certain corporate transactions.

As of June 30, 2007, the condition discussed in (1) above, had occurred as the last reported sale price of Ryerson’s common stock was greater than 125% of the conversion price for more than 20 of the trading days in the period of the 30 consecutive trading days ending on the last trading day of the quarter ending June 30, 2007, and as a result, the holders of the 2024 Notes have the right to convert their notes during the third quarter of 2007. None of the other triggering events have occurred. The Company does not anticipate that holders will exercise their right to convert the 2024 Notes, as the market price of the 2024 Notes is currently above the estimated conversion value. But in the event some or all of the 2024 Notes are converted, the Company believes that cash flows from operations and its Credit and Securitization Facilities described above will provide sufficient funds to repay the cash portion of the conversion. In the event all of the 2024 Notes were converted as of June 30, 2007, the Company would have issued approximately 3.5 million shares of common stock.

The 2024 Notes are convertible into the common stock of Ryerson 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 Ryerson (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 the 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

7

involving the common stock. Upon conversion, Ryerson will deliver cash equal to the lesser of the aggregate principal amount of the 2024 Notes being converted and Ryerson’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 June 30, 2007, $150 million of 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 June 30, 2007, the 2011 Notes did not have an investment grade rating.

Under the terms of the indentures governing the 2011 Notes, a change in control of the Company gives each note holder the right to require the Company to repurchase all or any part of such holder’s notes at a purchase price in cash equal to accrued and unpaid interest plus 101% of the principal amount of the 2011 Notes.

NOTE 4/STOCK-BASED COMPENSATION

Effective January 1, 2006, the Company adopted Financial Accounting Standards Board’s (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 123R, “Share-Based Payment” (“SFAS 123R”) using the modified prospective method, in which compensation cost was recognized beginning with the effective date for (a) all share-based payments granted after the effective date and (b) all awards granted to employees prior to the effective date of SFAS 123R that remain unvested on the effective date.

As permitted under SFAS No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”), the Company elected to follow Accounting Principles Board Opinion No. 25, “ Accounting for Stock Issued to Employees” (“APB 25”), and related interpretations in accounting for stock-based awards to employees through December 31, 2005. Accordingly, compensation cost for stock options and nonvested stock grants was measured as the excess, if any, of the market price of the Company’s common stock at the date of grant over the exercise price. The majority of stock-based compensation expense prior to the adoption of SFAS 123R related to performance awards and nonvested stock grants. The following table illustrates stock-based compensation recognized in the statement of operations by category of award:

	Three Months Ended June 30,					Six Months Ended June 30,
	2007			2006		2007		2006
	(In millions)
Stock-based compensation related to:
Performance awards	$	2.1		$	1.7	$	10.7	$	3.3
Grants of nonvested stock		0.4			1.2		1.7		1.5
Stock options granted to employees and directors		—			—		—		0.1
Supplemental savings plan		(0.1	)		—		1.3		—
Stock appreciation rights		(0.1	)		—		0.7		0.1
Stock-based compensation recognized in the statement of operations	$	2.3		$	2.9	$	14.4	$	5.0

The total tax benefit realized for the tax deduction for stock-based compensation was $1.3 million and $4.4 million for the six months ended June 30, 2007 and 2006, respectively.

With the adoption of SFAS 123R, the Company has elected to amortize stock-based compensation for awards granted on or after the adoption of SFAS 123R on January 1, 2006 on a straight-line basis over the requisite service (vesting) period for the entire award. For awards granted prior to January 1, 2006, compensation costs are amortized in a manner consistent with Financial Accounting Standards Board Interpretation (“FIN”) No. 28, “Accounting for Stock Appreciation Rights and Other Variable Stock Option or Award Plans.”

8

Company Plans

The 2002 Incentive Stock Plan (“2002 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 (“1999 Plan” and “1995 Plan”, respectively), to officers and other key employees. As of June 30, 2007, a total of 470,949 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 grant date. 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 2002 Plan also provides, as did the 1999 and 1995 Plans, for the granting of restricted stock, stock appreciation rights (“SARs”) and performance awards to officers and other key employees. Restricted stock grants are valued at the market price per share at the date of grant and generally vest over a three to five-year period. Performance awards, which are nonvested stock units, are granted to key employees based upon the market price per share at the date of grant and are settled in the form of common stock and/or cash at the end of a four-year period, subject to the achievement of certain performance goals.

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, except that payment for the quarter is due in full upon the occurrence of a change in control during the 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 (or, for any shares otherwise vesting at the end of a calendar quarter, upon the consummation of a change in control during the 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, unless the Nominating and Governance Committee approves vesting of any unvested shares.

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 director annual base fee in stock options awarded to each non-employee director. Under the Directors’ Compensation Plan, the per share option exercise price was not less than 100 percent of the fair market value per share on the grant date. Generally, options became exercisable over a one-year period, with one-half becoming fully exercisable six months after the date of grant. Options expire ten years from the date of grant. As of June 30, 2007, a total of 43,058 shares were available for future grants.

Supplemental Savings Plan

The Company’s nonqualified unfunded supplemental savings plan allows highly compensated employees who make the maximum annual 401(k) contributions allowed by the Internal Revenue Code to the savings plan to make additional contributions of their base salary exceeding the IRS-allowed limits to the nonqualified supplemental savings plan and to receive the same level of benefits (including a credit for Company matching contributions) they would have received if those IRS limits did not exist. The nonqualified supplemental savings plan allows deferred amounts to be credited with interest at the rate paid by the qualified savings plan’s most restrictive fund, the Managed Income Portfolio Fund II (or successor fund), or to be accounted for as phantom stock units, adjusted to reflect gains, losses and dividend equivalents on an equivalent number of Company common stock. Phantom stock units are not actual stock but are obligations of the Company to make subsequent payments to participants in an amount determined by the fair market value of the Company’s stock at the time of payment. The phantom stock units are classified as liability awards. As of June 30, 2007, there were 88,362 outstanding phantom stock units with a fair value of $3.3 million.

9

Summary of Assumptions and Activity

Performance awards are classified as liabilities and remeasured at each reporting date until the date of settlement. During January 2007, the Company granted 654,000 performance awards. A summary of the performance awards as of June 30, 2007, and changes during the six months ended June 30, 2007, is presented below:

Performance Awards	Share Units		Weighted Average Grant Date Fair Value Per Share
Nonvested at December 31, 2006	1,783,238		$	20.62
Nonvested shares granted	654,000			31.15
Forfeited	(51,022	)		25.34
Nonvested at June 30, 2007	2,386,216		$	23.41

As of June 30, 2007, there was $28.1 million of total unrecognized compensation cost related to nonvested performance awards; that cost is expected to be recognized over a weighted average period of 2.3 years.

The fair value of each share of the Company’s nonvested restricted stock was measured on the grant date. A summary of the nonvested restricted stock as of June 30, 2007, and changes during the six months ended June 30, 2007, is presented below:

Nonvested Restricted Stock	Shares		Weighted Average Grant Date Fair Value Per Share
Nonvested at December 31, 2006	127,015		$	18.46
Nonvested shares granted	43,634			34.82
Vested	(23,672	)		19.14
Forfeited	(8,000	)		24.36
Nonvested at June 30, 2007	138,977		$	23.14

As of June 30, 2007, there was $2.1 million of total unrecognized compensation cost related to nonvested restricted stock; that cost is expected to be recognized over a weighted average period of 1.4 years. The fair value of shares vested during the six months ended June 30, 2007, was $0.8 million.

The fair value of each option award was estimated on the date of grant using the Black-Scholes option pricing model. A summary of option activity as of June 30, 2007, and changes during the six months then ended, is presented below:

Options and SARs	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
					(Years)	(In millions)
Outstanding at December 31, 2006	1,671,384		$	13.77
Options granted	—			—
Exercised	(187,548	)		16.00
Canceled or expired	(5,480	)		22.55
Outstanding at June 30, 2007	1,478,356		$	13.46	2.9	$	35.8
Exercisable at June 30, 2007	1,478,356		$	13.46	2.9	$	35.8

The total intrinsic value of options exercised during the six months ended June 30, 2007 and 2006 was $3.0 million and $11.4 million, respectively. Substantially all of these options were exercised pursuant to sales plans established in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. Upon the exercise of options, the Company issues common stock from its treasury shares. Cash received from option exercises was $3.0 million and $9.0 million during the six months ended June 30, 2007 and 2006, respectively. The tax benefit realized from stock options exercised during the six months ended June 30, 2007 and 2006 was $1.2 million and $4.4 million, respectively.

10

As of June 30, 2007, there were 54,900 outstanding and exercisable SARs issued in tandem with an equivalent number of stock options with a fair value of $0.9 million. The SARs are classified as liability awards and expire in 2008. During the six months ended June 30, 2007, no SARs were granted, vested or forfeited.

NOTE 5/RETIREMENT BENEFITS

The Company adopted SFAS No. 158, “Employer’s Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132R” (“SFAS 158”) in the fourth quarter of 2006. In addition to requirements for an employer to recognize in its consolidated balance sheet an asset for a plan’s overfunded status or a liability for a plan’s underfunded status and to recognize changes in the funded status of a defined benefit postretirement plan in the year in which the changes occur, SFAS 158 requires an employer to measure a plan’s assets and its obligations that determine its funded status as of the end of the employer’s fiscal year.

Prior to amendment by SFAS 158, an employer was required to measure plan assets and benefit obligations as of the date of the employer’s fiscal year end statement of financial position or, if used consistently from year-to-year, as of a date not more than three months prior to that date. The Company used a September 30 measurement date when accounting for pension and other postretirement benefit plans prior to the transition to SFAS 158. SFAS 158 requires a change in measurement date to the fiscal year-end, effective December 31, 2008. The Company adopted the fiscal year end measurement date provisions of SFAS 158 during the first quarter of 2007. The change in the benefit plan’s measurement date to December 31, 2006, resulted in the following changes to our consolidated balance sheet:

	Impact of SFAS 158 measurement date adoption
	(In millions)
Decrease in deferred income tax asset	$	(5	)
Decrease in deferred employee benefit obligations		14
Decrease in accumulated other comprehensive loss		(11	)
Decrease in retained earnings		2

The following table summarizes the components of net periodic benefit cost for the three-month and six-month periods ended June 30, of 2007 and 2006 for the Ryerson Pension Plan and postretirement benefits other than pension:

	Three Months Ended June 30,
	Pension Benefits						Other Benefits
	2007			2006			2007			2006
	(In millions)
Components of net periodic benefit cost
Service cost	$	2		$	1		$	1		$	1
Interest cost		9			9			3			3
Expected return on assets		(12	)		(11	)		—			—
Amortization of prior service cost		1			1			(2	)		(1	)
Recognized actuarial loss		2			3			—			—
Net periodic benefit cost	$	2		$	3		$	2		$	3

	Six Months Ended June 30,
	Pension Benefits						Other Benefits
	2007			2006			2007			2006
	(In millions)
Components of net periodic benefit cost
Service cost	$	3		$	2		$	2		$	2
Interest cost		19			19			6			6
Expected return on assets		(24	)		(22	)		—			—
Amortization of prior service cost		1			1			(3	)		(3	)

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	Six Months Ended June 30,
	Pension Benefits				Other Benefits
	2007		2006		2007		2006
	(In millions)
Recognized actuarial loss		4		6		—		1
Net periodic benefit cost	$	3	$	6	$	5	$	6

Contributions

We do not anticipate having required ERISA contributions for 2007, but may elect to make voluntary contributions to improve the funded ratio of the Ryerson Pension Plan. During April 2007, we made a $10 million voluntary contribution to our U.S. plans. We do not have an estimate of any additional voluntary contributions to our U.S. plans during the remainder of 2007 at this time.

NOTE 6/RESTRUCTURING CHARGES

The following summarizes restructuring accrual activity for the six-month period ended June 30, 2007:

	Employee related costs			Tenancy and other costs			Total restructuring costs
	(In millions)
Balance at December 31, 2006	$	2.2		$	1.3		$	3.5
Restructuring charges		2.7			0.7			3.4
Cash payments		(1.6	)		(0.5	)		(2.1	)
Non-cash adjustments		—			(0.5	)		(0.5	)
Balance at June 30, 2007	$	3.3		$	1.0		$	4.3

2007

In 2007, we recorded a charge of $1.7 million in the first quarter and $1.7 million in the second quarter due to workforce reductions and other tenancy obligations resulting from our integration of Integris Metals, Inc. and Integris Metals Ltd. (collectively, “Integris Metals”). Included in the charges are future cash outlays for employee-related costs of $2.7 million, including severance for 121 employees, and $0.2 million for future lease payments for closed facilities. Combined with the 2006 and 2005 restructuring charges, to date we have recorded a total charge of $11.9 million for workforce reductions related to our integration and consolidation of facilities and administrative functions. The June 30, 2007 accrued liability balance of $4.3 million will be paid primarily in 2007. We expect to record additional restructuring charges of $2 million to $3 million for workforce reductions, tenancy and other costs related to the consolidation of facilities and administrative function as the integration process continues primarily during the remainder of 2007.

2006

In 2006, we recorded a charge of $4.0 million primarily due to workforce reductions resulting from our integration of Integris Metals with Ryerson. The charge consisted of future cash outlays of $2.8 million for employee-related costs, including severance for 170 employees; non-cash costs totaling $1.0 million for pensions and other post-retirement benefits and $0.2 million for future lease payments for a closed facility. In 2006, we also recorded a charge of $0.5 million for other workforce reductions. The charge consisted of future cash outlays for employee-related costs, including severance for 16 employees.

NOTE 7/INCOME TAXES

Effective January 1, 2007, the Company adopted FIN No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”). As a result of the implementation the Company recognized a $0.8 million decrease to reserves for uncertain tax positions. This decrease was accounted for as an adjustment to the beginning balance of retained earnings on the consolidated balance sheet. Including the cumulative effect decrease, at the beginning of 2007, the Company had approximately $13.9 million of total gross unrecognized tax benefits. Of this total, $8.6 million represents the amount of unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in any future periods.

Ryerson and its subsidiaries are subject to U.S. federal income tax as well as income tax of multiple state and foreign jurisdictions. The Company has substantially concluded all U.S. federal income tax matters for years through 2005. Substantially all

12

state and local income tax matters have been concluded through 1999. However, a change by a state in subsequent years would result in an insignificant change to the Company’s state tax liability. The Company has substantially concluded foreign income tax matters through 2003 for all significant foreign jurisdictions. The examination of the Company’s federal income tax returns for 2004 and 2005 was completed in the second quarter of 2007.

As a result of closing this examination, the Company recorded an income tax benefit of $4.6 million related to uncertain tax positions, a reduction of deferred tax liabilities and interest in the second quarter of 2007. The $13.9 million of total gross unrecognized tax benefits upon implementation were reduced $7.1 million to $6.8 million as of June 30, 2007. Of this total, $4.4 million represents the amount of unrecognized tax benefits that, if recognized, would affect the effective income tax rate in any future periods; the effect on the effective tax rate would be favorable. Subject to the conclusion of examinations or closing of statute of limitations, the Company does not expect to recognize any significant unrecognized tax benefits, if any, over the remainder of 2007.

Ryerson’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had $2.5 million accrued for interest at January 1, 2007. Accrued interest decreased $0.9 million to $1.6 million as of June 30, 2007 due to closing an examination in the second quarter of 2007.

NOTE 8/COMPREHENSIVE INCOME

The following sets forth the components of comprehensive income:

	Three Months Ended June 30,				Six Months Ended June 30,
	2007		2006		2007		2006
	(In millions)
Net income	$	38.1	$	22.2	$	66.2	$	54.6
Other comprehensive income, net of tax:
Foreign currency translation adjustments		13.1		6.9		15.0		7.3
Benefit plan liabilities – adjustment for recognition of prior service cost and net loss		0.8		—		1.6		—
Unrealized gain on derivative instruments		0.7		0.5		0.3		1.2
Total comprehensive income	$	52.7	$	29.6	$	83.1	$	63.1

Accumulated other comprehensive loss set forth in stockholder’s equity included the following:

	June 30, 2007			December 31, 2006
	(In millions)
Foreign currency translation adjustments	$	26.0		$	11.0
Benefit plan liabilities, net of tax		(66.3	)		(78.5	)
Unrealized gain on derivative instruments, net of tax		0.4			0.1
Total accumulated other comprehensive loss	$	(39.9	)	$	(67.4	)

NOTE 9/EARNINGS PER SHARE

The following table sets forth the calculation of basic and diluted earnings per share for the three-month and six-month periods ended June 30, 2007 and 2006:

	Three Months Ended June 30,				Six Months Ended June 30,
	2007		2006		2007		2006
	(In millions, except per share data)
Basic earnings per share
Net income	$	38.1	$	22.2	$	66.2	$	54.6
Less preferred stock dividends		—		—		0.1		0.1
Net income available to common stockholders	$	38.1	$	22.2	$	66.1	$	54.5
Average shares of common stock outstanding		26.5		26.1		26.5		25.9
Basic earnings per share	$	1.44	$	0.85	$	2.50	$	2.10

13

	Three Months Ended June 30,				Six Months Ended June 30,
	2007		2006		2007		2006
	(In millions, except per share data)
Diluted earnings per share
Net income available to common stockholders	$	38.1	$	22.2	$	66.1	$	54.5
Effect of convertible preferred stock		—		—		0.1		0.1
Net income available to common stockholders and assumed conversions	$	38.1	$	22.2	$	66.2	$	54.6
Average shares of common stock outstanding—basic		26.5		26.1		26.5		25.9
Dilutive effect of stock options		0.7		0.8		0.7		0.8
Stock based compensation		0.7		0.4		0.5		0.4
Convertible notes and convertible preferred stock		3.9		1.9		3.4		2.0
Shares outstanding for diluted earnings per share calculation		31.8		29.2		31.1		29.1
Diluted earnings per share	$	1.20	$	0.76	$	2.13	$	1.88

During the three-month and six-month periods ended June 30, 2007 and 2006, all options outstanding were included in the computation of diluted earnings per share (“EPS”) because the options were dilutive.

Upon conversion of Ryerson’s 2024 Notes, the holders of each 2024 Note will receive cash equal to the lesser of the aggregate principal amount of the 2024 Notes being converted and Ryerson’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. During the three-month and six-month periods of 2007, our average share price exceeded the conversion price of the 2024 Notes, which resulted in an increase of 3.8 million and 3.3 million shares to the diluted shares outstanding calculation, respectively. During the three-month and six-month periods of 2006, our average share price exceeded the conversion price of the 2024 Notes, which resulted in an increase of 1.8 million and 1.9 million potential shares to diluted shares outstanding, respectively. The maximum number of shares we may issue with respect to the 2024 Notes is 11,872,455.

NOTE 10/COMMITMENTS AND CONTINGENCIES

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. On August 7, 2006, the U.S. Court of Appeals for the Tenth Circuit issued a ruling affirming in part and reversing in part the district court judgment in favor of defendants, and sent the case back to the district court for reconsideration of the summary judgment in light of guidance provided by the Tenth Circuit opinion. On November 17, 2006, the defendants filed a second Motion for Summary Judgment with the United States District Court for the Western District of Oklahoma addressing the issues raised by the Court of Appeals. On July 27, 2007, the District Court denied the defendants’ motion, but reserved decision on the portion of the motion addressing Plaintiff’s damage claim. The Company continues to believe this suit is without merit and intends to vigorously defend its position in this matter. 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.

In the third quarter of 2003, Ryerson and G. Collado S.A. de C.V. formed Coryer, S.A. de C.V. (“Coryer”), a joint venture that enables us to provide expanded service capability in Mexico. We guaranteed the borrowings of Coryer under Coryer’s credit facility up to a maximum of $4.8 million. At June 30, 2007, the amount of the guaranty was $3.6 million.

NOTE 11/CONDENSED CONSOLIDATING GUARANTOR FINANCIAL STATEMENTS

In November 2004, Ryerson issued the 2024 Notes that are fully and unconditionally guaranteed on a senior unsecured basis by Ryerson Procurement Corporation, an indirect wholly-owned subsidiary of Ryerson. In December 2004, Ryerson issued the 2011 Notes that are fully and unconditionally guaranteed by Ryerson Procurement Corporation. The following condensed consolidating financial information as of June 30, 2007 and December 31, 2006 and for the three-month and six-month periods ended June 30, 2007 and June 30, 2006 is provided in lieu of separate financial statements for the Company and Ryerson Procurement Corporation.

14

RYERSON INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)

THREE MONTHS ENDED JUNE 30, 2007

(In millions)

	Parent			Guarantor			Non-guarantor			Eliminations			Consolidated
Net sales	$	—		$	1,196.0		$	1,653.8		$	(1,232.0	)	$	1,617.8
Cost of materials sold		—			1,183.2			1,428.2			(1,232.0	)		1,379.4
Gross profit		—			12.8			225.6			—			238.4
Warehousing, delivery, selling, general and administrative		0.4			0.7			168.1			—			169.2
Restructuring and plant closure costs		—			—			1.7			—			1.7
Gain on the sale of assets		—			—			(2.2	)		—			(2.2	)
Operating profit		(0.4	)		12.1			58.0			—			69.7
Other income and expense, net		0.2			—			(1.1	)		—			(0.9	)
Interest and other expense on debt		(5.5	)		—			(9.7	)		—			(15.2	)
Intercompany transactions:
Interest expense on intercompany loans		(21.7	)		(2.7	)		—			24.4			—
Interest income on intercompany loans		—			—			24.4			(24.4	)		—
Income before income taxes		(27.4	)		9.4			71.6			—			53.6
Provision for income taxes		(14.7	)		3.8			26.4			—			15.5
Equity in earnings of subsidiaries		(50.8	)		—			(5.6	)		56.4			—
Net income	$	38.1		$	5.6		$	50.8		$	(56.4	)	$	38.1

RYERSON INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)

THREE MONTHS ENDED JUNE 30, 2006

(In millions)

	Parent			Guarantor			Non-guarantor			Eliminations			Consolidated
Net sales	$	—		$	1,266.7		$	1,541.6		$	(1,299.7	)	$	1,508.6
Cost of materials sold		—			1,253.0			1,322.4			(1,299.7	)		1,275.7
Gross profit		—			13.7			219.2			—			232.9
Warehousing, delivery, selling, general and administrative		1.4			1.0			177.3			—			179.7
Restructuring and plant closure costs		—			—			0.4			—			0.4
Gain on the sale of assets		—			—			(0.6	)		—			(0.6	)
Operating profit		(1.4	)		12.7			42.1			—			53.4
Other income and expense, net		—			—			(0.1	)		—			(0.1	)
Interest and other expense on debt		(8.7	)		—			(7.1	)		—			(15.8	)
Intercompany transactions:
Interest expense on intercompany loans		(15.0	)		(3.2	)		(2.6	)		20.8			—
Interest income on intercompany loans		0.5			0.1			20.2			(20.8	)		—
Income before income taxes		(24.6	)		9.6			52.5			—			37.5
Provision for income taxes		(7.6	)		3.9			19.0			—			15.3
Equity in earnings of subsidiaries		(39.2	)		—			(5.7	)		44.9			—
Net income	$	22.2		$	5.7		$	39.2		$	(44.9	)	$	22.2

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RYERSON INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)

SIX MONTHS ENDED JUNE 30, 2007

(In millions)

	Parent			Guarantor			Non-guarantor			Eliminations			Consolidated
Net sales	$	—		$	2,286.2		$	3,358.9		$	(2,364.1	)	$	3,281.0
Cost of materials sold		—			2,261.8			2,889.1			(2,364.1	)		2,786.8
Gross profit		—			24.4			469.8			—			494.2
Warehousing, delivery, selling, general and administrative		2.0			1.5			350.2			—			353.7
Restructuring and plant closure costs		—			—			3.4			—			3.4
Gain on the sale of assets		—			—			(2.2	)		—			(2.2	)
Operating profit		(2.0	)		22.9			118.4			—			139.3
Other income and expense, net		0.4			—			(1.2	)		—			(0.8	)
Interest and other expense on debt		(17.3	)		—			(22.4	)		—			(39.7	)
Intercompany transactions:
Interest expense on intercompany loans		(42.4	)		(4.2	)		—			46.6			—
Interest income on intercompany loans		—			—			46.6			(46.6	)		—
Income before income taxes		(61.3	)		18.7			141.4			—			98.8
Provision for income taxes		(27.4	)		7.5			52.5			—			32.6
Equity in earnings of subsidiaries		(100.1	)		—			(11.2	)		111.3			—
Net income	$	66.2		$	11.2		$	100.1		$	(111.3	)	$	66.2

RYERSON INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)

SIX MONTHS ENDED JUNE 30, 2006

(In millions)

	Parent			Guarantor			Non-guarantor			Eliminations			Consolidated
Net sales	$	—		$	2,409.4		$	3,023.9		$	(2,476.9	)	$	2,956.4
Cost of materials sold		—			2,383.3			2,594.5			(2,476.9	)		2,500.9
Gross profit		—			26.1			429.4			—			455.5
Warehousing, delivery, selling, general and administrative		1.7			1.9			352.3			—			355.9
Restructuring and plant closure costs		—			—			0.7			—			0.7
Gain on the sale of assets		—			—			(21.6	)		—			(21.6	)
Operating profit		(1.7	)		24.2			98.0			—			120.5
Other income and expense, net		0.1			—			—			—			0.1
Interest and other expense on debt		(17.6	)		—			(13.2	)		—			(30.8	)
Intercompany transactions:
Interest expense on intercompany loans		(28.8	)		(6.1	)		(5.6	)		40.5			—
Interest income on intercompany loans		1.0			0.3			39.2			(40.5	)		—
Income before income taxes		(47.0	)		18.4			118.4			—			89.8
Provision for income taxes		(17.1	)		7.4			44.9			—			35.2
Equity in earnings of subsidiaries		(84.5	)		—			(11.0	)		95.5			—
Net income	$	54.6		$	11.0		$	84.5		$	(95.5	)	$	54.6

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RYERSON INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED)

SIX MONTHS ENDED JUNE 30, 2007

(In millions)

	Parent			Guarantor			Non-guarantor			Eliminations			Consolidated
OPERATING ACTIVITIES:
Net income	$	66.2		$	11.2		$	100.1		$	(111.3	)	$	66.2
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		—			—			19.7			—			19.7
Stock-based compensation		1.0			—			13.4			—			14.4
Equity in earnings of subsidiaries		(100.1	)		—			(11.2	)		111.3			—
Deferred income taxes		17.4			—			(7.1	)		—			10.3
Deferred employee benefit cost		(2.0	)		—			(6.4	)		—			(8.4	)
Excess tax benefit from stock-based compensation		—			—			(1.3	)		—			(1.3	)
Restructuring and plant closure costs		—			—			0.5			—			0.5
Gain on sale of assets		—			—			(2.2	)		—			(2.2	)
Change in:
Receivables		—			—			(154.9	)		—			(154.9	)
Inventories		—			—			347.5			—			347.5
Other assets		6.1			—			(2.3	)		—			3.8
Intercompany receivable/payable		(94.0	)		(109.7	)		203.7			—			—
Accounts payable		(0.1	)		29.3			18.3			—			47.5
Accrued liabilities		(10.3	)		0.7			(15.3	)		—			(24.9	)
Other items		1.4			—			0.3			—			1.7
Net adjustments		(180.6	)		(79.7	)		402.7			111.3			253.7
Net cash provided by (used in) operating activities		(114.4	)		(68.5	)		502.8			—			319.9
INVESTING ACTIVITIES:
Capital expenditures		—			—			(28.7	)		—			(28.7	)
Loan to related companies		—			—			(89.6	)		89.6			—
Loan repayment from related companies		—			62.8			2.1			(64.9	)		—
Dividend received from subsidiary		35.8			—			—			(35.8	)		—
Proceeds from sales of property, plant and equipment		—			—			12.5			—			12.5
Net cash provided by (used in) investing activities		35.8			62.8			(103.7	)		(11.1	)		(16.2	)
FINANCING ACTIVITIES:
Proceeds from credit and securitization facility borrowings		—			—			1,035.0			—			1,035.0
Repayment of credit and securitization facility borrowings		—			—			(860.0	)		—			(860.0	)
Net short-term proceeds/(repayments) under credit facility		27.0			—			(533.5	)		—			(506.5	)
Proceeds from intercompany borrowing		89.6			—			—			(89.6	)		—
Repayment of intercompany borrowing		(62.8	)		(2.1	)		—			64.9			—
Credit and securitization facility issuance costs		(1.4	)		—			(0.4	)		—			(1.8	)
Net increase/(decrease) in book overdrafts		—			7.8			0.3			—			8.1
Dividends paid		(2.7	)		—			(35.8	)		35.8			(2.7	)
Proceeds from exercise of common stock options		3.0			—			—			—			3.0
Excess tax benefit from stock-based compensation		—			—			1.3			—			1.3
Net cash provided by (used in) financing activities		52.7			5.7			(393.1	)		11.1			(323.6	)
Net increase (decrease) in cash and cash equivalents		(25.9	)		—			6.0			—			(19.9	)
Beginning cash and cash equivalents		31.7			—			23.4			—			55.1
Ending cash and cash equivalents	$	5.8		$	—		$	29.4		$	—		$	35.2

17

RYERSON INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED)

SIX MONTHS ENDED JUNE 30, 2006

(In millions)

	Parent			Guarantor			Non-guarantor			Eliminations			Consolidated
OPERATING ACTIVITIES:
Net income	$	54.6		$	11.0		$	84.5		$	(95.5	)	$	54.6
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		—			—			19.7			—			19.7
Stock-based compensation		1.2			—			3.8			—			5.0
Equity in earnings of subsidiaries		(84.5	)		—			(11.0	)		95.5			—
Deferred income taxes		(15.6	)		—			27.9			—			12.3
Deferred employee benefit cost/funding		—			—			8.5			—			8.5
Excess tax benefit from stock-based compensation		(4.4	)		—			—			—			(4.4	)
Gain on sale of assets		—			—			(21.6	)		—			(21.6	)
Change in:
Receivables		—			—			(168.6	)		—			(168.6	)
Inventories		—			—			(117.6	)		—			(117.6	)
Other assets		1.5			—			(4.0	)		—			(2.5	)
Intercompany receivable/payable		26.5			(122.8	)		96.3			—			—
Accounts payable		(1.3	)		79.7			19.8			—			98.2
Accrued liabilities		1.2			0.7			(15.3	)		—			(13.4	)
Other items		6.0			—			(3.9	)		—			2.1
Net adjustments		(69.4	)		(42.4	)		(166.0	)		95.5			(182.3	)
Net cash used in operating activities		(14.8	)		(31.4	)		(81.5	)		—			(127.7	)
INVESTING ACTIVITIES:
Capital expenditures		—			—			(15.8	)		—			(15.8	)
Loan to related companies		—			—			(5.8	)		5.8			—
Loan repayment from related companies		—			29.4			2.1			(31.5	)		—
Proceeds from sales of assets		—			—			54.3			—			54.3
Proceeds from sales of property, plant and equipment		—			—			3.2			—			3.2
Net cash provided by investing activities		—			29.4			38.0			(25.7	)		41.7
FINANCING ACTIVITIES:
Proceeds from credit facility borrowings		—			—			785.0			—			785.0
Repayment of credit facility borrowings		—			—			(540.8	)		—			(540.8	)
Net short-term proceeds/(repayments) under credit facility		28.0			—			(208.9	)		—			(180.9	)
Proceeds from intercompany borrowing		5.8			—			—			(5.8	)		—
Repayment of intercompany borrowing		(29.4	)		(2.1	)		—			31.5			—
Credit facility issuance costs		(1.0	)		—			—			—			(1.0	)
Net increase in book overdrafts		0.1			4.1			6.9			—			11.1
Dividends paid		(2.7	)		—			—			—			(2.7	)
Proceeds from exercise of common stock options		9.0			—			—			—			9.0
Excess tax benefit from stock-based compensation		4.4			—			—			—			4.4
Net cash provided by financing activities		14.2			2.0			42.2			25.7			84.1
Net decrease in cash and cash equivalents		(0.6	)		—			(1.3	)		—			(1.9	)
Beginning cash and cash equivalents		1.5			—			25.9			—			27.4
Ending cash and cash equivalents	$	0.9		$	—		$	24.6		$	—		$	25.5

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RYERSON INC.

CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED)

JUNE 30, 2007

(In millions)

	Parent		Guarantor		Non-guarantor		Eliminations			Consolidated
ASSETS
Current Assets:
Cash and cash equivalents	$	5.8	$	—	$	29.4	$	—		$	35.2
Receivables less provision for allowances, claims and doubtful accounts		—		—		806.2		—			806.2
Inventories		—		—		790.8		—			790.8
Prepaid expenses and other current assets		8.8		—		12.4		(8.8	)		12.4
Deferred income taxes		—		—		23.0		(2.4	)		20.6
Intercompany receivable		193.0		338.4		—		(531.4	)		—
Total Current Assets		207.6		338.4		1,661.8		(542.6	)		1,665.2
Investments and advances		1,861.6		—		169.4		(1,971.9	)		59.1
Intercompany notes receivable		—		—		1,088.5		(1,088.5	)		—
Property, plant and equipment, at cost, less accumulated depreciation		—		—		406.3		—			406.3
Deferred income taxes		58.5		—		58.4		—			116.9
Goodwill		—		—		59.7		—			59.7
Other assets		10.2		—		8.5		—			18.7
Total Assets	$	2,137.9	$	338.4	$	3,452.6	$	(3,603.0	)	$	2,325.9
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	1.3	$	162.7	$	150.3	$	—		$	314.3
Intercompany payable		—		—		531.4		(531.4	)		—
Salaries, wages and commissions		—		—		59.4		—			59.4
Other current liabilities		4.1		6.7		46.7		(11.2	)		46.3
Short term credit and securitization facility borrowings		27.0		—		28.0		—			55.0
Current portion of long term debt		175.0		—		—		—			175.0
Total Current Liabilities		207.4		169.4		815.8		(542.6	)		650.0
Long-term debt		150.0		—		496.1		—			646.1
Long-term debt—Intercompany		1,029.8		58.7		—		(1,088.5	)		—
Deferred employee benefits		3.6		—		272.7		—			276.3
Taxes and other credits		4.3		—		6.4		—			10.7
Total Liabilities		1,395.1		228.1		1,591.0		(1,631.1	)		1,583.1
Commitments and contingencies
Stockholders’ Equity:
Preferred stock		0.1		—		—		—			0.1
Common stock		50.6		—		11.8		(11.8	)		50.6
Other Stockholders’ Equity		692.1		110.3		1,849.8		(1,960.1	)		692.1
Total Stockholders’ Equity		742.8		110.3		1,861.6		(1,971.9	)		742.8
Total Liabilities and Stockholders’ Equity	$	2,137.9	$	338.4	$	3,452.6	$	(3,603.0	)	$	2,325.9

19

RYERSON INC.

CONDENSED CONSOLIDATING BALANCE SHEET

DECEMBER 31, 2006

(In millions)

	Parent		Guarantor		Non-guarantor		Eliminations			Consolidated
ASSETS
Current Assets:
Cash and cash equivalents	$	31.7	$	—	$	23.4	$	—		$	55.1
Receivables less provision for allowances, claims and doubtful accounts		—		—		643.3		—			643.3
Inventories		—		—		1,128.6		—			1,128.6
Deferred income taxes		—		—		36.5		(2.7	)		33.8
Prepaid expenses and other current assets		10.1		—		12.8		(10.1	)		12.8
Intercompany receivable		99.0		228.7		—		(327.7	)		—
Total Current Assets		140.8		228.7		1,844.6		(340.5	)		1,873.6
Investments and advances		1,769.5		—		156.1		(1,868.6	)		57.0
Intercompany notes receivable		—		2.0		1,001.0		(1,003.0	)		—
Property, plant and equipment, at cost, less accumulated depreciation		—		—		401.1		—			401.1
Deferred income taxes		76.2		—		43.6		—			119.8
Goodwill		—		—		59.7		—			59.7
Deferred charges and other assets		14.9		—		11.2		—			26.1
Total Assets	$	2,001.4	$	230.7	$	3,517.3	$	(3,212.1	)	$	2,537.3
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	1.4	$	125.6	$	128.5	$	—		$	255.5
Intercompany payable		—		—		327.7		(327.7	)		—
Salaries, wages and commissions		—		—		51.7		—			51.7
Other current liabilities		14.0		6.0		57.3		(12.8	)		64.5
Short-term credit facility borrowings		—		—		81.8		—			81.8
Total Current Liabilities		15.4		131.6		647.0		(340.5	)		453.5
Long-term debt		325.0		—		799.7		—			1,124.7
Long-term debt—intercompany		1,003.0		—		—		(1,003.0	)		—
Taxes and other credits		7.1		—		6.2		—			13.3
Deferred employee benefits		2.2		—		294.9		—			297.1
Total Liabilities		1,352.7		131.6		1,747.8		(1,343.5	)		1,888.6
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		598.0		99.1		1,757.7		(1,856.8	)		598.0
Total Stockholders’ Equity		648.7		99.1		1,769.5		(1,868.6	)		648.7
Total Liabilities and Stockholders’ Equity	$	2,001.4	$	230.7	$	3,517.3	$	(3,212.1	)	$	2,537.3

20

NOTE 12/RECENT ACCOUNTING PRONOUNCEMENTS

SFAS 157

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurement” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This Statement does not require any new fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The Company is currently assessing the impact of SFAS 157 on its financial statements, which is not expected to be material.

SFAS 159

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Liabilities, Including an amendment of FASB Statement No. 115” (“SFAS 159”). This Statement permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. SFAS 159 is effective as of the beginning of fiscal 2008. The Company is currently evaluating the potential impact, if any, that the adoption of SFAS 159 will have on its results of operations and financial position.

NOTE 13/SUBSEQUENT EVENT

On July 24, 2007, Ryerson Inc. (the “Company”) entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Rhombus Holding Corporation (“Parent”) and Rhombus Merger Corporation (“Sub”), a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, Sub will be merged with and into the Company with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”). Parent is owned by a private investment fund affiliated with Platinum Equity, LLC.

Pursuant to the terms of the Merger Agreement and subject to the conditions thereof, Parent will acquire all of the outstanding shares of the Company’s common stock and Series A $2.40 Cumulative Convertible Preferred Stock for an amount of $34.50 per share in cash.

The Merger Agreement contains a “go shop” provision pursuant to which the Company has the right to initiate, solicit and encourage third-party acquisition proposals through August 18, 2007. After that date, the Company is subject to certain restrictions on its ability to solicit third-party acquisition proposals.

The Merger Agreement contains customary representations and warranties by the Company, Parent and Sub. The Merger Agreement also contains customary covenants and agreements, including with respect to the operation of the business of the Company and its subsidiaries between signing and closing, governmental filings and approvals, public disclosures and similar matters.

The Merger Agreement contains certain termination rights for the Company and Parent, and further provides that if the Merger Agreement is terminated under certain circumstances, the Company or Parent will be required to pay the other a termination fee of $25 million. The Company is required to pay a termination fee of $15 million if the Merger Agreement is terminated under certain circumstances related to the “go-shop” period. In addition to the termination fee, the Company may be required to reimburse Parent for up to $5 million in expenses if the Merger Agreement is terminated under certain circumstances.

Consummation of the Merger is not subject to a financing condition, but is subject to various other conditions, including approval of the Merger by the Company’s stockholders, expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other customary closing conditions.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the Company’s Condensed Consolidated Financial Statements and related Notes thereto in Item 1, “FINANCIAL STATEMENTS” in this Quarterly Report on Form 10-Q and the Company’s Consolidated Financial Statements and related Notes thereto in Item 8 “FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

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,

21

construction, wholesale distributors, and metals mills and foundries. Revenue is recognized upon delivery of product to customers. The timing of shipment is substantially the same as the timing of delivery to customers given the proximity of the Company’s distribution sites to its customers.

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

Sales. The Company’s sales volume and pricing 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, on its ability to manage the impact of changing metals costs and to manage 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 starting in 2004 due to global economic factors including increased demand from China and in the United States, decreased imports into the United States, 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. During 2006, moderate growth occurred in all product lines. Prices trended upward, and, in particular, rose significantly in stainless steel products due to nickel surcharges. During the first half of 2007, high inventory levels throughout the supply chain that existed at the end of 2006 put downward pressure on industry volume. However, other than the typical seasonal slowdowns, market conditions in the second half relative to the first half of 2007 are expected to remain stable, albeit with continued pricing volatility.

Results of Operations – Comparison of Second Quarter 2007 to Second Quarter 2006

For the second quarter of 2007, the Company reported consolidated net income of $38.1 million, or $1.20 per diluted share, as compared with net income of $22.2 million, or $0.76 per diluted share, in the year-ago quarter.

Included in the second quarter 2007 results is a pretax restructuring charge of $1.7 million, $1.0 million after-tax or $0.03 per diluted share. The second quarter of 2007 also includes a pretax gain of $2.2 million, $1.3 million after tax or $0.04 per diluted share on the sale of assets.

Included in the second quarter 2006 results is a pretax gain on sale of assets of $0.6 million, $0.4 million after-tax, or $0.01 per share, from the post-closing settlement on the March 2006 sale of the Company’s three service centers serving the oil and gas industries. Also included in the second quarter 2006 results is a pretax charge of $0.4 million, $0.2 million after-tax or $0.01 per share, associated with workforce reductions.

22

The following table shows the Company’s percentage of sales revenue by major product lines for the second quarter of 2007 and 2006:

	Percentage of Sales Revenue Three Months Ended June 30,
Product Line	2007		2006
Stainless and aluminum	56	%	53	%
Carbon flat rolled	23		26
Bars, tubing and structurals	9		8
Fabrication and carbon plate	9		9
Other	3		4
Total	100	%	100	%

Net Sales. Revenue for the second quarter of 2007 increased 7.2 percent to $1,617.8 million from the same period a year ago. Average selling price increased 17.5 percent, against the price levels in the second quarter of 2006. Volume for the second quarter of 2007 decreased 8.7 percent from the second quarter of 2006. The decrease in volume reflects the softness in the market compared to the year-ago period.

Gross profit. Gross profit increased by $5.5 million to $238.4 million in the second quarter of 2007. The significant inventory reduction during the second quarter of 2007 resulted in a liquidation of LIFO inventory quantities carried at lower costs prevailing in prior years as compared with the cost of 2007 purchases. However, even with the approximately $32 million benefit of the inventory liquidation gain, rising material costs, primarily in stainless steel, unfavorably impacted second quarter 2007 gross profit resulting in a net LIFO charge of approximately $43 million. Gross profit per ton of $298 in the second quarter of 2007 increased from $265 per ton in the year-ago quarter due to higher average selling prices year-over-year and the LIFO liquidation gain. Gross profit as a percent of sales in the second quarter of 2007 decreased to 14.7 percent from 15.4 percent a year ago.

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Operating expenses. Total operating expenses decreased by $10.8 million to $168.7 million in the second quarter of 2007 from $179.5 million a year ago primarily due to lower labor and benefit costs ($5.8 million), lower allowance for doubtful account expense ($3.5 million) and a $2.2 million gain on sale of assets in the second quarter of 2007. On a per ton basis, second quarter 2007 operating expenses increased to $211 per ton from $204 per ton in the year-ago period.

Operating profit. For the quarter, the Company reported an operating profit of $69.7 million, or $87 per ton, compared to an operating profit of $53.4 million, or $61 per ton, in the year-ago period, as a result of the factors discussed above.

Interest and other expense on debt. Interest and other expense on debt decreased to $15.2 million from $15.8 million in the year-ago quarter, primarily due to the lower credit facility and securitization facility borrowings.

Provision for income taxes. In the second quarter of 2007 the Company recorded income tax expense of $15.5 million compared to a $15.3 million income tax expense in the second quarter of 2006. During the second quarter of 2007, the Company recorded a $4.6 million income tax benefit as a result of a favorable settlement from an IRS examination. The effective tax rate was 28.9% in the second quarter of 2007 (37.5% excluding the $4.6 million income tax benefit) and 40.8% in the second quarter of 2006.

Results of Operations – Comparison of First Six Months of 2007 to First Six Months of 2006

In the first six months of 2007, the Company reported consolidated net income of $66.2 million, or $2.13 per diluted share, as compared with net income of $54.6 million, or $1.88 per diluted share, in the year-ago period.

Included in the first six months of 2007 results is a pretax restructuring charge of $3.4 million, $2.1 million after-tax or $0.07 per diluted share. Also included in the first six months of 2007 results is a pretax gain of $2.2 million, $1.3 million after tax or $0.04 per diluted share on the sale of assets.

Included in the first six months of 2006 results is a pretax gain on sale of assets of $21.6 million, $13.1 million after-tax, or $0.45 per share, from the sale of the Company’s three service centers serving the oil and gas industries. Also included in the first six months of 2006 results is a pretax charge of $0.7 million, $0.4 million after-tax or $0.02 per share, associated with workforce reductions.

The following table shows the Company’s percentage of sales revenue by major product lines for the first six months of 2007 and 2006, respectively:

	Percentage of Sales Revenue Six Months Ended June 30,
Product Line	2007		2006
Stainless and aluminum	56	%	52	%
Carbon flat rolled	22		25
Bars, tubing and structurals	9		9
Fabrication and carbon plate	9		9
Other	4		5
Total	100	%	100	%

Net Sales. Revenue for the first six months of 2007 increased 11.0 percent to $3,281.0 million from the same period a year ago as volume decreased 5.9% while average selling prices increased 17.9%.

Gross profit. Gross profit increased by $38.7 million to $494.2 million in the first six months of 2007. The significant inventory reduction during the first six months of 2007 resulted in a liquidation of LIFO inventory quantities carried at lower costs prevailing in prior years as compared with the cost of 2007 purchases. However, even with the approximately $50 million benefit of the inventory liquidation gain, rising material costs, primarily in stainless steel, unfavorably impacted the first six months of 2007 gross profit resulting in a net LIFO charge of approximately $57 million. Gross profit per ton of $303 in the first six months of 2007 increased from $262 per ton in the year-ago period primarily due to higher average selling prices year-over-year and the LIFO liquidation gain. Gross profit as a percent of sales in the first six months of 2007 decreased slightly to 15.1 percent from 15.4 percent a year ago.

Operating expenses. Total operating expenses increased by $19.9 million to $354.9 million in the first six months of 2007 from $335.0 million a year ago. The increase was primarily due to the $21.6 million gain on the sale of assets in the first six months of 2006, compared to the $2.2 million gain on the sale of assets in the current period. In addition, the first six months of 2007 was

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unfavorably impacted by higher stock-based compensation expense ($9.4 million) offset by lower delivery and fuel expense ($4.5 million) and lower allowance for doubtful account expense ($3.6 million) compared to the first six months of 2006. On a per ton basis, first six months of 2007 operating expenses increased to $218 per ton, from $193 per ton, which includes a $12 per ton benefit from the gain on sale of assets in the year-ago period.

Operating profit. For the first six months of 2007, the Company reported an operating profit of $139.3 million, or $85 per ton, compared to an operating profit of $120.5 million, or $69 per ton, in the year-ago period, as a result of the factors discussed above.

Interest and other expense on debt. Interest and other expense on debt increased to $39.7 million from $30.8 million in the year-ago period, primarily due to the $2.9 million write off of unamortized debt issuance costs associated with the 2024 Notes that was classified as short term debt as a condition for conversion was met and the $2.7 million write off of debt issuance cost associated with our prior credit facility upon entering into an amended revolving credit facility during the first quarter of 2007. Higher credit facility and securitization facility borrowings also contributed to the increase in interest and other expense on debt during the six month period ended June 30, 2007 as compared to the same period in the prior year.

Provision for income taxes. In the first six months of 2007 the Company recorded income tax expense of $32.6 million compared to a $35.2 million income tax expense in the first six months of 2006. During the second quarter of 2007, the Company recorded a $4.6 million income tax benefit as a result of a favorable settlement from an IRS examination. The effective tax rate was 33.0% in the first six months of 2007 (37.7% excluding the $4.6 million income tax benefit) and 39.2% in the year-ago period.

Liquidity and Capital Resources

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

The Company had cash and cash equivalents at June 30, 2007 of $35.2 million, compared to $55.1 million at December 31, 2006. At June 30, 2007, the Company had $876.1 million of total debt outstanding, a debt-to-capitalization ratio of 54% and $618 million available under its revolving credit and securitization facilities.

Net cash generated by operating activities was $319.9 million in the six-month period ended June 30, 2007, primarily due to net income of $66.2 million, decrease in inventory of $347.5 million and increase in accounts payable of $47.5 million, partially offset by an increase in accounts receivable of $154.9 million. Accounts receivable was higher at June 30, 2007 as compared to December 31, 2006 reflecting higher average selling prices and tonnage volume in the second quarter of 2007 versus the fourth quarter of 2006. Inventory declined at June 30, 2007 as compared to December 31, 2006 due to continued efforts to reduce the amount of material on hand, partially offset by the slightly higher average metal prices in the first half of 2007.

Capital expenditures during the six-month period ended June 30, 2007 totaled $28.7 million compared to $15.8 million for the six-month period ended June 30, 2006. During the first six months of 2006, the Company sold certain assets related to its U.S. oil and gas, tubular alloy and bar alloy business and received sales proceeds of $54.3 million. During the first six months of 2007, the Company received $12.5 million from the sale of two facilities and equipment. During the first six months of 2006, the Company also received $3.2 million from the sale of a facility and equipment.

Net cash used in financing activities in the first six months of 2007 was $323.6 million, compared to net cash provided by financing activities $84.1 million for the six-month period ended June 30, 2006 primarily as a result of net repayments of $331.5 million under the Company’s revolving borrowing facilities. During the first six months of 2007, the Company received $3.0 million of proceeds on the exercise of common stock options as compared to $9.0 million in the first six months of 2006.

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The Company believes that cash flow from operations and proceeds from the amended credit facility and the securitization facility will provide sufficient funds to meet the Company’s contractual obligations and operating requirements in the normal course. 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.

The Company announced on January 2, 2007 that it had received notice from Harbinger Capital Partners Master Fund I, Ltd. and Harbinger Capital Partners Special Situations Fund, L.P. seeking to nominate seven individuals for election to Ryerson’s Board of Directors at its 2007 Annual Meeting of shareholders to replace a majority of the existing Board of Directors of Ryerson Inc. A change in the majority of the existing Board under such circumstances, or acquisition by a third party of 30% or more of the Company’s stock, would constitute a change in control or termination event under the Company’s credit and securitization facilities resulting in acceleration of borrowings thereunder. In addition, a change in control would give the holders of its 2024 Notes and its 2011 Notes the right to require the Company to repurchase all or any part of such holder’s notes for cash. A number of the Company’s retirement and other employee benefit plans require severance and other cash payments in the event of termination of employees with rights to benefits under those plans in the event of a change in control. A “change in control” under a variety of contractual arrangements with service vendors, software providers and others could result in termination of required services and acceleration of payments or imposition of financial penalties.

The termination of the Company’s borrowing facilities and its repurchase obligations under the indentures for its notes would leave the Company with insufficient working capital and cash flow to acquire inventory for resale and to otherwise operate its business. The Company’s ability to continue to operate its business would depend on its ability to find replacement credit facilities, which would be subject to general economic conditions, credit availability, assessment of its credit-worthiness and other factors beyond the Company’s control. If the Company is not able to obtain credit or to generate sufficient cash flow to service its debt and other obligations in connection with a change in control, it would be materially adversely affected.

If the Company is able to obtain replacement credit facilities, it may incur substantial costs and expenses in replacing the facilities. There can be no assurance that any replacement facilities will be obtained on favorable terms.

Total Debt

Total debt outstanding as of June 30, 2007 consisted of the following amounts: $201 million borrowing under the Amended Credit Facility, $350 million under the Securitization Facility, $175 million under the 2024 Notes and $150 million under the 2011 Notes. Availability at June 30, 2007 under the Amended Credit Facility and the Securitization Facility was $520 million and $98 million, respectively, or combined availability of $618 million, compared to $188 million available under the Credit Facility at December 31, 2006. Discussion of each of these borrowings follows.

Credit Facility

On January 26, 2007, the Company entered into an amendment and restatement to its existing $1.1 billion Credit Facility that would have expired on January 4, 2011. This transaction resulted in a 5-year, $750 million revolving credit facility (the “Amended Credit Facility”). Also on January 26, 2007, Ryerson Funding LLC, a special purpose subsidiary of Joseph T. Ryerson & Son, Inc. entered into a 5-year, $450 million revolving securitization facility (the “Securitization Facility”).

At June 30, 2007, the Company had $201 million outstanding funded borrowing under its revolving credit agreement, $29 million of letters of credit issued under the credit facility and $520 million available under the $750 million revolving credit agreement, compared to $188 million available under the $1.1 billion revolving credit agreement on December 31, 2006. The weighted average interest rate on the borrowings under the revolving credit agreement was 6.6 percent and 6.9 percent at June 30, 2007 and December 31, 2006, respectively.

Amounts outstanding under the Amended Credit Facility bear interest, at our 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 subsidiary that is a borrower, 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) and 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 0.25% and 0.75% and the spread over the LIBOR and for the 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 thereto.

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In addition to paying interest on outstanding principal, the Company (and certain of our subsidiaries that also are permitted to borrow under the facility) are 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 (i.e., the difference between the commitment amount and the daily average balance of loans plus letter of credit liabilities).

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

In addition to funded borrowings under the Amended Credit Facility, the Credit Facility Agreement also provides collateral for certain letters of credit that we may obtain thereunder and for certain derivative obligations that are identified by us from time to time.

The Amended Credit Facility permits stock repurchases, the payment of dividends and the prepayment/repurchase of our debt, the 3.50% Convertible Senior Notes due 2024 (the “2024 Notes”) and the 8¹/₄% Senior Notes due 2011 (the “2011 Notes” and collectively, with the 2024 Notes, the “Bonds”). Stock repurchases, dividends and (with respect to the Bonds, if not made from the proceeds of new debt or equity) prepayment/repurchase of 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 would be prohibited from prepaying/repurchasing any of the Bonds until the applicable maturity date (except from the proceeds of new debt or equity) and would be 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 $15 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 Amended Credit Facility also contains covenants that, among other things, restrict the Company and its subsidiaries with respect to the incurrence of debt, the creation of liens, transactions with affiliates, mergers and consolidations, sales of assets and acquisitions. The Amended Credit Facility also requires that, if availability under the Amended 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 includes defaults 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 Amended 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 Amended Credit Facility will become immediately due and payable.

Proceeds from Amended Credit Facility borrowings and repayments of Amended 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 Amended Credit Facility represent borrowings under the Amended Credit Facility with original maturities less than three months.

Securitization Facility

On January 26, 2007, Ryerson Funding LLC (the “SPV”), a wholly owned special purpose subsidiary of Joseph T. Ryerson & Son, Inc. (the “Originator’) entered into a 5-year, $450 million revolving securitization facility (the “Securitization Facility”). In connection with the Securitization Facility, the Originator will sell and/or contribute accounts receivables to the SPV. The SPV will thereafter make borrowings from the lenders secured by the receivables. The SPV’s purchase of receivables from the Originator is financed through the simultaneous borrowings from lenders secured by the purchased receivables, together with cash contributed to it by the Originator and advances made by the Originator under an inter-company note.

At June 30, 2007, the Company had outstanding borrowings of $350 million under the facility and $98 million available under the $450 million revolving securitization facility. The weighted average interest rate on the borrowings under the revolving securitization facility was 6.0 percent at June 30, 2007.

Amounts outstanding under the Securitization Facility bear interest, at our option, at a rate determined by reference to the base rate (the greater of the Federal Funds Rate plus 0.50% and the rate on corporate loans at large U.S. money center commercial banks) or a LIBOR rate, or a commercial paper rate based upon the sale of pooled commercial paper. The spread over the base rate is 2.0%

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and the spread over the LIBOR and for commercial paper is between 0.55% and 0.90%, 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 thereto.

In addition to paying interest on outstanding principal, the Company (and certain of our subsidiaries that also are permitted to borrow under the facility) are required to pay a commitment fee of up to 0.35% of the daily average unused portion of the committed loans under the Securitization Facility (i.e., the difference between the commitment amount and the daily average balance of loans).

Borrowings under the Securitization Facility are secured by first-priority liens on all of the accounts receivables sold or contributed to the SPV by the Originator and related assets of the SPV. Availability of funding under the facility depends primarily upon the outstanding trade accounts receivable balance from time to time. Aggregate availability is determined by using a formula that reduces the gross receivables by factors that take into account historical default and dilution rates, average days of sales outstanding and costs of the facility.

The Securitization Facility contains covenants that, among other things, restrict the SPV with respect to the incurrence of debt, the creation of liens, transactions with affiliates, mergers and consolidations, sales of assets and acquisitions. The Securitization Facility includes defaults upon (among other things) the occurrence of a change of control of the SPV and a cross-default to other financing arrangements. The Company is currently in compliance with these covenants.

If the SPV or Originator becomes insolvent or commences bankruptcy proceedings, all amounts borrowed under the Securitization Facility will become immediately due and payable.

The facility is accounted for as a secured borrowing, resulting in the funding and related Receivables being shown as liabilities and assets, respectively, on the Company’s consolidated balance sheet and the costs associated with the facility being recorded as interest expense.

$175 Million 3.50% Convertible Senior Notes due 2024

At June 30, 2007, $175 million of the 2024 Notes remain outstanding. The 2024 Notes pay interest semi-annually and are fully and unconditionally guaranteed by Ryerson Procurement Corporation, one of our wholly-owned subsidiaries, on a senior unsecured basis and are convertible into common stock of Ryerson 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 Ryerson 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., Ryerson Procurement Corporation and The Bank of New York Trust Company, N.A., as Trustee, for the 2024 Notes (the “2024 Notes Indenture”)) that occurs at any time prior to maturity of the 2024 Notes.

The 2024 Notes are convertible into shares of common stock of Ryerson 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 Ryerson’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 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 common stock of Ryerson; (4) if we call the 2024 Notes for redemption; or (5) upon the occurrence of certain corporate transactions.

As of June 30, 2007, the condition discussed in (1) above, had occurred as the last reported sale price of Ryerson’s common stock was greater than 125% of the conversion price for more than 20 of the trading days in the period of the 30 consecutive trading days ending on the last trading day of the quarter ending June 30, 2007, and as a result, the holders of the 2024 Notes have the right to convert their notes during the third quarter of 2007. None of the other triggering events have occurred. The Company does not anticipate that holders will exercise their right to convert the 2024 Notes, as the market price of the 2024 Notes is currently above the estimated conversion value. But in the event some or all of the 2024 Notes are converted, the Company believes that cash flows from operations and its Credit and Securitization Facilities described above will provide sufficient funds to repay the cash portion of the conversion. In the event all of the 2024 Notes were converted as of June 30, 2007, the Company would have issued approximately 3.5 million shares of common stock.

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The 2024 Notes are convertible into the common stock of Ryerson 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 Ryerson (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 the 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, Ryerson will deliver cash equal to the lesser of the aggregate principal amount of the 2024 Notes being converted and Ryerson’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 June 30, 2007, $150 million of 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 June 30, 2007, the 2011 Notes did not have an investment grade rating.

Under the terms of the indentures governing the 2011 Notes, a change in control of the Company gives each note holder the right to require the Company to repurchase all or any part of such holder’s notes at a purchase price in cash equal to accrued and unpaid interest plus 101% of the principal amount of the 2011 Notes.

Pension Funding

At December 31, 2006, pension liabilities exceeded trust assets by $74 million after considering the effects of the plans’ measurement date change to December 31 (See Note 5, “RETIREMENT BENEFITS,” in Item 1, “FINANCIAL STATEMENTS” in this Quarterly Report on Form 10-Q). The Company anticipates that it will not have any required pension contribution funding under the Employee Retirement Income Security Act of 1974 (“ERISA”) in 2007 but could have sizable future pension contribution requirements for the Ryerson Pension Plan, into which the Integris Pension Plan was merged in 2005 and the Lancaster Steel Company pension plan was merged at December 31, 2006. In order to improve the funding level, the Company made a $10 million voluntary contribution to the Ryerson Pension Plan in April 2007. Future contribution requirements depend on the investment returns on plan assets, the impact of discount rates on pension liabilities, 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 and Securitization Facilities described above will provide sufficient funds if the Company elects to make any additional voluntary contributions in 2007.

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Contractual Obligations

The following table presents contractual obligations at June 30, 2007:

	Payments Due by Period
Contractual Obligations*	Total		Less than 1 year		1 – 3 years		4 – 5 years		After 5 years
	(In millions)
Long-Term Notes	$	150	$	—	$	—	$	150	$	—
Convertible Senior Note		175		175		—		—		—
Credit Facility		201		—		—		201		—
Securitization Facility		350		—		—		350		—
Interest on Long-Term Notes, Convertible Senior Note, Credit Facility and Securitization Facility		317		53		105		84		75
Purchase obligations		171		171		—		—		—
Operating leases		88		25		27		16		20
Total	$	1,452	$	424	$	132	$	801	$	95

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

Subsequent Event

On July 24, 2007, Ryerson Inc. (the “Company”) entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Rhombus Holding Corporation (“Parent”) and Rhombus Merger Corporation (“Sub”), a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, Sub will be merged with and into the Company with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”). Parent is owned by a private investment fund affiliated with Platinum Equity, LLC.

Pursuant to the terms of the Merger Agreement and subject to the conditions thereof, Parent will acquire all of the outstanding shares of the Company’s common stock and Series A $2.40 Cumulative Convertible Preferred Stock for an amount of $34.50 per share in cash.

The Merger Agreement contains a “go shop” provision pursuant to which the Company has the right to initiate, solicit and encourage third-party acquisition proposals through August 18, 2007. After that date, the Company is subject to certain restrictions on its ability to solicit third-party acquisition proposals.

The Merger Agreement contains customary representations and warranties by the Company, Parent and Sub. The Merger Agreement also contains customary covenants and agreements, including with respect to the operation of the business of the Company and its subsidiaries between signing and closing, governmental filings and approvals, public disclosures and similar matters.

The Merger Agreement contains certain termination rights for the Company and Parent, and further provides that if the Merger Agreement is terminated under certain circumstances, the Company or Parent will be required to pay the other a termination fee of $25 million. The Company is required to pay a termination fee of $15 million if the Merger Agreement is terminated under certain circumstances related to the “go-shop” period. In addition to the termination fee, the Company may be required to reimburse Parent for up to $5 million in expenses if the Merger Agreement is terminated under certain circumstances.

Consummation of the Merger is not subject to a financing condition, but is subject to various other conditions, including approval of the Merger by the Company’s stockholders, expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other customary closing conditions.

Recent Accounting Pronouncements

See Notes to Condensed Consolidated Financial Statements for recent pronouncements in Item 1, “FINANCIAL STATEMENTS” in this Quarterly Report on Form 10-Q.

Outlook

During the first half of 2007, high inventory levels throughout the supply chain which existed at the end of 2006 put downward pressure on industry and Company volume. Other than the typical seasonal slowdowns, the Company anticipates market conditions in the second half of 2007 to be stable, as somewhat slower demand in markets impacted by trends in the housing and automotive sectors offset any benefit from reduced inventory levels. Pricing levels during the first half of 2007 increased largely due to the impact of rising nickel surcharges on stainless steel. The Company expects to see a significant short term reversal of this trend in the third quarter as nickel prices have declined, but continued pricing volatility is expected during 2007.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

In January 2006, the Company entered into forward agreements for $100 million of pay fixed, receive floating interest rate swaps to effectively convert the interest rate from floating to fixed through July 2009. These interest rate swaps were designated as cash flow hedges under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activity” (“SFAS 133”) and had an asset value of approximately $1 million at June 30, 2007.

In August 2006, the Company entered into forward agreements for $60 million of pay fixed, receive floating interest rate swaps to effectively convert the interest rate from floating to fixed through August 2009. These interest rate swaps were designated as cash flow hedges under SFAS 133 and had a liability value of approximately $0 million at June 30, 2007.

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 $26 million outstanding at June 30, 2007, and a liability value of $1 million. 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

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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 June 30, 2007 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 $1,018 million at June 30, 2007 and $1,262 million at December 31, 2006, as compared with the carrying value of $876 million at June 30, 2007 and $1,207 million at December 31, 2006. Approximately 37.1% and 26.9% of the Company’s debt was at fixed rates of interest at June 30, 2007 and December 31, 2006, respectively. However, the Company has entered into interest rate swaps totaling $160 million of notional value, which effectively increases the fixed portion of debt to 55.4% of outstanding as of June 30, 2007.

Item 4. Controls and Procedures

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 June 30, 2007. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that as of June 30, 2007, the Company’s disclosure controls and procedures were effective.

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 period covered by this Quarterly Report on Form 10-Q (“Report”). They have concluded that there have been no changes in the Company’s internal control over financial reporting during the period covered by this Report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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. On August 7, 2006, the U.S. Court of Appeals for the Tenth Circuit issued a ruling affirming in part and reversing in part the district court judgment in favor of defendants, and sent the case back to the district court for reconsideration of the summary judgment in light of guidance provided by the Tenth Circuit opinion. On November 17, 2006, the defendants filed a second Motion for Summary Judgment with the United States District Court for the Western District of Oklahoma addressing the issues raised by the Court of Appeals. On July 27, 2007, the District Court denied the defendants’ motion, but reserved decision on the portion of the motion addressing Plaintiff’s damage claim. The Company continues to believe this suit is without merit and intends to vigorously defend its position in this matter. 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.

The Company, the members of its Board of Directors, Rhombus Holding Corporation and Rhombus Merger Corporation have been named as defendants in a purported class action lawsuit brought by Sidney A. Brumitt and Kathleen B. Leffew in the Circuit Court of Cook County, Illinois. Plaintiffs allege breach of fiduciary duty by the individual directors in connection with the acquisition contemplated by the Agreement and Plan of Merger, dated as of July 24, 2007, by and among the Company, Rhombus Holding Corporation and Rhombus Merger Corporation, and aiding and abetting liability on the part of the Company, Rhombus Holding Corporation and Rhombus Merger Corporation. Plaintiffs seek certain equitable relief, including enjoining the acquisition, attorney’s fees and other fees and costs. The Company and the Board believe that this suit is without merit and intend to vigorously defend their positions in this matter.

The Company and the members of the Board of Directors have been named as defendants in a purported class action lawsuit brought by L.A. Murphy in the Circuit Court of Cook County, Illinois. Plaintiff alleges breach of fiduciary duty by defendants in connection with the transaction contemplated by the Agreement and Plan of Merger, dated as of July 24, 2007, by and among the Company, Rhombus Holding Corporation and Rhombus Merger Corporation. Plaintiff seeks certain equitable relief, including attorney’s fees and other fees. The Company and the Board believe that this suit is without merit and intend to vigorously defend their positions in this matter.

Item 6. Exhibits

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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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

RYERSON INC.
By:	/s/ Lily L. May
	Lily L. May
	Vice President, Controller and Chief Accounting Officer

Date: August 1, 2007

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EXHIBIT INDEX

Exhibit Number	Description
2.1	Agreement and Plan of Merger by and among Rhombus Holding Corporation, Rhombus Merger Corporation, and Ryerson Inc. dated July 24, 2007 (Filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 24, 2007 (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
(a)	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.)
(b)	Amendment to Rights Agreement dated as of July 24, 2007 by and between the Company and The Bank of New York. (Filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on July 27, 2007 (File No. 1-9117) and incorporated by reference herein.)
4.2	3.50% Convertible Senior Notes due 2024
(a)	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.)
(b)	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.)
(c)	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.)
4.3	8 1/4% Senior Notes due 2011
(a)	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.)
(b)	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.)
(c)	Specimen of 144A 8 1/4 % 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.)
(d)	Specimen of Regulation S 8 1/4% 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.)
4.4	Credit Facility
(a)	Second Amended and Restated Credit Agreement, dated as of January 26, 2007, among Ryerson Inc., Joseph T. Ryerson & Son, Inc., 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 4.4(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 1-9117), and incorporated by reference herein.)
(b)	Second Amended and Restated Guarantee and Security Agreement, dated as of December 20, 2002 and amended and restated as of January 26, 2007 among Ryerson Inc., the U.S. Subsidiaries of Ryerson Inc. party thereto and JPMorgan Chase Bank, N.A., as Collateral Agent (Filed as Exhibit 4.4(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 1-9117), and incorporated by reference herein.)

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Exhibit Number	Description
(c)	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.)
(d)	First Amendment to Amended and Restated Canadian Guarantee and Security Agreement, made as of January 26, 2007, among Ryerson Canada, Inc. and JPMorgan Chase Bank, N.A. as Collateral Agent (Filed as Exhibit 4.4(d) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 1-9117), and incorporated by reference herein.)
4.5	Receivables Securitization Facility
(a)	Receivables Sale and Servicing Agreement dated as of January 26, 2007 by and among certain originators party thereto, Ryerson Funding LLC, as Buyer, Joseph T. Ryerson & Son, Inc., as Servicer, and Ryerson Inc., as Parent (Filed as Exhibit 4.5(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 1-9117), and incorporated by reference herein.)
(b)	Receivables Funding and Administration Agreement dated as of January 26, 2007, by and among Ryerson Funding LLC, as Borrower, the lenders party thereto, the group agents thereto, General Electric Capital Corporation, as Structuring Agent, and JPMorgan Chase Bank, N.A., as Administrative Agent (Filed as Exhibit 4.5(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 1-9117), and incorporated by reference herein.)
10.1*	Employment/Severance, Noncompete Agreements
(a)*	Employment Agreement dated December 1, 1999 as amended and restated January 1, 2006 and as amended through March 10, 2007 between the Company and Neil S. Novich (Filed as Exhibit 10.1(a) to the Company’s Annual Report on Form 10-K/A (Amendment No.1 to Form 10-K) for the year ended December 31, 2006 (File No. 1-9117), and incorporated by reference herein.)
(b)*	Conformed Employment Agreement dated September 1, 1999 as amended and restated January 1, 2006 between the Company and Jay M. Gratz (Filed as Exhibit 10.18 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 1-9117), and incorporated by reference herein.)
(c)*	Conformed Employment Agreement dated September 1, 1999 as amended and restated January 1, 2006 between the Company and Gary J. Niederpruem (Filed as Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 1-9117), and incorporated by reference herein.)
(d)*	Conformed Employment Agreement dated as of July 23, 2001 as amended and restated January 1, 2006 between the Company and James M. Delaney (Filed as Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 1-9117), and incorporated by reference herein.)
(e)*	Employment Agreement dated February 28, 2007 between the Company and Stephen E. Makarewicz (Filed as Exhibit 10.1(e) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 1-9117), and incorporated by reference herein.)

* Management contract or compensatory plan or arrangement

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Exhibit Number	Description
10.2*	Severance Agreements
(a)*	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.)
(b)*	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.)
(c)*	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.)
(d)-1*	Form of Senior Executive Change in Control Agreement (Filed as Exhibit 10.2(d)-1 to the Company’s Current Report on Form 8-K filed on May 17, 2007 (File No. 1-9117) and incorporated by reference herein.)
(d)-2*	Schedule to Form of Senior Executive Change in Control Agreement referred to in Exhibit 10.2(d)-1 (Filed as Exhibit 10.2(d)-1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 1-9117) and incorporated by reference herein.)
(e)-1*	Form of Executive Change in Control Agreement (Filed as Exhibit 10.2(e)-1 to the Company’s Current Report on Form 8-K filed on May 17, 2007 (File No. 1-9117) and incorporated by reference herein.)
(e)-2*	Schedule to Form of Executive Change in Control Agreement referred to in Exhibit 10.2(e)-1 (Filed as Exhibit 10.2(e)-2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 1-9117) and incorporated by reference herein.)
10.3*	Stock Plans
(a)-1*	Ryerson 2002 Incentive Stock Plan, as amended
(a)-2*	Form of pre-2007 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.)
(a)-3*	Form of post-2006 restricted stock award agreement (Filed as Exhibit 10.3(a)-3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 1-9117), and incorporated by reference herein.)
(a)-4*	Form of pre-2007 performance award agreement
(a)-5*	Schedule of 2007 performance stock unit awards to named executive officers (Filed as Exhibit 10.3(a)-5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 1-9117), and incorporated by reference herein.)
(a)-6*	Form of 2007 performance award agreement
(b)*	Schedule of special incentive awards to certain named executive officers (Filed as Exhibit 10.3(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 1-9117), and incorporated by reference herein.)
(c)*	Ryerson 1999 Incentive Stock Plan, as amended
(d)*	Ryerson 1996 Incentive Stock Plan, as amended
(e)*	Ryerson 1995 Incentive Stock Plan, as amended

* Management contract or compensatory plan or arrangement

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Exhibit Number	Description
(f)-1*	Directors’ Compensation Plan, as amended through November 28, 2006 (Filed as Exhibit 10.3(f)-1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 1-9117), and incorporated by reference herein.)
(f)-2*	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.)
10.4*	Annual Incentive Plan
(a)*	Ryerson Annual Incentive Plan, as amended
(b)*	2007 Performance Measures for Annual Incentive Plan (Filed as Exhibit 10.4(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 1-9117), and incorporated by reference herein.)
10.5*	Ryerson Supplemental Retirement Plan for Covered Employees, as amended (Filed as Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 1-9117), and incorporated by reference herein.)
10.6*	Ryerson Nonqualified Savings Plan, as amended
10.7*	Excerpt of Company’s Accident Insurance Policy as related to outside directors insurance (Filed as Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 1-9117), and incorporated by reference herein.)
10.8*	Form of Indemnification Agreement, between the Company and the parties listed on the schedule thereto (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 27, 2007 (File No. 1-9117), and incorporated by reference herein.)
10.8(a)*	Schedule to Form of Indemnification Agreement referred to in Exhibit 10.8 (Filed as Exhibit 10.8(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 1-9117), and incorporated by reference herein.)
10.9*	Named Executive Officer Merit Increases effective January 28, 2007 (Filed as Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 1-9117), and incorporated by reference herein.)
10.10*	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.)
10.11*	Excerpt of Company’s Directors and Officers Insurance Policy (Filed as Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 1-9117), and incorporated by reference herein.)
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

* Management contract or compensatory plan or arrangement

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EX-10.3A1

EXHIBIT 10.3(a)-1

RYERSON 2002 INCENTIVE STOCK PLAN

(As amended through May 11, 2007)

1. Purpose.

The purpose of the Ryerson 2002 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 “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 (or an officer acting pursuant to Section 4) 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 (or an officer acting pursuant to Section 4) 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 Securities Exchange Act of 1934 (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.

(a) Number of Shares Available for Awards. 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) 2,500,000 and (2) the total number of shares available for issuance, but not issued, under the Ryerson 1995 and Ryerson 1999 Incentive Stock Plan (the “Prior Plans”), including shares described in the last paragraph of this Section 3. 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.

(b) Annual Award Limits. The following limits (each an “Annual Award Limit” and, collectively, “Annual Award Limits”) shall apply to grants of awards under the Plan that are intended to comply with the “Performance-Based Exception” (defined below in this Section 3):

(i) 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 fiscal year of the Company shall be 400,000, plus the amount of the participant’s unused Annual Award Limit for shares of Common Stock as of the close of the previous fiscal year; and

(ii) the maximum aggregate cash payout with respect to grants or awards under the Plan in any fiscal year of the Company to any participant shall be equal to the fair market value (determined as of the date of vesting or payout, as applicable) of 400,000 shares of Common Stock, plus the number of shares of Common Stock in the participant’s unused Annual Award Limit for cash awards as of the close of the previous fiscal year.

If the Committee determines that an award to a Named Executive Officer shall not be designed to comply with the Performance-Based Exception, the Annual Award Limits shall not apply to such award. 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.

(c) Share Usage. Except to the extent otherwise determined by the Committee, any shares of Common Stock subject to grants or awards under the Plan or the Prior Plans that terminate by expiration, cancellation or otherwise without the issuance of such shares, 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; provided, however, the following shares of Common Stock shall not be added back to the number of shares of Common Stock available for future grants and awards under the Plan: (i) shares that are used to exercise a stock option, (ii) shares that are withheld to satisfy tax withholding, (iii) shares purchased with the proceeds of a stock option exercise, and (iv) shares under a stock appreciation right that is settled in shares of Common Stock, including shares in excess of the net shares delivered on exercise of the stock appreciation right. 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”). 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 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, subject in each case to the terms and conditions of the Plan; and (d) to prescribe the form of agreement, certificate or other instrument evidencing the grant; provided, however, that without approval of the Company’s shareholders, in no event shall the Committee 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. Notwithstanding the foregoing, the Committee or the Board, subject to the terms and conditions of the Plan may, by resolution adopted by it, authorize the Chairman of the Board or President of the Company to make grants or awards of stock options, stock appreciation rights, restricted stock or performance awards, not to exceed such number of shares as the Committee or Board shall specify in such resolution, and to have the authority of the Committee with respect to such grants or awards, to such employees of the Company and its subsidiaries who are not subject to section 16(a) of the Exchange Act; provided, however, that no such officer shall be authorized to designate himself for any such grant or award. 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 Effective Date of the Plan is May 8, 2002, the date of approval by the stockholders 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.

(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%

2

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, except as otherwise specifically provided by the terms of the option, 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.

(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. Except as otherwise provided by the terms of the grant (or, for a grant made prior to January 1, 2004, the terms of the Plan as in effect on the date of grant) or as thereafter determined by the Committee, a stock option shall expire as of the date on which the optionee ceases to be employed by the Company and its subsidiaries for any reason.

(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, provided, however, in no event shall a stock option be granted in tandem with dividend equivalent rights.

7. Stock Appreciation Rights.

(a) Grants. Subject to the terms of the Plan, stock appreciation 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 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

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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. Except as otherwise provided by the terms of the grant (or, for a grant made prior to January 1, 2004, the terms of the Plan as in effect on the date of grant), or as thereafter determined by the Committee, a stock appreciation right shall expire as of the date on which the holder ceases to be employed by the Company and its subsidiaries for any reason. 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; provided, however, in no event shall a stock appreciation right be granted with tandem dividend equivalent rights.

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 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

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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 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 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 subsidiaries 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 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 shall be made no later than 2-1/2 months following the end of the calendar year in which the performance period ends. If such award consists of monetary units or units expressed in terms of shares of Common Stock, payment 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.

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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; revenue growth; revenue growth compared to market; market share; 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 invested 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 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.

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11. Adjustments for Changes in Capitalization, etc.

Subject to the provisions of Section 12 herein and to the extent permitted under Section 409A of the Code and the Regulations thereunder, 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 ordinary 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 subsidiaries, an 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) Change in Control Payment. In the event of a “Change in Control” as defined in paragraph (c) of this Section 12, each holder of outstanding stock options, stock appreciation rights, and restricted stock awards (whether or not then fully exercisable or vested) shall receive an amount equal to the product of (x) the amount, if any, by which the “Change in Control Price”, as defined in paragraph (d) of this Section 12, exceeds the closing price of a share of common stock of the Company as reported on the New York Stock Exchange Composite Transactions (or, where the Company’s shares are no longer listed on the New York Stock Exchange, the closing price of a share of common stock of the Company on such other established securities market on which the common stock of the Company is traded) on the last trading date prior to the Change in Control and (y) the number of shares of the Company’s common stock covered by all stock options, stock appreciation rights and restricted stock awards granted the holder under the Company’s stock option plans and held on the date of the Change in Control. The Compensation Committee shall determine, in its sole discretion, whether the amount provided by this Section 12(a) is to be paid to you in cash or in shares of common stock of the Company. Where the Compensation Committee determines that payment is to be made in common stock of the Company, holders will receive the whole number of shares of the Company’s common stock obtained by dividing the amount provided by this Section 12(a) by the closing price of a share of common stock of the Company as reported on the New York Stock Exchange Composite Transactions (or, where the Company’s shares are no longer listed on the New York Stock Exchange, the closing price of a share of common stock of the Company on such other established securities market on which the common stock of the Company is traded) on the last trading date prior to the Change in Control (plus cash in lieu of any fractional share). Notwithstanding anything in this Section 12(a), the Committee may, if it opts to vest restricted stock awards in lieu of settling such awards pursuant to Section 12(b), choose not to make any payment with respect to restricted stock awards pursuant to this Section 12(a).

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(b) Acceleration of Benefits.

(i) Stock Options and Stock Appreciation Rights. 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 (c) of this Section 12, all outstanding stock options and stock appreciation rights shall vest, whether or not otherwise exercisable. At the election of the holder, filed in such form and manner and at such time as the Committee shall provide, such holder’s stock options and stock appreciation rights shall remain outstanding (unless otherwise prohibited by the terms of the documents governing the Change in Control), or shall be settled on the basis of the closing price of a share of the Company’s common stock as reported on the New York Stock Exchange Composite Transactions (or, where the Company’s shares are no longer listed on the New York Stock Exchange, the closing price of a share of the Company’s common stock reported on such other established securities market on which the Company’s shares are traded) on the last trading date prior to the Change in Control, provided that the form of such settlement shall be determined by the Committee in its sole discretion.

(ii) Restricted Stock Awards. 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 (c) of this Section 12, the value of all restricted stock awards (whether or not then fully exercisable or vested) shall be settled on the basis of the closing price of a share of the Company’s common stock as reported on the New York Stock Exchange Composite Transactions (or, where the Company’s shares are no longer listed on the New York Stock Exchange, the closing price of a share of the Company’s common stock reported on such other established securities market on which the Company’s shares are traded) on the last trading date prior to the Change in Control, provided, however, that the Committee may in its sole discretion provide for the immediate vesting instead of the cashing out of restricted stock awards in such circumstances as it deems appropriate.

(iii) Performance Awards. 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.

(c) 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 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 or any of its subsidiaries, (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 the Company in substantially the same proportions as their ownership

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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 voting securities of the Company (not including in the voting securities beneficially owned by such person any voting securities acquired directly from the Company or its affiliates) representing 20% or more of the combined voting power of the Company’s then outstanding voting securities;

(ii) during any period of two consecutive years (not including any period prior to May 11, 2007), individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company’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 (collectively, “Continuing Directors”), cease for any reason to constitute a majority thereof; provided, however, that any director who assumes office in connection with an agreement with the Company to effect a transaction described in clauses (i), (iii) or (iv) of this paragraph (c) or any new director who assumes office in connection with or as a result of an actual or threatened proxy or other election contest of the Board shall never be (at any time) a Continuing Director for purposes of this paragraph (c), and the nomination or election of such person shall never constitute, or be deemed to constitute, an approval by the Continuing Directors for purposes of this paragraph (c);

(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 or the direct or indirect parent thereof), in combination with the ownership of any trustee or other fiduciary holding voting securities under an employee benefit plan of the Company or any of its subsidiaries, at least 60% of the combined voting power of the voting securities of the Company or such surviving entity or the direct or indirect parent thereof 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 40% of the combined voting power of the Company’s then outstanding voting securities;

(iv) the holders of voting securities 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; or

(v) there occurs any other event that the Board deems to be a Change in Control.

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(d) 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 (c)(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 (c)(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 20% 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 (d)(i) of this Section 12) or a change in the composition of the Board of Directors described in paragraph (c)(ii) of this Section 12, or stockholder approval of an agreement or plan described in paragraph (c)(iv) of this Section 12, with respect to awards to the extent vested on or prior to December 31, 2004, 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 immediately prior to the date such change in control of the Company occurs and, with respect to awards to the extent vesting after December 31, 2004, the 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) on the date immediately prior to the date such Change in Control of the Company occurs, except that the determination of such price may be modified in order to comply with Section 409A and 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 shall be made for which stockholder approval is necessary to comply with any applicable tax or regulatory requirement, 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.

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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.

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 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 required Federal, state and local withholding tax rates then in effect that are applicable to the participant and to the particular transaction.

(e) Nontransferability. Except as permitted by the Committee, and subject to the following provisions of this Section 15(e), 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. In no event may a participant transfer any award under the Plan for value to an unrelated third party.

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EX-10.3A4

Exhibit 10.3(a)-4

Ryerson Inc.

2002 Incentive Stock Plan

Performance Award Agreement

(pre-2007)

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

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

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

(over)

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

1. Settlement of Award. The number of Performance Share Units earned by you shall be determined in accordance with the provisions of Exhibit 1, which is attached to and forms a part of this Agreement. You may elect from time to time to receive payment of any earned Performance Share Units payable to you under this Agreement in cash or in Common Stock, or a combination thereof, provided that any earned Performance Share Units in excess of the Common Stock Cap shall be paid in cash. Under Section 9(c) of the Plan and subject to the Common Stock Cap, for each Performance Share Unit earned by you, the Company shall deliver to you (a) one share of Common Stock or (b) cash equal to the Fair Market Value of one share of Common Stock. For earned Performance Share Units paid in shares of Common Stock, any fractional shares of Common Stock shall be rounded to the nearest whole share of Common Stock. The Fair Market Value of Common Stock shall have the definition provided in the Plan and in any rules adopted by the Committee.

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

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

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

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

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

Subject to Section 6, below, if you retire under Normal Retirement, suffer a Disability, or are terminated involuntarily for reasons other than Cause during the Performance Cycle, you shall be eligible only for that proportion of the number of Performance Share Units earned for such Performance Cycle that your number of full months of participation during the Performance Cycle bears to 48 months. “Cause” has the same meaning ascribed to it in the Employment Agreement between you and the Corporation or, if you are not party to an Employment Agreement, in the form of employment agreement approved by the Compensation Committee and in effect at the date of your termination.

Subject to Section 6, below, in the event of your death, the Performance Cycle for this award will be deemed to end at December 31 of the year of your death, attainment of the Performance Measures will be computed as of that December 31, and you shall be eligible only for that proportion of the number of Performance Share Units deemed earned for such deemed Performance Cycle that your number of full months of participation during the Performance Cycle bears to 48 months. Your beneficiary shall be entitled to the Performance Share Units to which you otherwise would have been entitled under the same conditions as would have been applicable to you.

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

3. [INTENTIONALLY DELETED]

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

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

6. Change in Control. In the event of a Change in Control of the Company, any performance award that has not been settled prior to or as of the effective date of the Change in Control of the Company will be cashed out and you will be paid an amount equal to (i) the Change in Control Price, multiplied by (ii) the number of Performance Share Units based on the greater of 100% of target Performance Measure attainment and actual Performance Measure attainment, and further multiplied by (iii) a fraction, the denominator of which is the number of months in the performance cycle, and the numerator of which is the number of whole months (rounded up, if not a multiple of 12, to the number that is the number of months that is the next highest multiple of 12) of the Performance Cycle elapsed prior to the date of the Change in Control of the Company (or, in the case of your termination due to Normal Retirement (as defined in the Ryerson Pension Plan) or your death prior to the Change in Control of the Company, the numerator in the above equation shall be the number of months (rounded to the nearest whole number) of the Performance Cycle elapsed prior to such Normal Retirement or death); provided, however, that if the Company’s market capitalization as of the date of the Change in Control is less than $250 million, “30%” shall be substituted for “100%” in clause (ii) above; and, provided further, that the foregoing amount shall be in lieu of any other payment with respect to this performance award, and if you receive any payment with respect to this performance award after the Change in Control, but prior to your Date of Termination, it shall reduce, but not below zero, the amount to which you are entitled under this paragraph (6) for this award. Notwithstanding anything to the contrary herein, any award amounts payable to you pursuant to this Section 6 in the event of a Change in Control shall be paid to you upon the effective date of such Change in Control, provided that in determining whether target or actual Performance Measure attainments are greater, calculations of actual Performance Measure attainments for any year of the Performance Cycle that has not yet then concluded, if applicable, shall be determined based on the average actual performance in respect of those full months that have elapsed during the then-current year of the Performance Cycle as of the effective date of the Change in Control; provided that if the Change in Control occurs in the first calendar quarter of a year, the actual Performance Measure attainment for such year shall be deemed to be the actual Performance Measure attainment for the immediately preceding year.

7. Miscellaneous.

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

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

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

Exhibit 1

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

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

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

200X Award of Performance Share Units Earned and Payable at December 31, 200X

Actual Average RONA for the Performance Cycle	RONA as a Percent of Performance Measurement Target	Performance Share Units Earned as a Percent of Target Award Amount	Target Award Amount (Number of Performance Share Units in the Initial Award)	Performance Share Units Earned (Number of Shares * / Value Cap)
Less than [_]%	Less than [__]%	[__]%	_________	0
[__]%	[__]%	[__]% *	_________	_______ *
[__]%	[__]%	[__]% *	_________	_______ *
[__]%	[__]%	[__]%	_________	_______
[__]%	[__]%	[__]% *	_________	_______ *
[__]%	[__]%	[__]% *	_________	_______ *
				shares/$_____ but not less than _____ shares

* Subject to the Value Cap and the Common Stock Cap described below.

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

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

• The Common Stock Cap is a limit on the number of shares of Common Stock that can be delivered in payment of earned Performance Share Units. The Common Stock Cap is equal to the lesser of (a) 50% of the Performance Share Units earned and payable hereunder, and (b) the initial number of Performance Share Units granted under this Agreement. To the extent that the number of earned Performance Share Units exceeds the Common Stock Cap, the excess Performance Share Units will be paid in cash.

EX-10.3A6

Exhibit 10.3(a)-6

Ryerson Inc.

2002 Incentive Stock Plan

2007-2010 Performance Award Agreement

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

Participant:
Number of Performance Share Units Granted:
Date of Grant:	January 24, 2007
Beginning of Performance Cycle:	January 1, 2007
End of Performance Cycle:	December 31, 2010
Performance Measure:	Return on Net Assets (“RONA”)
Performance Measurement Threshold:	4-year average RONA = 4.1 %
Performance Measurement Target:	4-year average RONA = 6.2 %
Performance Measurement Cap:	4-year average RONA = 8.2 %
Maximum Number of Performance Share
Units Payable (subject to the Value Cap):

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

5/11/07

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

1. Settlement of Award. The number of Performance Share Units earned by you shall be determined in accordance with the provisions of Exhibit 1, which is attached to and forms a part of this Agreement. Payment of any earned Performance Share Units payable to you under this Agreement shall be paid 30% in Common Stock, and 70% shall be paid in cash. Under Section 9(c) of the Plan, for each Performance Share Unit earned by you, the Company shall deliver to you (a) one share of Common Stock or (b) cash equal to the Fair Market Value of one share of Common Stock. For earned Performance Share Units paid in shares of Common Stock, any fractional shares of Common Stock shall be rounded to the nearest whole share of Common Stock. The Fair Market Value of Common Stock shall have the definition provided in the Plan and in any rules adopted by the Committee.

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

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

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

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

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

Subject to Section 6, below, if you retire under Normal Retirement, suffer a Disability, or are terminated involuntarily for reasons other than Cause during the Performance Cycle, you shall be eligible only for that proportion of the number of Performance Share Units earned for such Performance Cycle that your number of full months of participation during the Performance Cycle bears to 48 months. “Cause” has the same meaning ascribed to it in the Employment Agreement between you and the Corporation or, if you are not party to an Employment Agreement, in the form of employment agreement approved by the Compensation Committee and in effect at the date of your termination.

Subject to Section 6, below, in the event of your death, the Performance Cycle for this award will be deemed to end at December 31 of the year of your death, attainment of the Performance Measures will be computed as of that December 31, and you shall be eligible only for that proportion of the number of Performance Share Units deemed earned for such deemed Performance Cycle that your number of full months of participation during the Performance Cycle bears to 48 months. Your beneficiary shall be entitled to the Performance Share Units to which you otherwise would have been entitled under the same conditions as would have been applicable to you.

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

3. [INTENTIONALLY DELETED]

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

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

6. Change in Control. In the event of a Change in Control of the Company, any performance award that has not been settled prior to or as of the effective date of the Change in Control of the Company will be cashed out and you will be paid an amount equal to (i) the Change in Control Price, multiplied by (ii) the number of Performance Share Units based on the greater of 100% of target Performance Measure attainment and actual Performance Measure attainment, and further multiplied by (iii) a fraction, the denominator of which is the number of months in the performance cycle, and the numerator of which is the number of whole months (rounded up, if not a multiple of 12, to the number that is the number of months that is the next highest multiple of 12) of the Performance Cycle elapsed prior to the date of the Change in Control of the Company (or, in the case of your termination due to Normal Retirement (as defined in the Ryerson Pension Plan) or your death prior to the Change in Control of the Company, the numerator in the above equation shall be the number of months (rounded to the nearest whole number) of the Performance Cycle elapsed prior to such Normal Retirement or death); provided, however, that if the Company’s market capitalization as of the date of the Change in Control is less than $250 million, “30%” shall be substituted for “100%” in clause (ii) above; and, provided further, that the foregoing amount shall be in lieu of any other payment with respect to this performance award, and if you receive any payment with respect to this performance award after the Change in Control, but prior to your Date of Termination, it shall reduce, but not below zero, the amount to which you are entitled under this paragraph (6) for this award. Notwithstanding anything to the contrary herein, any award amounts payable to you pursuant to this paragraph 6 in the event of a Change in Control shall be paid to you upon the effective date of such Change in Control, provided that in determining whether target or actual Performance Measure attainments are greater, calculations of actual Performance Measure attainments for any year of the Performance Cycle that has not yet then concluded, if applicable, shall be determined based on the

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average actual performance in respect of those full months that have elapsed during the then-current year of the Performance Cycle as of the effective date of the Change in Control; provided that if the Change in Control occurs in the first calendar quarter of a year, the actual Performance Measure attainment for such year shall be deemed to be the actual Performance Measure attainment for the immediately preceding year.

7. Miscellaneous.

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

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

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

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Exhibit 1

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

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

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

2007 Award of Performance Share Units Earned and Payable at December 31, 2010
Actual Average RONA for the Performance Cycle	RONA as a Percent of Performance Measurement Target		Performance Share Units Earned as a Percent of Target Award Amount		Target Award Amount (Number of Performance Share Units in the Initial Award)	Performance Share Units Earned (Number of Shares * / Value Cap)
Less than 4.1 %	Less than 66.4	%	0	%	_______	0
4.1%	66.4	%	30	%	_______	_______
5.2%	82	%	85	%	_______	_______
6.2%	100	%	100	%	_______	_______
7.2%	117.4	%	115	% *	_______	_______	*
8.2%	141.2	%	200	% *	_______	_______	*
						shares / $_____ but not less than _____ shares

* Subject to the Value Cap described below.

Note: Performance Share Units earned above a threshold average RONA over the Performance Cycle of 4.1% will be interpolated from the above chart, up to a maximum number of Performance Share Units earned at the Performance Measurement Cap of 8.2%, which maximum is the lesser of (1) ______ share units and (2) the Value Cap of $            , but in no event less than ______ share units (the initial award of Performance Share Units).

The Value Cap is a limit on the total economic value of what may be earned that can impact the share units earned as follows: Performance Share Units can be earned only up to the point that the total economic value of all share units earned by a participant does not exceed two times the economic value of the initial award (except as noted below). The economic value of the initial award is computed by multiplying 100% of the Performance Share Units underlying the initial award by the 12-month average price of Company Common Stock (excluding the highest and lowest prices) prior to the grant date, which price was $25.49. Notwithstanding this Value Cap, if performance is at or above target a participant will receive no less than the initial award of Performance Share Units provided for at the beginning of the cycle.

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EX-10.3C

EXHIBIT 10.3(c)

RYERSON 1999 INCENTIVE STOCK PLAN

(as amended through May 11, 2007)

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 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. 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.

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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 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 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.

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

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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 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 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.

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(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 shall be made no later than 2-1/2 months following the end of the calendar year in which the performance period ends. If such award consists of monetary units or units expressed in terms of shares of Common Stock, payment 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 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, and to the extent permitted under Section 409A of the Code and the regulations thereunder, 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 ordinary 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, an adjustment shall be made in the number and

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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) Change in Control Payment. In the event of a “Change in Control” as defined in paragraph (c) of this Section 12, each holder of outstanding stock options, stock appreciation rights, and restricted stock awards (whether or not then fully exercisable or vested) shall receive an amount equal to the product of (x) the amount, if any, by which the “Change in Control Price”, as defined in paragraph (d) of this Section 12, exceeds the closing price of a share of common stock of the Company as reported on the New York Stock Exchange Composite Transactions (or, where the Company’s shares are no longer listed on the New York Stock Exchange, the closing price of a share of common stock of the Company on such other established securities market on which the common stock of the Company is traded) on the last trading date prior to the Change in Control and (y) the number of shares of the Company’s common stock covered by all stock options, stock appreciation rights and restricted stock awards granted the holder under the Company’s stock option plans and held on the date of the Change in Control. The Compensation Committee shall determine, in its sole discretion, whether the amount provided by this Section 12(a) is to be paid to you in cash or in shares of common stock of the Company. Where the Compensation Committee determines that payment is to be made in common stock of the Company, holders will receive the whole number of shares of the Company’s common stock obtained by dividing the amount provided by this Section 12(a) by the closing price of a share of common stock of the Company as reported on the New York Stock Exchange Composite Transactions (or, where the Company’s shares are no longer listed on the New York Stock Exchange, the closing price of a share of common stock of the Company on such other established securities market on which the common stock of the Company is traded) on the last trading date prior to the Change in Control (plus cash in lieu of any fractional share). Notwithstanding anything in this Section 12(a), the Committee may, if it opts to vest restricted stock awards in lieu of settling such awards pursuant to Section 12(b), choose not to make any payment with respect to restricted stock awards pursuant to this Section 12(a).

(b) Acceleration of Benefits.

(i) Stock Options and Stock Appreciation Rights. 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 (c) of this Section 12, all outstanding stock options and stock appreciation rights shall vest, whether or not otherwise exercisable. At the election of the holder, filed in such form and manner and at such time as the Committee shall provide, such holder’s stock options and stock appreciation rights shall remain outstanding (unless otherwise prohibited by the terms of the documents governing the Change in Control), or shall be settled on the basis of the closing price of a share of the Company’s common stock as reported on the New York Stock Exchange Composite Transactions (or, where the Company’s shares are no longer listed on the New York Stock Exchange, the closing price of a share of the Company’s common stock reported on such other established securities market on which the Company’s shares are traded) on the last trading date prior to the Change in Control, provided that the form of such settlement shall be determined by the Committee in its sole discretion.

(ii) Restricted Stock Awards. 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 (c) of this Section 12, the value of all restricted stock awards (whether or not then fully exercisable or vested) shall be settled on the basis of the closing price of a share of the Company’s common stock as reported on the New York Stock Exchange Composite Transactions (or, where the Company’s shares are no longer listed on the New York Stock Exchange, the closing price of a share of the Company’s common stock reported on such other established securities market on which the Company’s shares are traded) on the last trading date prior to the Change in Control, provided, however, that the Committee may in its sole discretion provide for the immediate vesting instead of the cashing out of restricted stock awards in such circumstances as it deems appropriate.

(iii) Performance Awards. 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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(c) 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 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 or any of its subsidiaries, (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 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 voting securities of the Company (not including in the voting securities beneficially owned by such person any voting securities acquired directly from the Company or its affiliates) representing 20% or more of the combined voting power of the Company’s then outstanding voting securities;

(ii) during any period of two consecutive years (not including any period prior to May 11, 2007), individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company’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 (collectively, “Continuing Directors”), cease for any reason to constitute a majority thereof; provided, however, that any director who assumes office in connection with an agreement with the Company to effect a transaction described in clauses (i), (iii) or (iv) of this paragraph (c) or any new director who assumes office in connection with or as a result of an actual or threatened proxy or other election contest of the Board shall never be (at any time) a Continuing Director for purposes of this paragraph (c), and the nomination or election of such person shall never constitute, or be deemed to constitute, an approval by the Continuing Directors for purposes of this paragraph (c);

(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 or the direct or indirect parent thereof), in combination with the ownership of any trustee or other fiduciary holding voting securities under an employee benefit plan of the Company or any of its subsidiaries, at least 60% of the combined voting power of the voting securities of the Company or such surviving entity or the direct or indirect parent thereof 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 40% of the combined voting power of the Company’s then outstanding voting securities;

(iv) the holders of voting securities 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; or

(v) there occurs any other event that the Board deems to be a Change in Control.

(d) 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 (c)(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 (d)(i) of this Section 12) or a change in the composition of the Board of Directors described in paragraph (c)(ii) of this Section 12, or stockholder approval of an agreement or plan described in paragraph (c)(iv) of this Section 12, with respect to awards to the extent vested on or prior to December 31, 2004, 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 immediately prior to the date such change in control of the Company occurs and, with respect to awards to the extent vesting after December 31, 2004, the price per share of Common Stock reported on the New York Stock Exchange Composite Transactions (or, if such shares are not

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traded on the New York Stock Exchange, such other principal market on which such shares are traded) on the date immediately prior to the date such Change in Control of the Company occurs, except that the determination of such price may be modified in order to comply with Section 409A and 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.

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-10.3D

EXHIBIT 10.3(d)

RYERSON 1996 INCENTIVE STOCK PLAN

(As Amended through May 11, 2007)

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.

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

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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.

(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.

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(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 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.

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(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 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.

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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 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.

(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, (x) a trustee or other fiduciary holding voting securities under an employee benefit plan of the Company or any of its subsidiaries, (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 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 voting securities of the Company (not including in the voting securities beneficially owned by such person any voting securities acquired directly from the Company or its affiliates) representing 20% or more of the combined voting power of the Company’s then outstanding voting securities;

(ii) during any period of two consecutive years (not including any period prior to May 11, 2007), individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company’s security holders was approved by a vote of at least two thirds (2/3) of the

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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 (collectively, “Continuing Directors”), cease for any reason to constitute a majority thereof; provided, however, that any director who assumes office in connection with an agreement with the Company to effect a transaction described in clauses (i), (iii) or (iv) of this paragraph (c) or any new director who assumes office in connection with or as a result of an actual or threatened proxy or other election contest of the Board shall never be (at any time) a Continuing Director for purposes of this paragraph (c), and the nomination or election of such person shall never constitute, or be deemed to constitute, an approval by the Continuing Directors for purposes of this paragraph (c);

(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 or the direct or indirect parent thereof), in combination with the ownership of any trustee or other fiduciary holding voting securities under an employee benefit plan of the Company or any of its subsidiaries, at least 60% of the combined voting power of the voting securities of the Company or such surviving entity or the direct or indirect parent thereof 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 40% of the combined voting power of the Company’s then outstanding voting securities;

(iv) the holders of voting securities 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; or

(v) there occurs any other event that the Board deems to be a Change in Control.

(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 20% 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 (c)(i) 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 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 immediately prior to the date such change in control of the Company occurs, and 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 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.

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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.

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-10.3E

EXHIBIT 10.3(e)

RYERSON 1995 INCENTIVE STOCK PLAN

(as amended through May 11, 2007)

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 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 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.

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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 rules and regulations issued under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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 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,

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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 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 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 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

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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.

(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).

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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 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.

(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, (x) a trustee or other fiduciary holding voting securities under an employee benefit plan of the Company or any of its subsidiaries, (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 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 voting securities of the Company (not including in the voting securities beneficially owned by such person any voting securities acquired directly from the Company or its affiliates) representing 20% or more of the combined voting power of the Company’s then outstanding voting securities;

(ii) during any period of two consecutive years (not including any period prior to May 11, 2007), individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company’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 (collectively, “Continuing Directors”), cease for any reason to constitute a majority thereof; provided, however, that any director who assumes office in connection with an agreement with the Company to effect a transaction described in clauses (i), (iii) or (iv) of this paragraph (c) or any new director who assumes office in connection with or as a result of an actual or threatened proxy or other election contest of the Board shall never be (at any time) a Continuing Director for purposes of this paragraph (c), and the nomination or election of such person shall never constitute, or be deemed to constitute, an approval by the Continuing Directors for purposes of this paragraph (c);

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(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 or the direct or indirect parent thereof), in combination with the ownership of any trustee or other fiduciary holding voting securities under an employee benefit plan of the Company or any of its subsidiaries, at least 60% of the combined voting power of the voting securities of the Company or such surviving entity or the direct or indirect parent thereof 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 40% of the combined voting power of the Company’s then outstanding voting securities;

(iv) the holders of voting securities 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; or

(v) there occurs any other event that the Board deems to be a Change in Control.

(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 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)(i) 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 20% 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 12), stockholder approval of an agreement or plan described in paragraph (b)(iv) of this Section 12 or a change in the composition of the Board described in paragraph (c)(i) of this Section 12, 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 immediately prior to the date such change in control of the Company occurs, and 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 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. 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 1992 Incentive Stock Plan. The discontinuance of the Ryerson 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.

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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 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-10.4A

EXHIBIT 10.4(a)

RYERSON

ANNUAL INCENTIVE PLAN

(As amended through June 14, 2007)

1. Purpose

The purpose of the Ryerson Annual Incentive Plan (the “Plan”) is to promote the interests of Ryerson Inc. (the “Company”) and its stockholders by (i) attracting and retaining salaried employees of outstanding ability; (ii) strengthening the Company’s capability to develop, maintain and direct a competent employee population; (iii) motivating salaried employees, by means of performance-related incentives, to achieve financial rewards; (iv) providing annual incentive compensation opportunities which are competitive with those of other major corporations; and (v) enabling salaried employees to participate in the growth and financial success of the Company.

2. Definitions

“Affiliate” means any corporation or other entity which is not a Subsidiary but as to which the Company possesses a direct or indirect ownership interest and has power to exercise management control.

“Award” means an amount for an Award Period determined to be payable to a Participant under the Plan.

“Award Period” means such calendar quarters or calendar years as the Committee may establish from time to time with respect to any applicable salary grade designation, to any Corporate Unit or to a combination of these factors.

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

“Award Schedule” means the schedule to be used for determining Awards as established by the Committee and set forth in the Addendum to the Plan applicable to the Corporate Unit covered thereby.

“Code” means the Internal Revenue Code of 1986, as amended.

“Committee” means the Compensation Committee of the Board of Directors of the Company.

“Corporate Unit” means the Company, Ryerson Heartland, Ryerson Pacific, Ryerson Chicago, Ryerson North, Ryerson Great Lakes, Ryerson South, Ryerson Midsouth, Ryerson Southwest, Ryerson Carolinas, Ryerson Southeast, Ryerson East Coast, Ryerson Metal Processing, Ryerson Coil Processing, Ryerson Canada, Global Accounts, and any Affiliate, other Subsidiary or any division or group of the Company or any Subsidiary designated as a Corporate Unit from time to time by the Committee of the Company.

“Discharge” is a permanent separation from employment for cause initiated by the Company (or a Subsidiary or Affiliate thereof), including, but not limited to, Discharge due to violation of the Company’s conflict of interest policy, misconduct or unsatisfactory performance.

“Employee” means an employee eligible to be designated as a Participant in the Plan.

“Named Executive Officer” means a Participant who is one of the group of “covered employees” as defined in the regulations promulgated under Section 162(m) of the Code.

“Participant” means an Employee who is designated by the Committee to be eligible to receive an Award under the Plan.

“Performance-Based Exception” means the performance-based exception from the deductibility limitations as set forth in Section 162(m) of the Code.

“Release” is a permanent separation from employment initiated by the Company (or a Subsidiary or Affiliate thereof) for reasons other than Discharge or death; provided, however, that a separation from employment in connection with the sale, divestiture or other disposition of a business or operating unit of the Company, under circumstances in which an employee is not expected to experience an interruption of employment at the time of the sale, divestiture, or disposition, shall not be considered a Release.

“Subsidiary” means any corporation in which the Company possesses directly or indirectly more than fifty percent (50%) of the total combined voting power of all classes of its stock.

“Target Award” means the percentage of a Participant’s base salary earnings or base annual salary for an Award Period as established by the Committee pursuant to paragraph 6 of the Plan and set forth in the Addendum to the Plan applicable to the Corporate Unit in which such Participant is employed.

“Threshold” means the minimum financial performance (established by the Committee and set forth in the Addendum to the Plan applicable to such Corporate Unit) required by a Corporate Unit before an Award may be paid to a Participant employed in such Corporate Unit.

3. Administration

The Plan shall be administered by the Committee. No member of the Committee shall be eligible to receive an Award while serving on the Committee. The Committee shall have the 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. In addition, the Committee may delegate to one or more senior executive officers of the Company the right to administer the Plan as it pertains to employees who are not officers of the Company or of any other Corporate Unit. Subject to the provisions of paragraph 7 hereof, the Committee may impose such conditions on participation in and Awards under the Plan as it deems appropriate. The Plan is not intended to provide for a deferral of

compensation within the meaning of Code Section 409A (except to the extent otherwise provided in the last sentence of Section 8) and shall be interpreted and administered consistent with that intent.

4. Eligibility

Except as otherwise provided by the Committee and subject to paragraph 9 hereof, all full-time salaried employees of a Corporate Unit as of the first day and the last day of an Award Period are eligible to be designated as Participants in the Plan for such Award Period; provided, however, that, with respect to Award Periods that extend for at least one year, individuals who are full-time salaried employees of a Corporate Unit on August 1 of the first year of the Award Period and the last day of the Award Period shall also be eligible to be designated as Participants in the Plan for such Award Period. Notwithstanding the foregoing, the Committee may adopt criteria restricting the number of full-time salaried employees of a Corporate Unit eligible to be designated as Participants in the Plan for any Award Period, which criteria shall be set forth in the Addendum to the Plan applicable to such Corporate Unit.

5. Designation of Participants

The Committee shall determine and designate from time to time those Employees who shall be Participants. The designation of an Employee as a Participant in the Plan for any Award period shall not bestow upon such Employee any right to receive an Award for such Award Period or the right to be designated as a Participant for any subsequent Award Period.

6. Individual Award Opportunity

For each Award Period, the Committee shall establish for each Participant a Target Award, expressed as a percentage of his or her base salary earnings or base annual salary for such Award Period, on the basis of his or her salary grade designation.

7. Determination of Awards

Except as otherwise provided by the Committee, Awards for each Award Period for Participants in each Corporate Unit shall be determined in accordance with the Award Schedule established by the Committee for such Corporate Unit and no Award shall be paid to any Participant in a Corporate Unit for any Award Period in which the performance of such Corporate Unit does not equal or exceed the Threshold applicable to such Corporate Unit. The Award for each Participant in a Corporate Unit shall be his or her Target Award multiplied by the Percent Attainment (determined in accordance with the applicable Award Schedule), subject to the following:

(a) Subject to paragraph 3 and the provisions of this paragraph 7, the Committee may adjust such Award for individual performance on the basis of such quantitative and qualitative performance measures and evaluations as it deems appropriate.

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(b) Subject to the restrictions set forth in paragraph 7(c) below, the Committee may make such adjustments as it deems appropriate in the case of any Participant whose salary grade designation has changed during the applicable Award Period or who has been employed in more than one Corporate Unit during an Award Period.

(c) Unless and until the Committee proposes for stockholder vote a change in the general performance measures set forth in this paragraph 7(c), the attainment of which may determine the degree of payout 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: return on operating assets, operating profit, return on equity, net income, stock price, revenue growth, marginal income, expense management, inventory management, quality management, customer service performance, shareholder return, gross margin management; market share improvement, safety results, quality results, price margin management, on time delivery, productivity and days sales outstanding (accounts receivable management). 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 any Named Executive Officer 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 any Named Executive Officer 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. Any Award, which is intended to qualify for the Performance-Based Exception, and is granted at or after the first meeting of the Company’s stockholders that occurs during or after 2008, must be consistent with, and pursuant to the terms of, the Plan approved by the stockholders at such meeting. 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 or other Participants that are not intended to qualify for the Performance-Based Exception, the Committee may make such grants upon any objective or subjective performance criteria it deems appropriate with the understanding that they will not satisfy the requirements of Section 162(m) of the Code.

Notwithstanding any other provision of the Plan, in no event may a Participant be paid an Award in any calendar year in excess of $2,000,000.

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8. Payment of Awards

Awards shall be paid in cash as soon as practicable after the end of the Award Period for which the Award is made, but in no event later than 2-1/2 months after the end of the calendar year in which the Award Period ends; provided, further that that no payment shall be made with respect to an Award which is intended to qualify under the Performance-Based Exception until the Committee has certified in writing that the performance goals and other materials terms of the Award have been met. If a Participant to whom an Award has been made dies prior to the payment of the Award, such Award shall be delivered to his or her legal representative or to such other person or persons as shall be determined by the Chairman, the President, the Chief Executive Officer or the Vice President-Human Resources of the Company. The Company or other applicable Corporate Unit shall have the right to deduct from all Awards payable under the Plan any taxes required by law to be withheld by the Company or other Corporate Unit with respect thereto; provided, however, that to the extent provided by the Committee, any payment under the Plan may be deferred and to the extent deferred, may be credited with an interest or earnings factor as determined by the Committee; provided, however, that in the case of an Award which is intended to qualify for the Performance-Based Exception, such interest or earnings factor shall comply with the requirements applicable to such Exception under Treas. Reg. § 1.162-27(e)(iii). If the Committee determines that payment of an Award may be deferred, such deferral arrangement shall be in writing and shall comply with the requirements of Code Section 409A.

9. Termination of Employment

Except in the case of death, disability, normal retirement (determined in accordance with the qualified retirement plans of the Corporation) or Release or except as provided in paragraph 10, a Participant must be an employee as of the end of the Award Period in order to be eligible for an Award.

10. Change of Control

In the event of a Change of Control of the Company (as hereinafter defined), the Plan shall remain in full force and effect for the remainder of any Award Period (or, if longer, the remainder of the calendar year) during which such Change of Control of the Company occurs, and each Participant employed immediately prior to such Change of Control of the Company whose separation from employment is due to a Release on the date of or within the remainder of any Award Period (or, if longer, the remainder of the calendar year) following such a Change of Control of the Company shall receive an Award for such Award Periods (or any Award Periods occurring in such calendar year) equal to his or her Target Award pro-rated to the date on which the Participant ceases to be an Employee if such date occurs prior to the last day of the applicable Award Period, regardless of whether or not Awards would otherwise have been payable under the Plan for such Award Periods and regardless of whether or not such Participant was an Employee at the end of any such Award Period.

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A “Change of 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 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 voting securities of the Company (not including in the voting securities beneficially owned by such person any voting securities acquired directly from the Company or its affiliates) representing 20% or more of the combined voting power of the Company’s then outstanding voting securities;

(b) during any period of two consecutive years (not including any period prior to May 11, 2007), individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company’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 (collectively, “Continuing Directors”), cease for any reason to constitute a majority thereof; provided, however, that any director who assumes office in connection with an agreement with the Company to effect a transaction described in clauses (a), (c) or (d) of this paragraph 10 or any new director who assumes office in connection with or as a result of an actual or threatened proxy or other election contest of the Board shall never be (at any time) a Continuing Director for purposes of this paragraph 10, and the nomination or election of such person shall never constitute, or be deemed to constitute, an approval by the Continuing Directors for purposes of this paragraph 10;

(c) 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 or the direct or indirect parent thereof), 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 Company or such surviving entity or the direct or indirect parent thereof 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 40% of the combined voting power of the Company’s then outstanding voting securities;

(d) the holders of voting securities 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; or

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(e) there occurs any other event that the Board deems to be a Change of Control of the Company.

For purposes of this paragraph 10, a Participant’s separation from employment, whether initiated by the Company (or a Subsidiary or Affiliate thereof) or the Participant, shall be deemed a separation from employment due to Release, provided that one of the following events has occurred:

(a) an involuntary reassignment of the Participant to a position in a lower job grade as compared to the job grade of the position held by the Participant immediately prior to the Change of Control of the Company, or to a position that is expected to last for less than 12 months following the Change of Control of the Company;

(b) a reduction by the Company in such Participant’s annual base pay as in effect on the date of the Change of Control of the Company, or as the same may be increased from time to time;

(c) the requirement by the Company that such Participant change the location of his principal place of employment more than fifty miles from the location immediately prior to the Change of Control of the Company except for required travel on the Company’s business to an extent substantially consistent with the employee’s business travel obligations immediately prior to the Change of Control of the Company;

(d) the failure by the Company, without such Participant’s consent, to pay to the Participant any portion of his or her current compensation or to pay to the Participant any portion of an installment of deferred compensation under any deferred compensation program of the Company, within seven days of the date such compensation is due other than an inadvertent failure to pay any such compensation which failure is cured within 7 days of the date notice of such failure is provided to the Company by the Participant;

(e) the failure by the Company to continue in effect any compensation or benefit plan in which such Participant participated immediately prior to the Change of Control of the Company which is material to his total compensation, including but not limited to, the Ryerson Pension Plan and the Ryerson Savings Plan or any substitute or successor plans as may be adopted prior to the Change of Control of the Company, 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 the Participant’s participation therein (or in such substitute or alternative plan) on a basis not materially less favorable than immediately prior to the Change of Control of the Company both in terms of the amount of benefits provided and the level of his or her participation relative to other participants; or

(f) the failure by the Company to continue to provide the Participant with benefits substantially similar to those enjoyed by him or her under any of the Company’s pension, life insurance, medical, dental, health and accident, or disability plans in which he or she was participating immediately prior to the Change of Control of the Company,

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the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits enjoyed by him or her immediately prior to the Change of Control of the Company, or the failure by the Company to provide him or her with the number of paid vacation days to which he or she is entitled on the basis of years of service with the Company in accordance with the Company’s normal vacation policy in effect immediately prior to the Change of Control of the Company.

11. Transferability

Any payment to which a Participant may be entitled under the Plan shall be free from the control or interference of any creditor of such Participant and shall not be subject to attachment or susceptible of anticipation or alienation. The interest of a Participant shall not be transferable except by will or the laws of descent and distribution.

12. No Right to Participate; Employment

Neither the adoption of the Plan nor any action of the Committee shall be deemed to give any Employee any right to be designated as a Participant under the Plan. Further, nothing contained in the Plan, nor any action by the Committee or any other person hereunder, shall be deemed to confer upon any Employee any right of continued employment with any Corporate Unit or to limit or diminish in any way the right of any Corporate Unit to terminate his or her employment at any time with or without cause.

13. Nonexclusivity of the Plan

This Plan is not intended to and shall not preclude the Board of Directors of the Company from adopting or continuing such additional compensation arrangements as it deems desirable for Participants under this Plan, including any thrift, savings, investment, stock purchase, stock option, profit sharing, pension, retirement, insurance or other incentive, compensation or benefit plan or program, including, without limitation, a bonus arrangement or award based on subjective performance factors.

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EX-10.6

EXHIBIT 10.6

RYERSON NONQUALIFIED SAVINGS PLAN

(As amended through May 11, 2007)

Ryerson Inc. established the Ryerson 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 May 11, 2007, the “Effective Date” of the Plan as set forth herein. Notwithstanding anything herein to the contrary, any Participant Accounts or portions thereof that were vested as of December 31, 2004, shall be administered under the Plan as in effect on such date. 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 May 11, 2007.

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 first day of each month.

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 closing price of a share of the Company’s common stock as reported on the New York Stock Exchange Composite Transactions on the last trading date prior to such date.

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

1.21 “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 “Separation from Service” means a separation from service within the meaning of Code Section 409A.

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

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

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 (but not later than the end of the calendar year preceding the beginning of the payroll period or, in respect of any payroll period beginning in a calendar year in which a person first becomes an Eligible Employee, within 30 days of first becoming an Eligible Employee and then only with respect to payroll periods commencing on or after the date of the election), to make a supplemental deferral of Base Compensation under the Plan (“Participant Deferrals”) of not less than one percent (1%) and not more than ten percent (10%) of the Participant’s Base Compensation with such deferral beginning, at the Participant’s election, on either (i) the date the Participant’s Base Compensation reaches the limit imposed by Code Section 401(a)(17) or (ii) a fixed date chosen by the Participant, which date should roughly correspond to the date such Participant’s contributions to Savings Plan would reach the limit imposed by Code Section 415. 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; provided, however, that a deferral election with respect to any year shall be irrevocable once such year begins.

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.

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.

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.

(a) To the extent that a Participant’s Account is to be credited with interest, it shall be 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 Board 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.

(c) In the event of a Change in Control, the Board may convert any Stock Units in a Participant’s Account to a cash amount equal to (i) in the event the Change in Control is a merger in which all of the consideration paid for shares of Company common stock is cash, the product of the per share merger consideration and the number of Stock Units in such Participant’s account, or (ii) in all other cases, the product of the Fair Market Value of a share of Company common stock on the date of the Change in Control and the number of Stock Units in such Participant’s account.

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 a Participant’s Separation from Service 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, as elected by the Participant in accordance with rules established from time to time by the Plan Administrator, that is no later than 60 days after the first anniversary of the Participant’s Separation from Service.

(c) Upon a Participant’s Separation from Service 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 single lump sum payment as of a Valuation Date, as elected by the Participant in accordance with rules established from time to time by the Plan Administrator, that is no later than 60 days after the first anniversary of the Participant’s Separation from Service.

(d) Upon a Participant’s Separation from Service 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 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 not earlier than the first Valuation Date following the year in which such Separation from Service 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 Unforeseeable Emergency. Upon a showing by a Participant of an unforeseeable emergency within the meaning of Code Section 409A, such Participant shall be entitled to a distribution of such portion (or all) of his or her Account balance as shall be reasonably necessary to meet such unforeseeable emergency. The Plan Administrator’s determination of a Participant’s unforeseeable emergency 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.

5.05 Special Distribution Election Rules.

(a) Any payment election made by a Participant pursuant to Section 5.01(b), (c) or (d) shall be made in the same instrument by which he or she evidences his or her acceptance of the provisions of the Plan pursuant to Article II. Where no election is made by a Participant under Section 5.01 in accordance with the preceding sentence, the Participant shall be deemed to have elected a lump sum distribution as of the first anniversary of his or her Separation from Service.

(b) Notwithstanding a Participant’s election made in accordance with Section 5.05(a), in the case of a Participant who is a “specified employee” within the meaning of Code Section 409A, no payment shall commence under Section 5.01(b), (c) or (d) before the date that is six months after the Participant’s Separation from Service. To the extent that such an amount otherwise would have been payable during such six-month period, such amount shall be maintained under the Plan in accordance with its terms (including without limitation Article IV) and distributed in a lump sum at or as soon as practicable following the end of such six-month period (or, if earlier, as of the date of the Participant’s death).

(c) A Participant may change the date on which a lump-sum distribution will be made or change the form of distribution from lump-sum to installments (to the extent installments are otherwise available under Section 5.01(c)) by filing an election, in accordance with rules established from time to time by the Plan Administrator, at least one year prior to the date that distribution otherwise would have been made (or, in the case of installments, commenced); provided that no such election shall be permitted which would (i) accelerate the time or schedule of any payment, except as permitted by regulations promulgated under Code Section 409A, or (ii) delay a payment unless the first payment with respect to which such election is made is deferred for a period of not less than five years from the date the payment would otherwise have been made.

(d) Notwithstanding any provision of the Plan to the contrary (including the foregoing provisions of this Section 5.05), in accordance with rules established by the Plan Administrator or its delegate and in accordance with Treasury Department and Internal Revenue Service guidance issued under Code Section 409A, no later than December 31, 2007, each Participant shall be permitted to change his or her distribution election under the Plan for any distributions not payable before 2008.

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 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 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. Upon termination of the Plan, benefits will be payable under the terms of the Plan as in effect immediately before its termination.

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 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, (x) a trustee or other fiduciary holding voting securities under an employee benefit plan of the Company or any of its subsidiaries, (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 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 voting securities of the Company (not including in the voting securities beneficially owned by such person any voting securities acquired directly from the Company or its affiliates) representing 20% or more of the combined voting power of the Company’s then outstanding voting securities;

(2) during any period of two consecutive years (not including any period prior to May 11, 2007), individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company’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 (collectively, “Continuing Directors”), cease for any reason to constitute a majority thereof; provided, however, that any director who assumes office in connection with an agreement with the Company to effect a transaction described in clauses (1), (3) or (4) of this subsection (b) or any new director who assumes office in connection with or as a result of an actual or threatened proxy or other election contest of the Board, shall never be (at any time) a Continuing Director for purposes of this subsection (b), and the nomination or election of such person shall never constitute, or be deemed to constitute, an approval by the Continuing Directors for purposes of this subsection (b) (provided that for the purposes of funding any rabbi trust or similar escrow agreement, any Change in Control under this definition of Change in Control shall be deemed to occur at the beginning of the day of the stockholders’ meeting at which the stockholders are asked to vote on a slate of directors that could result in Continuing Directors ceasing to constitute a majority of the Board);

(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 or the direct or indirect parent thereof), 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 Company or such surviving entity or the direct or indirect parent thereof 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 40% of the combined voting power of the Company’s then outstanding voting securities;

(4) the holders of voting securities 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; or

(5) there occurs any other event that the Board deems to be a Change in Control.

(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

(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;

(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.

EX-31.1

EXHIBIT 31.1

CERTIFICATE OF THE

PRINCIPAL EXECUTIVE OFFICER

I, Neil S. Novich, as Chairman, President and Chief Executive Officer, certify that:

1. I have reviewed this quarterly report on Form 10-Q 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 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: July 31, 2007

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 quarterly report on Form 10-Q 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 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: July 31, 2007

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 Quarterly Report on Form 10-Q for the period ended June 30, 2007, 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 Quarterly Report on Form 10-Q for the period ended June 30, 2007, 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)

July 31, 2007

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 Quarterly Report on Form 10-Q for the period ended June 30, 2007, 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 Quarterly Report on Form 10-Q for the period ended June 30, 2007, 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)

July 31, 2007