**Exhibit 10.21**

 

**FOURTH AMENDMENT**

**TO THE**

**EARLE M. JORGENSEN**

**EMPLOYEE STOCK OWNERSHIP PLAN**

**(As Amended and Restated Effective as ofApril 1, 2001)**

 

**THIS FOURTH AMENDMENT**,by **EARLE M. JORGENSEN COMPANY** (the“Company”), to the Earle M. Jorgensen Employee Stock Ownership Plan****(As Amended and Restated Effective as ofApril 1, 2001) (the “Plan”) is effective as of April 1, 2003 or such other dateas indicated herein.

 

**WITNESSETH:**

 

**WHEREAS**, the Companyhas previously adopted certain good faith amendments required under theEconomic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”) that wereimplemented under the Plan effective for periods beginning on and after January1, 2002 and that had to be adopted by the end of the GUST remedial amendmentperiod for the Plan; and

 

**WHEREAS**, the Companynow considers it desirable to adopt the rest of the applicable EGTRRAamendments for its plan as well as to implement an extension of the specialadditional diversification period previously permitted on a one time basis underthe Plan.

 

**NOW, THEREFORE**, thisamendment of the Plan is hereby adopted to reflect a good faith amendment ofthose additional provisions of EGTRRA that were not previously addressed aswell as to establish an ongoing extra diversification program under thePlan.  With respect to the EGTRRAprovisions, this amendment is intended as good faith compliance with therequirements of EGTRRA and is to be construed in accordance with EGTRRA and theInternal Revenue Service guidance thereunder. This amendment shall supersede the provisions of the Plan to the extentthose provisions are inconsistent with the provisions of the amendment.

 

**I.**

 

Section 2 ofthe Plan is hereby amended by adding the following to the end of the definitionof “Compensation” as a part thereof:

 

“For the Plan Year beginning April 1, 2003, the adjusted amount   is $200,000.”

 

**II.**

 

Section 2 ofthe Plan is hereby further amended by substituting the following for thedefinition of “Statutory Compensation” where it appears therein:

 

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“The total remuneration paid to an Employee by the Employer during thePlan Year for personal services rendered to the Employer, excluding employeecontributions to a plan of deferred compensation, amounts realized inconnection with stock options and amounts which receive special tax benefits,and including any Company Salary Reduction Contributions made on behalf of anEmployee for the Plan Year to the ECAP and effective for Plan Years beginningon and after April 1, 2001, pre-tax amounts contributed under a Section 132(f)transportation fringe plan.”

 

**III.**

 

Section 7 ofthe Plan is hereby amended effective for Plan Years beginning on and afterApril 1, 2003 by substituting “100%” for “25%” where it appears therein and bysubstituting “$40,000” for “$30,000” where it appears therein.

 

**IV.**

 

Section 12 ofthe Plan is hereby amended by adding the following new paragraph (f) to the endas a part thereof:

 

“(f)   Minimum DistributionRequirements Beginning January 1, 2003.

 

1.             GeneralRules.

 

(A)          EffectiveDate.  The provisions of thisSection 12(f) will apply for purposes of determining required minimumdistributions for calendar years beginning with the 2003 calendar year.

 

(B)           Coordinationwith Minimum Distribution Requirements Previously in Effect.  To the extent applicable, required minimumdistributions for 2002 under this Section 12(f) will be determined as follows.If the total amount of 2002 required minimum distributions under the Plan madeto the distributee prior to the effective date of this Section 12(f) equals orexceeds the required minimum distributions determined under this Section 12(f),then no additional distributions will be required to be made for 2002 on orafter such date to the distributee. If the total amount of 2002 requiredminimum distributions under the Plan made to the distributee prior to theeffective date of this Section 12(f) is less than the amount determined underthis Section 12(f), then required minimum distributions for 2002 on and aftersuch date will be determined so that the total amount of required minimumdistributions for 2002 made to the distributee will be the amount determinedunder this Section 12(f).  This Section12(f)(1)(B) does not apply.

 

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(C)           Precedence.  The requirements of this Section 12(f) willtake precedence over any inconsistent provisions of the Plan.

 

(D)          Requirementsof Treasury Regulations Incorporated. All distributions required under this Section 12(f) will be determinedand made in accordance with the Treasury regulations under Section 401(a)(9) ofthe Code.

 

(E)           TEFRASection 242(b)(2) Elections. Notwithstanding the other provisions of this Section 12(f),distributions may be made under a designation made before January 1, 1984, inaccordance with Section 242(b)(2) of the Tax Equity and Fiscal ResponsibilityAct (TEFRA) and the provisions of the plan that relate to Section 242(b)(2) ofTEFRA.

 

2.             Timeand Manner of Distribution.

 

(A)          RequiredBeginning Date.  The Participant’sentire interest will be distributed, or begin to be distributed, to theParticipant no later than the Participant’s required beginning date.

 

(B)           Deathof Participant Before Distributions Begin. If the Participant dies before distributions begin, the Participant’sentire interest will be distributed, or begin to be distributed, no later thanas follows:

 

(i)            If the Participant’s surviving Spouse isthe Participant’s sole designated Beneficiary, then distributions to thesurviving Spouse will begin by December 31 of the calendar year immediatelyfollowing the calendar year in which the Participant died, or by December 31 ofthe calendar year in which the Participant would have attained age 70 1/2, iflater.

 

(ii)           If the Participant’s surviving Spouse is notthe Participant’s sole designated Beneficiary to the designated Beneficiary byDecember 31 of the calendar year containing the fifth anniversary of theParticipant’s death.  If theParticipant’s surviving Spouse is the Participant’s sole designated Beneficiaryand the surviving Spouse dies after the Participant but before distributions toeither the Participant or the surviving Spouse begin, this provision will applyas if the surviving Spouse were the Participant.

 

(iii)          If there is no designated Beneficiary as ofSeptember 30 of the year following the year of the Participant’s death, theParticipant’s entire interest will be distributed by December 31 of thecalendar year containing the fifth anniversary of the Participant’s death.

 

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(iv)          If the Participant’s surviving Spouse is theParticipant’s sole designated Beneficiary and the surviving Spouse dies afterthe Participant but before distributions to the surviving Spouse begin, thisSection 12(f)(2)(B), other than Section 12(f)(2)(i)(2)(A), will apply as if thesurviving Spouse were the Participant.

 

For purposes of this Section 12(f)(2)(B) andSection 12(f)(4) below, unless Section 12(f)(2)(B) applies, distributions areconsidered to begin on the Participant’s required beginning date. If Section12(f)(2)(B)(iv) applies, distributions are considered to begin on the datedistributions are required to begin to the surviving Spouse under Section12(f)(2)(B)(i). If distributions under an annuity purchased from an insurancecompany irrevocably commence to the Participant before the Participant’srequired beginning date (or to the Participant’s surviving Spouse before thedate distributions are required to begin to the surviving Spouse under Section12(f)(2)(B)(i), the date distributions are considered to begin is the datedistributions actually commence.

 

(C)           Forms of Distribution.  Unless the Participant’s interest isdistributed in the form of an annuity purchased from an insurance company or ina single sum on or before the required beginning date, as of the firstdistribution calendar year distributions will be made in accordance withSections 12(f)(3) and (4). If the Participant’s interest is distributed in theform of an annuity purchased from an insurance company, distributions thereunderwill be made in accordance with the requirements of Section 401(a)(9) of theCode and the Treasury regulations.

 

3.             RequiredMinimum Distributions During Participant’s Lifetime.

 

(A)          Amount of Required Minimum DistributionFor Each Distribution Calendar Year. During the Participant’s lifetime, the minimum amount that will bedistributed for each distribution calendar year is the lesser of:

 

(i)            the quotient obtained by dividing theParticipant’s account balance by the distribution period in the UniformLifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations,using the Participant’s age as of the Participant’s birthday in thedistribution calendar year; or

 

(ii)           if the Participant’s sole designatedBeneficiary for the distribution calendar year is the Participant’s Spouse, thequotient obtained by dividing the Participant’s account balance by the numberin the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of theTreasury regulations, using the Participant’s and Spouse’s attained ages as

 

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of the Participant’s and Spouse’s birthdays in the distributioncalendar year.

 

(B)           Lifetime Required Minimum DistributionsContinue Through Year of Participant’s Death.  Required minimum distributions will be determined under thisSection 12(f) beginning with the first distribution calendar year and up to andincluding the distribution calendar year that includes the Participant’s dateof death.

 

4.             RequiredMinimum Distributions After Participant’s Death.

 

(A)          Death On or After Date Distributions Begin.

 

(i)            Participant Survived by DesignatedBeneficiary. If the Participant dies on or after the date distributionsbegin and there is a designated Beneficiary, the minimum amount that will bedistributed for each distribution calendar year after the year of theParticipant’s death is the quotient obtained by dividing the Participant’saccount balance by the longer of the remaining life expectancy of theParticipant or the remaining life expectancy of the Participant’s designatedBeneficiary, determined as follows:

 

(a)           The Participant’s remaining life expectancyis calculated using the age of the Participant in the year of death, reduced byone for each subsequent year.

 

(b)           If the Participant’s surviving Spouse is theParticipant’s sole designated Beneficiary, the remaining life expectancy of thesurviving Spouse is calculated for each distribution calendar year after theyear of the Participant’s death using the surviving Spouse’s age as of theSpouse’s birthday in that year. For distribution calendar years after the yearof the surviving Spouse’s death, the remaining life expectancy of the survivingSpouse is calculated using the age of the surviving Spouse as of the Spouse’sbirthday in the calendar year of the Spouse’s death, reduced by one for eachsubsequent calendar year.

 

(c)           If the Participant’s surviving Spouse is notthe Participant’s sole designated Beneficiary, the designated Beneficiary’sremaining life expectancy is calculated using the age of the Beneficiary in theyear following the year of the Participant’s death, reduced by one for eachsubsequent year.

 

(ii)           No Designated Beneficiary. If theParticipant dies on or after the date distributions begin and there is no designatedBeneficiary as of September 30 of the year after the year of the Participant’sdeath, the minimum amount that will be distributed for each distributioncalendar year after the year of the Participant’s death is the

 

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quotient obtained by dividing the Participant’s account balance by theParticipant’s remaining life expectancy calculated using the age of theParticipant in the year of death, reduced by one for each subsequent year.

 

(B)           Death Before Date Distributions Begin.

 

(i)            Participant Survived by DesignatedBeneficiary. To the extent Section 12(f)(2)(B)(ii) does not contain the‘five-year rule,’ if the Participant dies before the date distributions beginand there is a designated Beneficiary, the minimum amount that will bedistributed for each distribution calendar year after the year of theParticipant’s death is the quotient obtained by dividing the Participant’saccount balance by the remaining life expectancy of the Participant’s designatedBeneficiary, determined as provided in Section 12(f)(4)(A).

 

(ii)           No Designated Beneficiary. If theParticipant dies before the date distributions begin and there is no designatedBeneficiary as of September 30 of the year following the year of the Participant’sdeath, distribution of the Participant’s entire interest will be completed byDecember 31 of the calendar year containing the fifth anniversary of theParticipant’s death.

 

(iii)          Death of Surviving Spouse BeforeDistributions to Surviving Spouse Are Required to Begin. If the Participantdies before the date distributions begin, the Participant’s surviving Spouse isthe Participant’s sole designated Beneficiary, and the surviving Spouse diesbefore distributions are required to begin to the surviving Spouse underSection 12(f)(2)(B)(i), this Section 12(f)(4)(B) will apply as if the survivingSpouse were the Participant.

 

5.             Definitions.

 

(A)          Designated Beneficiary. The individualwho is designated as the Beneficiary under Section 12 and is the designatedBeneficiary under Section 401(a)(9) of the Code and Section 1.401(a)(9)-1,Q&A-4, of the Treasury Regulations.

 

(B)           Distribution calendar year. Acalendar year for which a minimum distribution is required. For distributionsbeginning before the Participant’s death, the first distribution calendar yearis the calendar year immediately preceding the calendar year which contains theParticipant’s required beginning date. For distributions beginning after theParticipant’s death, the first distribution calendar year is the calendar yearin which distributions are required to begin under Section 12(f)(2)(B). Therequired minimum distribution for the Participant’s first distribution calendaryear will be made on or before the Participant’s required beginning date. The

 

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required minimum distribution for other distribution calendar years,including the required minimum distribution for the distribution calendar yearin which the Participant’s required beginning date occurs, will be made on orbefore December 31 of that distribution calendar year.

 

(C)           Life expectancy. Life expectancy ascomputed by use of the Single Life Table in Section 1.401(a)(9)-9 of theTreasury Regulations.

 

(D)          Participant’s account balance. Theaccount balance as of the last valuation date in the calendar year immediatelypreceding the distribution calendar year (valuation calendar year) increased bythe amount of any contributions made and allocated or forfeitures allocated tothe account balance as of dates in the valuation calendar year after thevaluation date and decreased by distributions made in the valuation calendaryear after the valuation date. The account balance for the valuation calendaryear includes any amounts rolled over or transferred to the Plan either in thevaluation calendar year or in the distribution calendar year if distributed ortransferred in the valuation calendar year.

 

(E)           Required beginning date. The datespecified in Section 12(c).”

 

**V.**

 

Section 13 ofthe Plan is hereby amended by adding the following new Section 13(d) at the endas a part thereof:

 

“(d)         DiversificationExtension.  Notwithstanding anythingcontained in the Plan to the contrary, effective for Plan Years beginning onand after April 1, 2002, a Participant who was previously eligible to elect todiversify Post-1986 Shares under part (a) of this Section 13 and who did notelect to so diversify the entire amount eligible for diversification during thesix year diversification period applicable to such Participant (and who is nowineligible to make any election under part (a) of this Section 13) or who hashad additional shares contributed to his Account after the diversificationperiod under part (a) of this Section 13, shall be permitted to elect todiversify up to 50% of the number of Post-1986 Shares allocated to his CompanyStock Account, PAYSOP Account and Matching Account since the inception of thePlan, the Kilsby ESOP, the Republic ESOP or the ECAP less all shares withrespect to which amounts have previously been diversified under part (a) ofSection 13.  An election to “diversify”must be made on the prescribed form and filed with the Committee within the90-day period immediately following the Allocation Date of a Plan Year. For thePlan Year ending March 31, 2002, such election must be received by the PlanAdministrator no later than February 28, 2003. “Diversification” under this part (d) will be effected by distributingto Participants (in shares of Company Stock, cash or a combination of both, asdetermined by the Committee) the portion of their

 

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Company StockAccounts, PAYSOP Accounts and Matching Accounts with respect to which adiversification election set forth herein is made.  Any distribution shall occur within 90 days after the electionhereunder is made and shall be subject to the provisions of Section 14(c).”

 

**VI.**

 

Section 18 ofthe Plan is hereby amended by adding the following to the end as a partthereof:

 

“18.         ClaimsProcedure for Claims Made On and After January 1, 2002

 

(a)           Definitions.  For purposes of this Section 18, thefollowing words or phrases in quotes when capitalized will have the meaning setforth below:

 

(1)           “Adverse Benefit Determination” means adenial, reduction or the termination of, or a failure to provide or makepayment (in whole or in part) with respect to a Claim for a benefit, includingany such denial, reduction, termination, or failure to provide or make paymentthat is based on a determination of a Participant’s or Beneficiary’seligibility to participate in the Plan.

 

(2)           “Claim” means a request for a benefit oreligibility to participate in the Plan, made by a Claimant in accordance withthe Plan’s procedures for filing Claims, as described in this Section 18.  For this purpose, an inquiry or request forreconsideration made under the Plan’s established administrative procedureswill not constitute a Claim.

 

(3)           “Claimant” is defined in Section 14.3(b)(2).

 

(4)            “Notice” or “Notification” means thedelivery or furnishing of information to an individual in a manner thatsatisfies applicable Department of Labor regulations with respect to materialrequired to be furnished or made available to an individual.

 

(5)           “Relevant Documents” include documents,records or other information with respect to a Claim that:

 

(A)          were relied upon by the Claims Administratorin making the benefit determination;

 

(B)           were submitted to, considered by orgenerated for, the Claims Administrator in the course of making the benefitdetermination, without regard to whether such documents, records

 

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or other information were relied upon by the Claims Administrator inmaking the benefit determination;

 

(C)           demonstrate compliance with administrativeprocesses and safeguards required in making the benefit determination; or

 

(D)          constitute a statement of policy or guidancewith respect to the Plan concerning the denied benefit for the Participant’scircumstances, without regard to whether such advice was relied upon by theClaims Administrator in making the benefit determination.

 

(b)           Procedure for Filing a Claim.  In order for a communication from a Claimantto constitute a valid Claim, it must satisfy the following paragraphs (1) and(2) of this paragraph (b).

 

(1)           Any Claim submitted by a Claimant must be inwriting on the appropriate Claim form (or in such other manner acceptable tothe Claims Administrator) and delivered, along with any supporting comments,documents, records and other information, to the Claims Administrator inperson, or by mail postage paid, to the address for the Claims Administratorprovided in the Summary Plan Description.

 

(2)           Claims and appeals of denied Claims may bepursued by a Participant or an authorized representative of the Participant(each of whom will be referred to in this section as a “Claimant”).  However, the Claims Administrator mayestablish reasonable procedures for determining whether an individual has beenauthorized to act on behalf of a Participant.

 

(c)           Initial Claim Review.  The initial Claim review will be conductedby the Claims Administrator, with or without the presence of the Claimant, asdetermined by the Claims Administrator in its discretion.  The Claims Administrator will consider theapplicable terms and provisions of the Plan and amendments to the Plan,information and evidence that is presented by the Claimant and any otherinformation it deems relevant.  Inreviewing the Claim, the Claims Administrator will also consider and beconsistent with prior determinations of Claims from other Claimants who weresimilarly situated and which have been processed through the Plan’s claims andappeals procedures within the past 24 months.

 

(d)           Initial Benefit Determination.

 

(1)           The Claims Administrator will notify theClaimant of the Claims Administrator’s determination within a reasonable periodof

 

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time, but in any event (except as described in paragraph (2) below)within 90 days after receipt of the Claim by the Claims Administrator.

 

(2)           The Claims Administrator may extend theperiod for making the benefit determination by 90 days if it determines thatsuch an extension is necessary due to matters beyond the control of the Planand if it notifies the Claimant, prior to the expiration of the initial 90 dayperiod, of circumstances requiring the extension of time and the date by whichthe Claims Administrator expects to render a decision.

 

(e)           Manner and Content of Notification ofAdverse Benefit Determination.

 

(1)           The Claims Administrator will provide aClaimant with written or electronic Notice of any Adverse BenefitDetermination, in accordance with applicable Department of Labor regulations.

 

(2)           The Notification will set forth in a mannercalculated to be understood by the Claimant:

 

(A)          The specific reason or reasons for theAdverse Benefit Determination;

 

(B)           Reference to the specific provision(s) ofthe Plan on which the determination is based;

 

(C)           Description of any additional material orinformation necessary for the Claimant to perfect the Claim and an explanationof why such material or information is necessary;

 

(D)          A description of the Plan’s review proceduresand the time limits applicable to such procedures, including a statement of theClaimant’s right to bring a civil action under Section 502(a) of ERISAfollowing an Adverse Benefit Determination on review.

 

(f)            Procedure for Filing a Review of anAdverse Benefit Determination.

 

(1)           Any appeal of an Adverse Benefit Determinationby a Claimant must be brought to the Claims Administrator within 60 days afterreceipt of the Notice of the Adverse Benefit Determination.  Failure to appeal within such 60-day periodwill be deemed to be a failure to exhaust all administrative remedies under thePlan.  The appeal must be in writingutilizing the appropriate form provided by the Claims Administrator (or in suchother manner acceptable to the Claims Administrator); provided, however, thatif the Claims Administrator does

 

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not provide the appropriate form, no particular form is required to beutilized by the Participant.  The appealmust be filed with the Claims Administrator at the address listed in theSummary Plan Description.

 

(2)           A Claimant will have the opportunity tosubmit written comments, documents, records and other information relating tothe Claim.

 

(g)           Review Procedures for Adverse BenefitDeterminations.

 

(1)           The Claims Administrator will provide areview that takes into account all comments, documents, records and otherinformation submitted by the Claimant without regard to whether suchinformation was submitted or considered in the initial benefit determination.

 

(2)           The Claimant will be provided, upon requestand free of charge, reasonable access to and copies of all Relevant Documents.

 

(3)           The review procedure may not require morethan two levels of appeals of an Adverse Benefit Determination.

 

(h)           Timing and Notification of BenefitDetermination on Review.  The ClaimsAdministrator will notify the Claimant within a reasonable period of time, butin any event within 60 days after the Claimant’s request for review, unless theClaims Administrator determines that special circumstances require an extensionof time for processing the review of the Adverse Benefit Determination.  If the Claims Administrator determines thatan extension is required, written Notice will be furnished to the Claimantprior to the end of the initial 60-day period indicating the special circumstancesrequiring an extension of time and the date by which the Claims Administratorexpects to render the determination on review, which in any event will bewithin 60 days from the end of the initial 60-day period.  If such an extension is necessary due to afailure of the Claimant to submit the information necessary to decide theClaim, the period in which the Claims Administrator is required to make adecision will be tolled from the date on which the notification is sent to theClaimant until the Claimant adequately responds to the request for additionalinformation.

 

(i)            Manner and Content of Notification ofBenefit Determination on Review.

 

(1)           The Claims Administrator will provide awritten or electronic Notice of the Plan’s benefit determination on review, inaccordance with applicable Department of Labor regulations.

 

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(2)           The Notification will set forth:

 

(A)          The specific reason or reasons for theAdverse Benefit Determination;

 

(B)           Reference to the specific provision(s) ofthe Plan on which the determination is based;

 

(C)           A statement that the Claimant is entitled toreceive, upon request and free of charge, reasonable access to and copies ofall Relevant Documents; and

 

(D)          A statement of the Claimant’s right to bringa civil action under Section 502(a) of ERISA following an Adverse BenefitDetermination on review.

 

**VII.**

 

Section 21 ofthe Plan is hereby amended by adding the following new subparagraph (f) to theend as a part thereof:

 

“SECTION 21(f). MODIFICATION OF TOP-HEAVY RULES

 

(1)           Effectivedate. This Section shall apply for purposes of determining whether the plan isa top-heavy plan under Section 416(g) of the Code for plan years beginningafter December 31, 2001, and whether the plan satisfies the minimumbenefits requirements of Section 416(c) of the Code for such years. Thissection amends Section 21 of the plan.

 

(2)           Determinationof top-heavy status.

 

(a)           Keyemployee.  Key employee means anyemployee or former employee (including any deceased employee) who at any timeduring the plan year that includes the determination date was an officer of theemployer having annual compensation greater than $130,000 (as adjusted underSection 416(i)(1) of the Code for Plan Years beginning after December 31,2002), a 5-percent owner of the employer, or a 1-percent owner of the employerhaving annual compensation of more than $150,000. For this purpose, annualcompensation means compensation within the meaning of Section 415(c)(3) of theCode. The determination of who is a key employee will be made in accordancewith Section 416(i)(1) of the Code and the applicable regulations and otherguidance of general applicability issued thereunder.

 

(b)           Determinationof present values and amounts.  ThisSection 2.(b) shall apply for purposes of determining the present values ofaccrued benefits and the amounts of account balances of employees as of thedetermination date.

 

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(i)            Distributionsduring year ending on the determination date. The present values of accrued benefits and the amounts of accountbalances of an employee as of the determination date shall be increased by thedistributions made with respect to the employee under the plan and any planaggregated with the plan under Section 416(g)(2) of the Code during the 1-yearperiod ending on the determination date. The preceding sentence shall alsoapply to distributions under a terminated plan which, had it not beenterminated, would have been aggregated with the plan under Section416(g)(2)(A)(i) of the Code. In the case of a distribution made for a reasonother than separation from service, death, or disability, this provision shallbe applied by substituting “5-year period” for “1-year period.”

 

(ii)           Employeesnot performing services during year ending on the determination date.  The accrued benefits and accounts of anyindividual who has not performed services for the employer during the 1-yearperiod ending on the determination date shall not be taken into account.

 

(3)           Minimumbenefits.

 

(a)           Matchingcontributions.  Employer matchingcontributions shall be taken into account for purposes of satisfying theminimum contribution requirements of Section 416(c)(2) of the Code and theplan. The preceding sentence shall apply with respect to matching contributionsunder the plan or, if the plan provides that the minimum contributionrequirement shall be met in another plan, such other plan. Employer matchingcontributions that are used to satisfy the minimum contribution requirementsshall be treated as matching contributions for purposes of the actualcontribution percentage test and other requirements of Section 401(m) of theCode.

 

(b)           Contributionsunder other plans.  The employer mayprovide in the adoption agreement that the minimum benefit requirement shall bemet in another plan (including another plan that consists solely of a cash ordeferred arrangement which meets the requirements of Section 401(k)(12) of theCode and matching contributions with respect to which the requirements ofSection 401(m)(11) of the Code are met).”

 

**IN WITNESS WHEREOF**,the Company has caused this Fourth Amendment to be executed by its dulyauthorized officer as of the 16th day of January, 2003.

 

**EARLE M. JORGENSEN COMPANY**

 
| By:    | /s/ WILLIAM S. JOHNSON                                |   |
|--------|-------------------------------------------------------|--------|
|   |                                                  |
| Name:  | William S.  Johnson                                   |
|   |                                                  |
| Title: | Vice President, Chief Financial Officer and Secretary |
|   |                                                  |
| Date:  | January 16, 2003                                      |

 

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