Exhibit 10.1


 


FIRST AMENDMENT TO THE

EARLE M. JORGENSEN EMPLOYEE STOCK OWNERSHIP TRUST


 


I.


 


The Earle M. Jorgensen Employee Stock Ownership Trust, as established
May 3, 1990 (“Trust”), is hereby amended, effective November
     , 2003, as follows:


 


II.


 


Section B(6) is hereby added to the Trust to read as follows:


 


“(6)                            The
Trustee shall vote shares of Company Stock with respect to which a Participant
(or Beneficiary) has given voting instructions under Section 8 of the Plan in
accordance with the following provisions.


 


The Trustee, or the Committee upon written notice to the Trustee, shall
furnish to each Participant (or Beneficiary) who has Company Stock allocated to
his or her Account (a) the date and purpose of each meeting (or consent in lieu
of a meeting) of the stockholders of the Company at which Company Stock is
entitled to be voted, (b) all information made available to the Trustee as a
shareholder of the Company Stock regarding such vote, and (c) such other
information as the Trustee, or the Committee, may determine to be appropriate
to provide to a Participant (or Beneficiary) in order to make an informed
decision.  The Trustee, or the Committee
if it has furnished the above information, shall request from each Participant
(or Beneficiary) instructions to be furnished to the Trustee (or to a
tabulating agent appointed by the Trustee) as to the voting at that meeting (or
consent in lieu of a meeting) of Company Stock allocated to the Participant’s
(or Beneficiary’s) Account.  The
Trustee, or the Committee if it has furnished the above information, may
require the Participant (or Beneficiary) to use a particular form and establish
a specified date by which such form must be returned to the Trustee.  If the Participant (or Beneficiary)
furnishes such instructions to the Trustee or its agent within the time
specified in the notification, the Trustee shall vote such Company Stock in
accordance with the Participant’s (or Beneficiary’s) instructions.  All Company Stock allocated to a
Participant’s (or Beneficiary’s) Account as to which the Trustee or its agent
do not receive instructions as specified above, shall be voted by the Trustee
in accordance with Section 8 of the Plan. 
The Committee shall provide the Trustee with timely information
regarding proxy voting and in carrying out its responsibilities under this
provision the Trustee may conclusively rely on information furnished to it by
the Committee, including the names and current addresses of all Participants
(or Beneficiaries) and the number of shares of Company Stock allocated to each
Participant’s (or Beneficiary’s) Account.


 


A Participant (or Beneficiary) shall be a “named fiduciary” under ERISA
to the extent of the Participant’s (or Beneficiary’s) authority to vote Company
Stock allocated to the Participant’s (or Beneficiary’s) Account, including
those shares of Company Stock for which the Participant (or Beneficiary) has
given no voting instructions to the Trustee, provided that the Trustee, or the
Committee, have clearly informed the Participant (or


 

















 


Beneficiary)
that the result of not returning timely voting instructions to the Trustee will
be deemed to be an affirmative direction to the Committee to vote the shares in
accordance with Section 8 of the Plan in favor of all matters presented by the
proxy vote.


III.


 


Section C(3) of the Trust is amended to read as follows:


 


“(3)                            except
as provided in Section B(6) hereof regarding voting directions for Company
Stock received from Participants (or Beneficiaries), vote any stock (including
Company Stock as provided in Section 8 of the Plan), bonds or other securities
held in the Trust, or otherwise consent to or request any action on the part of
the issuer in person or by proxy;”


 


IV.


 


In all other respects the Trust shall remain in full force and effect.


 


 


To record the adoption of this Amendment No. 1 to the Trust, the
Company has caused it to be executed this       
day of November, 2003.


 


 


	
   

  	
  EARLE M. JORGENSEN

  
	
   

  	
  HOLDING COMPANY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Secretary

  



 


Accepted as of this
      day of November, 2003.


 


WELLS FARGO BANK AND TRUST COMPANY, as
trustee of the


EARLE M. JORGENSEN EMPLOYEE STOCK OWNERSHIP
TRUST


 


 


	
  By:

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  
	
  Title: