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Exhibit 10.61    
  


 
 

AMENDMENT 2002-1
  TO THE
  EARLE M. JORGENSEN HOURLY EMPLOYEES PENSION PLAN    
  


        WHEREAS, the Earle M. Jorgensen Company (the "Company") maintains the Earle M. Jorgensen Hourly Employees Pension Plan (the "Plan"); and 


        WHEREAS,
the Company wishes to amend the Plan to (1) reflect recent changes approved by the Board of Directors of the Company with respect to the ability of the Committee for the
Plan to adopt amendments to the Plan, and (2) adopt amendments in connection with both the Economic Growth and Tax Relief Reconciliation Act of 2001 and final Treasury Regulations under
Internal Revenue Code Section 401(a)(9), as amended by the Small Business Job Protection Act of 1996. 


        NOW,
THEREFORE, the Plan is amended as follows, effective (except as otherwise specified) as of January 1, 2002: 




	1.
	The
following new Appendix E is added to the Plan, effective January 1, 2002: 




"APPENDIX
E 


AMENDMENT
OF THE PLAN FOR EGTRRA 


PREAMBLE 



        1.    This
Appendix E of the Plan is adopted to reflect certain provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA'). This
Appendix E is intended as good-faith compliance with the requirements of EGTRRA and is to be construed in accordance with EGTRRA and guidance issued thereunder. Except as otherwise
provided herein, this Appendix E shall be effective as of the first day of the first Plan Year beginning after December 31, 2001. This Appendix E shall supersede the provisions of
the Plan to the extent those provisions are inconsistent with the provisions of this Appendix E. Capitalized terms shall have the meaning set forth in the Plan, unless otherwise provided
herein. 


        SECTION
A. LIMITATIONS ON BENEFITS 


        1.    Effective
date. This Section shall be effective for limitation years ending after December 31, 2001. 


        2.    Effect
on Participants. Benefit increases resulting from the increase in the limitations of Section 415(b) of the Code will be provided to those Participants
specified below. 


        3.    Definitions.



        3.1.  Defined
benefit dollar limitation. The "defined benefit dollar limitation' under Section 5.1 of the Plan is $160,000, as adjusted, effective January 1 of
each year, under Section 415(d) of the Code in such manner as the Secretary shall prescribe, and payable in the form of a straight life annuity. A limitation as adjusted under
Section 415(d) will apply to limitation years ending with or within the calendar year for which the adjustment applies. 


        3.2.  Maximum
permissible benefit: The "maximum permissible benefit' is the lesser of the defined benefit dollar limitation or the defined benefit compensation limitation
under Section 5.1 of the Plan (both adjusted where required, as provided in (a) below and, if applicable, in (b) or (c) below). 



        (a)  If
the Participant has fewer than 10 years of participation in the Plan, the defined benefit dollar limitation shall be multiplied by a fraction, (i) the
numerator of which is the number of years (or part thereof) of participation in the Plan and (ii) the denominator of which is 10. In the case of a Participant who has fewer than 10 years
of service with the employer, the defined benefit Compensation limitation shall be multiplied by a fraction, 










(i) the numerator of which is the number of years (or part thereof) of service with the employer and (ii) the denominator of which is 10. 


        (b)  If
the benefit of a Participant begins prior to age 62, the defined benefit dollar limitation applicable to the Participant at such earlier age is an annual benefit
payable in the form of a straight life annuity beginning at the earlier age that is the actuarial equivalent of the defined benefit dollar limitation applicable to the Participant at age 62 (adjusted
under (a) above, if required). The defined benefit dollar limitation applicable at an age prior to age 62 is determined as the lesser of (i) the Actuarial Equivalent (at such age) of the
defined benefit dollar limitation computed using the interest rate and mortality table (or other tabular factor) specified in Section 1.2 of the Plan for non-lump sum benefits and
(ii) the Actuarial Equivalent (at such age) of the defined benefit dollar limitation computed using a 5 percent interest rate and the mortality table defined in the definition of "GATT
Rates' under the definition of "Actuarial Equivalent' in Section 1.2 of the Plan, or Section D of this Appendix E, as applicable. Any decrease in the defined benefit dollar
limitation determined in accordance with this paragraph (b) shall not reflect a mortality decrement if benefits are not forfeited upon the death of the Participant. If any benefits are
forfeited upon death, the full mortality decrement is taken into account. 


        (c)  If
the benefit of a Participant begins after the Participant attains age 65, the defined benefit dollar limitation applicable to the Participant at the later age is the
annual benefit payable in the form of a straight life annuity beginning at the later age that is actuarially equivalent to the defined benefit dollar limitation applicable to the Participant at age 65
(adjusted under (a) above, if required). The actuarial equivalent of the defined benefit dollar limitation applicable at an age after age 65 is determined as the lesser of (i) the
Actuarial Equivalent (at such age) of the defined benefit dollar limitation computed using the interest rate and mortality table (or other tabular factor) specified in Section 1.2 of the Plan
for non-lump sum benefits and (ii) the Actuarial Equivalent (at such age) of the defined benefit dollar limitation computed using a 5 percent interest rate and the mortality
table defined in the definition of "GATT Rates' under the definition of "Actuarial Equivalent' in Section 1.2 of the Plan, or Section D of this Appendix E, as applicable. For
these purposes, mortality between age 65 and the age at which benefits commence shall be ignored. 


        (d)  Benefit
increases resulting from the increase in the limitations of Section 415(b) of the Code under the forgoing provisions of this Section A shall be
provided to all Employees participating in the Plan who have one Hour of Service on or after the first day of the first limitation year ending after December 31, 2001. 




        SECTION
B. INCREASE IN COMPENSATION LIMIT 


        1.    Increase
in limit. The annual compensation of each Participant taken into account in determining benefit accruals in any Plan Year beginning after December 31,
2001, shall not exceed $200,000. Annual compensation means compensation during the Plan Year or such other consecutive 12-month period over which compensation is otherwise determined under
the Plan (the determination period). For purposes of determining benefit accruals in a Plan Year beginning after December 31, 2001, compensation for any prior determination period shall be
limited as provided below. 


        2.    Cost-of-living
adjustment. The $200,000 limit on annual compensation in paragraph 1 shall be adjusted for
cost-of-living increases in accordance with Section 401(a)(17)(B) of the Code. The cost-of-living
adjustment in effect for a calendar year applies to annual compensation for the determination period that begins with or within such calendar year. 


        Compensation
Limit for Prior Determination Periods: In determining benefit accruals in Plan Years beginning after December 31, 2001 under the annual compensation limit in
paragraph 1 of this Section B, Increase in Compensation Limit, for determination periods beginning before January 1, 2002, shall be $150,000 for any determination period beginning
in 1996 or earlier; 











$160,000 for any determination period beginning in 1997, 1998, or 1999; and $170,000 for any determination period beginning in 2000 or 2001. 


        SECTION
C. DIRECT ROLLOVERS OF PLAN DISTRIBUTIONS 


        1.    Effective
date. This Section shall apply to distributions made after December 31, 2001. 



        2.    Modification
of definition of eligible retirement plan. For purposes of the direct rollover provisions in Section 4.21 of the Plan, an eligible retirement Plan
shall also mean an annuity contract described in Section 403(b) of the Code and an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of
a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan. The definition of
eligible retirement plan shall also apply in the case of a distribution to a surviving spouse, or to a spouse or former spouse who is the alternate payee under a qualified domestic relation order, as
defined in Section 414(p) of the Code. 


        SECTION
D. APPLICABLE MORTALITY TABLE FOR LUMP-SUM BENEFITS 


        With
respect to any distribution with an Annuity Starting Date on or after December 31, 2002, for the purposes of applying the limitations of Sections 415(b)(2)(B), (C) and
(D) of the Code and determining the amount of any lump-sum distribution pursuant to Section 417(e) of the Code, the mortality table under the definition of "GATT Rates'
contained in the definition of "Actuarial Equivalent' in Section 1.2 of the Plan shall mean the table prescribed by Revenue Ruling 2001-62." 



        2.    The
following new Appendix F is added to the Plan, effective January 1, 2003: 



"APPENDIX
F 


MINIMUM
DISTRIBUTION REQUIREMENTS 



        1.    General
Rules 


        1.1.  Effective
date. The provisions of this Appendix F will apply for purposes of determining required minimum distributions for calendar years beginning with the
2003 calendar year. 


        1.2.  Precedence.
The requirements of this Appendix F will take precedence over any inconsistent provisions of the Plan. 


        1.3.  Requirements
of Treasury Regulations Incorporated. All distributions required under this Appendix F will be determined and made in accordance with the Treasury
Regulations under Section 401(a)(9) of the Internal Revenue Code. 


        1.4.  TEFRA
Section 242(b)(2) Elections. Notwithstanding the other provisions of this Appendix F, distributions may be made under a designation made before
January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate to Section 242(b)(2) of
TEFRA. 


        2.    Time
and Manner of Distribution. 


        2.1.  Required
Beginning Date. The Participant's entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant's required
beginning date. 



        2.2.  Death
of Participant Before Distributions Begin. If the Participant dies before distributions begin, the Participant's entire interest will be distributed, or begin to
be distributed, no later than as follows: 



        (a)  If
the Participant's surviving spouse is the Participant's sole designated beneficiary, then distributions to the surviving spouse will begin by December 31 of
the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age
701/2, if later. 









        (b)  If
the Participant's surviving spouse is not the Participant's sole designated beneficiary, then distributions to the designated beneficiary will begin by
December 31 of the calendar year immediately following the calendar year in which the Participant died. 


        (c)  If
there is no designated beneficiary as of September 30 of the year following the year of the Participant's death, the Participant's entire interest will be
distributed by December 31 of the calendar year containing the fifth anniversary of the Participant's death. 



        (d)  If
the Participant's surviving spouse is the Participant's sole designated beneficiary and the surviving spouse dies after the Participant but before distributions to
the surviving spouse begin, this Section 2.2, other than Section 2.2(a), will apply as if the surviving spouse were the Participant. 


        For
purposes of this Section 2.2 and Section 5, distributions are considered to begin on the Participant's required beginning date (or, if Section 2.2(d) of applies,
the date distributions are required to begin to the surviving spouse under Section 2.2(a)). If annuity payments irrevocably commence to the Participant before the Participant's required
beginning date (or to the Participant's surviving spouse before the date distributions are required to begin to the surviving spouse under Section 2.2(a)), the date distributions are considered
to begin is the date distributions actually commence. 




        2.3.  Form
of Distribution. Unless the Participant's interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the
required beginning date, as of the first distribution calendar year distributions will be made in accordance with Sections 3, 4 and 5. If the Participant's interest is distributed in the form of an
annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Section 401(a)(9) of the Code and the Treasury Regulations. Any part of
the Participant's interest which is in the form of an individual account described in Section 414(k) of the Code will be distributed in a manner satisfying the requirements of
Section 401(a)(9) of the Code and the Treasury Regulations that apply to individual accounts. 


        3.    Determination
of Amount to be Distributed Each Year. 


        3.1.  General
Annuity Requirements. If the Participant's interest is paid in the form of annuity distributions under the Plan, payments under the annuity will satisfy the
following requirements: 



        (a)  the
annuity distributions will be paid in periodic payments made at intervals not longer than one year; 


        (b)  the
distribution period will be over a life (or lives) or over a period certain not longer than the period described in Section 4 or 5; 


        (c)  once
payments have begun over a period certain, the period certain will not be changed even if the period certain is shorter than the maximum permitted; 


        (d)  payments
will either be nonincreasing or increase only as follows: 



        (1)  by
an annual percentage increase that does not exceed the annual percentage increase in a cost-of-living index that is based on prices of all
items and issued by the Bureau of Labor Statistics; 




        (2)  to
the extent of the reduction in the amount of the Participant's payments to provide for a survivor benefit upon death, but only if the beneficiary whose life was being
used to determine the distribution period described in Section 4 dies or is no longer the Participant's beneficiary pursuant to a qualified domestic relations order within the meaning of
Section 414(p) of the Code; 



        (3)  to
provide cash refunds of Employee contributions upon the Participant's death; or 


        (4)  to
pay increased benefits that result from a Plan amendment. 
















        3.2.  Amount
Required to be Distributed by Required Beginning Date. The amount that must be distributed on or before the Participant's required beginning date (or, if the
Participant dies before distributions begin, the date distributions are required to begin under Section 2.2(a) or (b)) is the payment that is required for one payment interval. The second
payment need not be made until the end of the next payment interval even if that payment interval ends in the next calendar year. Payment intervals are the periods for which payments are received,
e.g., bi-monthly, monthly, semi-annually, or annually. All of the Participant's benefit accruals as of the last day of the first distribution calendar year will be included in
the calculation of the amount of the annuity payments for payment intervals ending on or after the Participant's required beginning date. 


        3.3.  Additional
Accruals After First Distribution Calendar Year. Any additional benefits accruing to the Participant in a calendar year after the first distribution calendar
year will be distributed beginning with the first payment interval ending in the calendar year immediately following the calendar year in which such amount accrues. 


        4.    Requirements
For Annuity Distributions That Commence During Participant's Lifetime. 


        4.1.  Joint
Life Annuities Where the Beneficiary Is Not the Participant's Spouse. If the Participant's interest is being distributed in the form of a joint and survivor
annuity for the joint lives of the Participant and a nonspouse beneficiary, annuity payments to be made on or after the Participant's required beginning date to the designated beneficiary after the
Participant's death must not at any time exceed the applicable percentage of the annuity payment for such period that would have been payable to the Participant using the table set forth in
Q&A-2 of Section 1.401(a)(9)-6T of the Treasury Regulations. If the form of distribution combines a joint and survivor annuity for the joint lives of the Participant and
a nonspouse beneficiary and a period certain annuity, the requirement in the preceding sentence will apply to annuity payments to be made to the designated beneficiary after the expiration of the
period certain. 


        4.2.  Period
Certain Annuities. Unless the Participant's spouse is the sole designated beneficiary and the form of distribution is a period certain and no life annuity, the
period certain for an annuity distribution commencing during the Participant's lifetime may not exceed the applicable distribution period for the Participant under the Uniform Lifetime Table set forth
in Section 1.401(a)(9)-9 of the Treasury Regulations for the calendar year that contains the annuity starting date. If the annuity starting date precedes the year in which the
Participant reaches age 70, the applicable distribution period for the Participant is the distribution period for age 70 under the Uniform Lifetime Table set forth in
Section 1.401(a)(9)-9 of the Treasury Regulations plus the excess of 70 over the age of the Participant as of the Participant's birthday in the year that contains the annuity
starting date. If the Participant's spouse is the Participant's sole designated beneficiary and the form of distribution is a period certain and no life annuity, the period certain may not exceed the
longer of the Participant's applicable distribution period, as determined under this Section 4.2, or the joint life and last survivor expectancy of the Participant and the Participant's spouse
as determined under the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury Regulations, using the Participant's and spouse's attained ages as of the
Participant's and spouse's birthdays in the calendar year that contains the annuity starting date. 


        5.    Requirements
For Minimum Distributions Where Participant Dies Before Date Distributions Begin. 


        5.1.  Participant
Survived by Designated Beneficiary. If the Participant dies before the date distribution of his or her interest begins and there is a designated
beneficiary, the Participant's entire interest will
be distributed, beginning no later than the time described in Section 2.2(a) or (b), over the life of the designated beneficiary or over a period certain not exceeding: 



        (a)  unless
the annuity starting date is before the first distribution calendar year, the life expectancy of the designated beneficiary determined using the beneficiary's age
as of the 










beneficiary's birthday in the calendar year immediately following the calendar year of the Participant's death; or 



        (b)  if
the annuity starting date is before the first distribution calendar year, the life expectancy of the designated beneficiary determined using the beneficiary's age as
of the beneficiary's birthday in the calendar year that contains the annuity starting date. 




        5.2.  No
Designated Beneficiary. If the Participant dies before the date distributions begin and there is no designated beneficiary as of September 30 of the year
following the year of the Participant's death, distribution of the Participant's entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the
Participant's death. 


        5.3.  Death
of Surviving Spouse Before Distributions to Surviving Spouse Begin. If the Participant dies before the date distribution of his or her interest begins, the
Participant's surviving spouse is the Participant's sole designated beneficiary, and the surviving spouse dies before distributions to the surviving spouse begin, this Section 5 will apply as
if the surviving spouse were the Participant, except that the time by which distributions must begin will be determined without regard to Section 2.2(a). 


        6.    Definitions.



        6.1.  Designated
beneficiary. The individual who is designated as the beneficiary under the definition of "Beneficiary" or "Beneficiaries"" in Section 1.2 of the Plan
and is the designated beneficiary under Section 401(a)(9) of the Internal Revenue Code and Section 1.401(a)(9)-1, Q&A-4, of the Treasury Regulations. 


        6.2.  Distribution
calendar year. A calendar year for which a minimum distribution is required. For distributions beginning before the Participant's death, the first
distribution calendar year is the calendar year immediately preceding the calendar year that contains the Participant's required beginning date. For distributions beginning after the Participant's
death, the first distribution calendar year is the calendar year in which distributions are required to begin pursuant to Section 2.2. 


        6.3  Life
expectancy. Life expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury Regulations. 


        6.4.  Required
beginning date. The date specified in Section 4.15(b) of the Plan." 




        IN
WITNESS WHEREOF, the Company has caused these presents to be executed by its duly authorized representative this            day
of                        , 2002.
 



	EARLE M. JORGENSEN COMPANY	 	 
	

By:	
 	

    
	
 	

 
	



By:	

 	



    
	

 	



 
	
 	
 	

 	
 	

 















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Exhibit 10.61


AMENDMENT 2002-1 TO THE EARLE M. JORGENSEN HOURLY EMPLOYEES PENSION PLAN