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                                AMENDMENT 2001-1
                                     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 provide a
lump sum distribution option to certain terminated participants and to make
certain other changes to the Plan.

                  NOW, THEREFORE, the Plan is amended as follows, effective as
of January 1, 2001:


                                    ARTICLE I
                              TITLE AND DEFINITIONS

                  1. The definition of "Actuarial Equivalent" in Section 1.2 of
the Plan is amended in its entirety to read as follows:

                  'Actuarial Equivalent' shall mean a benefit of equivalent
         value computed using an 8% interest assumption and the 1983 Group
         Annuity Mortality Table for Males.

                  However, for purposes of determining the present value of a
         lump sum distribution, the interest and mortality rates shall be as set
         forth below, based on the following definitions:

                  `PBGC Rates' shall mean the interest rates, effective as of
         the date of determination, that would be used by the Pension Benefit
         Guaranty Corporation to value a benefit upon termination of an
         insufficient trusteed single-employer plan, and the 1983 Group Annuity
         Mortality Table for Males.

                  `GATT Rates' shall mean the annual rate of interest on 30-year
         Treasury securities and the 1983 Group Annuity Mortality Table, blended
         50% for males and 50% for females, pursuant to the table set forth in
         Revenue Ruling 95-6.

                  Effective prior to January 1, 2000, the present value of a
         lump sum distribution shall be determined using the PBGC Rates.

                  Effective after January 1, 2000 but prior to the date of
         adoption of Amendment 2001-1 to the Plan, the present value of a lump
         sum distribution shall be determined using either the GATT Rates for
         the second month before the date of determination or the PBGC Rates,
         whichever produces the greater value.

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                  Effective on or after the date of adoption of Amendment 2001-1
         to the Plan and before the first anniversary of the date of adoption of
         Amendment 2001-1 to the Plan, the present value of a lump sum
         distribution shall be determined using the GATT Rates for the second
         month before the date of determination or the GATT Rates for the second
         month before the first day of the Plan Year in which distribution
         occurs, whichever produces the greater value.

                  Effective on or after the first anniversary of the date of
         adoption of Amendment 2001-1 to the Plan, the present value of a lump
         sum distribution shall be determined using the GATT Rates for the
         second month before the first day of the Plan Year in which
         distribution occurs."


                                   ARTICLE IV
                               RETIREMENT BENEFITS

                  2. Section 4.1 of the Plan is amended in its entirety to read
as follows effective September 1, 2000:

                  "4.1 - NORMAL RETIREMENT BENEFIT.

                  In the case of a Participant who terminates employment with
         the Company and all Related Companies on or after the effective date
         for the Participant's bargaining unit set forth in Appendix G and
         retires from service with the Company or a Related Company on his
         Normal Retirement Date, except as hereinafter otherwise provided, the
         amount of the monthly Normal Retirement Benefit payable for his life,
         commencing on his Normal Retirement Date and ending with the benefit
         for the month during which his death occurs, shall be an amount equal
         to the greater of (1) or (2) below:

         (1)      The Benefit Rate set forth in Appendix G for the Participant's
                  bargaining unit, multiplied by the Participant's years of
                  Benefit Service; or

         (2)      An amount equal to the sum of:

                  (i)      The Grandfather Benefit as of December 31, 1998 set
                           forth in Exhibit G, if applicable, and

                  (ii)     The Benefit Rate set forth in Exhibit G for the
                           Participant's bargaining unit, multiplied by the
                           Participant's years of Benefit Service after December
                           31, 1998."

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                  3. Article IV of the Plan is amended by the addition of the
following Section 4.22 at the end thereof:

                  "4.22 - SPECIAL LUMP SUM OPTION.

                  Notwithstanding any other provision of the Plan to the
         contrary, a Participant who

                  (1) terminated employment with the Company and all Related
         Companies on or before December 31, 2000,

                  (2) elects on or after February 1, 2001 and on or before April
         15, 2001 to receive distribution of his benefit pursuant to this
         Section 4.22,

                  (3) has not received or commenced to receive any benefits
         under the Plan as of the date of the election described in paragraph
         (2) above, and

                  (4) is entitled to a retirement benefit pursuant to Section
         4.2 or Section 4.6 which, as of December 31, 2000, is the Actuarial
         Equivalent of a lump sum distribution not greater than $19,999 using
         the GATT Rates for the month of December 2000,

         can elect to receive his benefit under the Plan in the form of (a) a
         single lump sum or (b) a Qualified Joint and Survivor Annuity if the
         participant is married on the Annuity Starting Date or a straight life
         annuity if the Participant is single on the Annuity Starting Date. All
         benefits payable under this Section 4.22 will be paid or commence to be
         paid on or before April 30, 2001.

                  The amount of the single lump sum payment payable to a
         Participant under this Section 4.22 will be the Actuarial Equivalent of
         the benefit the Participant is entitled to receive under Section 4.2 or
         Section 4.6, whichever is applicable. An election by a Participant to
         receive a single lump sum payment must be made on a form provided for
         this purpose by the Committee. The Participant's spouse, if any, must
         consent in writing to the distribution of such payment, and such
         consent must be provided at the same time and in the same manner as
         described in Section 4.5. If the Participant fails to return the above
         election form to the Committee by April 15, 2001, then the Participant
         will be entitled only to a retirement benefit pursuant to either
         Section 4.2 or Section 4.6 whichever is applicable. If the
         Participant's spouse fails to consent to such single lump sum payment
         within the time prescribed by Section 4.5, then the Participant will be
         entitled only to receive the Actuarial Equivalent of the benefit
         payable under Section 4.2 or Section 4.6, whichever is applicable, in
         the form of a Qualified Joint and Survivor Annuity with an Annuity
         Starting Date of March 1, 2001. Any single lump sum payment or other
         benefit paid with respect to a Participant pursuant to this Section
         4.22 will be in satisfaction of all liabilities of the Plan with
         respect to such Participant's benefit under the Plan."

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                                   APPENDIX G
                              GRANDFATHER BENEFITS

                  4. The Plan is amended by the addition of the following
Appendix G at the end thereof:

                                   "Appendix G"
                              Grandfather Benefits


                  IN WITNESS WHEREOF, the Company has caused these presents to
be executed by its duly authorized representative this 16th day of
January, 2001.


                                       EARLE M. JORGENSEN COMPANY


                                       By_________________________________


                                       By_________________________________

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