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                                 AMENDMENT NO. 3
                                     TO THE
                           EARLE M. JORGENSEN COMPANY
                  EMPLOYEE CAPITAL ACCUMULATION PLAN AND TRUST


         WHEREAS, the Earle M. Jorgensen Company (the "Company") previously
established the Earle M. Jorgensen Company Employee Capital Accumulation Plan
effective January 1, 1984 for employees of the Company by the merger of four
previously established plans;

         WHEREAS, effective January 1, 1991, certain assets from the Earle M.
Jorgensen Company Employee Stock Ownership and Capital Accumulation Plan were
transferred to the Earle M. Jorgensen Company Employee Stock Ownership Plan;

         WHEREAS, the Earle M. Jorgensen Company Employee Stock Ownership and
Capital Accumulation Plan was then renamed the Earle M. Jorgensen Company
Employee Capital Accumulation Plan (the "Plan");

         WHEREAS, the Plan and Trust Agreement (the "Trust") were most recently
restated effective January 1, 1993 and subsequently amended;

         WHEREAS, Subsection 19.1 provides that the Company reserves the right
to amend the Plan and Trust, subject to a written acceptance by the Trustee.

         NOW THEREFORE BE IT RESOLVED, that, effective as of the dates set forth
below, the Plan is amended as follows:

                                    ARTICLE 3
                            PARTICIPANT CONTRIBUTIONS

         1. Effective as of April 1, 2000, Section 3.4 is amended in its
entirety to read as follows:

            "3.4 Contribution Percentage Limits

            As of the Effective Date, the maximum Contribution percentage for
            all participants other than Highly Compensated Employees is 12%.
            The Administrator may establish (and subsequently change) the
            maximum Employee 401(k) Contribution percentage, prospectively or
            retrospectively (for the current Plan Year), for all
            Participants. In addition, the Administrator, in its discretion,
            may establish any lower percentage limits for Highly Compensated
            Employees or limit the period for which Highly Compensated
            Employees may elect deferrals. Such limitation may be done in any
            manner necessary or appropriate to assure the `Average Deferral
            Percentage' limitation will be satisfied. Irrespective of the
            limits that may be established by the Administrator in accordance
            with this paragraph, in no event shall the contributions made by
            or on behalf of a

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            Participant for a Plan Year exceed the maximum allowable under
            Code Section 415."

                                   ARTICLE 19
                        AMENDMENT, MERGER AND TERMINATION

         2. Effective as of the date hereof, Section 19.1(a) is deleted in its
entirety and subsections (b), (c), and (d) of Section 19.1 are renumbered as
subsections (a), (b), and (c) of Section 19.1.

         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: _____________________________

                                          Title: __________________________


TRUSTEE ACCEPTANCE:

Date:  January 16, 2001                   T. ROWE PRICE TRUST COMPANY

                                          By: _____________________________

                                          Title: __________________________