WWW.EXFILE.COM, INC. -- 14508 -- SCHNITZER STEEL INDUSTRIES, INC. -- EXHIBIT 10.4 TO FORM 8-K


     

    EXHIBIT
      10.4

    Non-Employee
      Director Compensation Summary1

     

    The
      following is a summary of the compensation provided to our non-employee
      directors effective as of July 26, 2006.

     

     

    
      	
              Annual
                fee for all non-employee directors

            	 	
              $

            	
              35,000

            	 
	
              Board
                meeting and Board committee meeting fees (where committee meeting
                held
                other than on the same day as a meeting of the Board)

            	 	
              $

            	
              1,200

            	 
	
              Chairperson
                retainer - Audit Committee

            	 	
              $

            	
              5,000

            	 
	
              Chairperson
                retainer - Compensation Committee

            	 	
              $

            	
              5,000

            	 
	
              Chairperson
                retainer - Nominating and Corporate Governance Committee

            	 	
              $

            	
              5,000

            	 
	
              Annual
                grant of deferred stock units (“DSUs”) relating to Class A common stock to
                each non-employee directors (commencing with the 2007 annual meeting
                of
                shareholders), which will become fully vested based on continued
                Board
                service on the day before the next annual meeting 

            	 	
              $

            	
              87,500

            	 


    

     

     In
      order to move from a cycle of granting non-employee director equity awards
      each
      year in June to a cycle of granting the awards in January at the time of the
      annual meeting, the Company will grant a one-time award of DSUs to each
      non-employee director, effective as of August 31, 2006. The DSUs will become
      fully vested on the day before the 2007 annual meeting, subject to continued
      Board service. The one-time grants will be for the number of DSUs equal to
      $43,750 divided by the market price of the Common Stock on August 31,
      2006.

    


    Non-employee
      directors may defer cash fees pursuant to the terms of the Company’s Deferred
      Compensation Plan for Non-Employee Directors and may elect to receive Class
      A
      Common Stock under DSUs in installments pursuant to that plan.

    


    Each
      director may enter into an Indemnity Agreement with the Company pursuant to
      which the Company will be contractually obligated to indemnity the director
      in
      connection with claims or proceedings involving the director (by reason of
      serving as a director of the Company), as provided in the agreement.


    


    The
      Company’s directors are reimbursed for expenses incurred in attending Board and
      Board committee meetings.

    _________________________

    1
      The
      Chairman of the Board may receive additional compensation as determined by
      the
      Compensation Committee.

     

    
      
         

      

      
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