Amendment to the Rights Agreement



 Exhibit 4.1 
 AMENDMENT TO RIGHTS AGREEMENT 
 This AMENDMENT (“Amendment”), dated as of
July 24, 2007 by and between Ryerson Inc., a Delaware corporation (the “Company”), and The Bank of New York, a New York banking corporation (the “Rights Agent”). 
 WITNESSETH 
 WHEREAS, the Company and the
Rights Agent are parties to the Amended and Restated Rights Agreement, dated as of November 25, 1997 and amended and restated as of April 1, 2004 (the “Rights Agreement”); 
 WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Rights Agreement;

 WHEREAS, the Company believes it is in the best interest of the Company and its stockholders to enter into an Agreement and Plan of Merger
(the “Merger Agreement”) with Rhombus Holding Corporation a Delaware corporation, (“Parent”), and Rhombus Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent; 
 WHEREAS, the Board of Directors of the Company has determined that an amendment to the Rights Agreement as set forth herein is necessary and desirable in
connection with the foregoing; 
 WHEREAS, pursuant to Section 27 of the Rights Agreement, prior to the Distribution Date, the Company
may, and the Rights Agent shall, if the Company so directs, supplement or amend the Rights Agreement without the approval of any holders of certificates representing shares of Common Stock and associated Rights; and 
 WHEREAS, an officer of the Company has delivered to the Rights Agent a certificate as to the compliance of this Amendment with the terms of
Section 27 of the Rights Agreement. 
 NOW, THEREFORE, in consideration of the premises and agreements set forth herein and in the
Rights Agreement, the parties hereto, intending to be legally bound, agree as follows: 
 Section 1. Defined Terms.
Section 1 of the Rights Agreement is hereby amended to add thereto the following paragraphs (p), (q), (r), (s) and (t) as follows: 
 “(p) “Exempt Event” shall have the meaning set forth in the definition of “Acquiring Person.” 
 (q)
“Merger” shall mean the merger of Sub with and into the Company pursuant to the terms of the Merger Agreement. 







 (r) “Merger Agreement” shall mean that certain Agreement and Plan of Merger, dated as of
July 24, 2007, by and among the Company, Parent and Sub, as it may be amended from time to time. 
 (s) “Parent” shall mean
Rhombus Holding Corporation, a Delaware corporation. 
 (t) “Sub” shall mean Rhombus Merger Corporation, a Delaware corporation and
wholly owned subsidiary of Parent.” 
 Section 2. Amendment to Definition of Acquiring Person. The definition of
“Acquiring Person” set forth in Section 1(a) of the Rights Agreement is hereby amended and supplemented by adding the following sentence to the end thereof: 
 “Notwithstanding anything in this Agreement to the contrary, neither Parent, Sub nor any of its existing or future Affiliates or Associates shall be deemed to be an Acquiring Person solely by virtue of
(i) the approval, execution or delivery of the Merger Agreement, (ii) the public or other announcement of the Merger Agreement or the other transactions contemplated by the Merger Agreement or (iii) the consummation of the Merger or
the other transaction contemplated by the Merger Agreement (each of the events described in clauses (i), (ii) or (iii) an “Exempt Event”).” 
 Section 3. Amendment to Section 3(a) of the Rights Agreement. Section 3(a) of the Rights Agreement is amended by adding the following sentence at the end thereof: 
 “Notwithstanding anything in this Agreement to the contrary, neither a Stock Acquisition Date nor a Distribution Date shall be deemed to have
occurred solely as the result of an Exempt Event.” 
 Section 4. Amendment to Definition of Expiration Date.
Section 7(a) of the Rights Agreement is amended by deleting the word “and” immediately preceding clause (iv), deleting the parenthetical “(the earliest of (i), (ii), (iii), and (iv) being herein referred to as the
“Expiration Date”)” at the end of clause (iv) and adding the following at the end of clause (iv): 
 “and
(v) immediately prior to the Effective Time, as that term is defined in the Merger Agreement (the earliest of (i), (ii), (iii), (iv) and (v) being herein referred to as the “Expiration Date”). 
 Section 5. Amendment to Section 7(a) of the Rights Agreement. Section 7(a) of the Rights Agreement is amended by adding the
following sentence at the end thereof: 
 “Notwithstanding anything to the contrary in this Agreement, no Exempt Event shall be deemed to
be an event that causes the Rights to become exercisable under the provisions of this Section 7 or otherwise.” 
  

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 Section 6. Amendment to Section 11(a)(ii) of the Rights Agreement.
Section 11(a)(ii) of the Rights Agreement is amended by adding the following sentence at the end thereof: 
 “Notwithstanding
anything to the contrary in this Agreement, no Exempt Event shall be deemed to constitute an event of the type described in this Section 11(a)(ii) or cause the Rights to be adjusted or become exercisable in accordance with this Section 11.

 Section 7. Amendment to Section 13 of the Rights Agreement. Section 13 of the Rights Agreement is amended by adding
the following sentence at the end thereof: 
 “Notwithstanding anything to the contrary in this Agreement, no Exempt Event shall be
deemed to be an event of the type described in this Section 13 or cause the Rights to be adjusted or to become exercisable in accordance with this Section 13 or otherwise be subject to any restrictions contained in this
Section 13.” 
 Section 8. Amendment to Section 30 of the Rights Agreement. Section 30 of the Rights
Agreement is amended by adding the following sentence at the end thereof: 
 “Notwithstanding the foregoing, nothing in this Agreement
shall be construed to give any registered holder of the Right Certificates (and prior to any Distribution Date, the Common Stock) any legal or equitable rights, remedy or claim under this Agreement in connection with any Exempt Event.”

 Section 9. Termination of Merger Agreement. If for any reason the Merger Agreement is terminated, then this Amendment shall be
of no further force and effect and the Rights Agreement shall remain exactly the same as it existed immediately prior to the effectiveness of this Amendment. If for any reason the Merger Agreement is terminated, the Company shall notify the Rights
Agent in accordance with Section 26 of the Rights Agreement. 
 Section 10. Effectiveness. This Amendment shall be deemed
effective as of, and immediately prior to, the execution and delivery of the Merger Agreement. Except as amended by this Amendment, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected by this Amendment.

 Section 11. Severability. If any provision of this Amendment, or the application of such provision to any person or
circumstance, shall be held by a court of competent jurisdiction or other authority to be invalid, illegal or unenforceable, the remainder of the provisions of this Amendment shall remain in full force and effect and shall in no way be affected,
impaired or invalidated. 
 Section 12. Counterparts. This Amendment may be executed in any number of counterparts, and each of
such counterparts shall for all purposes be deemed an original, but all such counterparts shall together constitute but one and the same instrument. 
  

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 Section 13. Governing Law. This Amendment shall be deemed to be a contract made under the
laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts made and to be performed entirely within such state except as to the rights and duties of the
Rights Agent which shall be governed by and construed in accordance with the laws of the State of Illinois. 
 Section 14.
Descriptive Headings. Descriptive headings of the several sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Amendment. 
 [Signature Page Follows] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and
year first written above. 
  

							
	Attest:	  	RYERSON INC.
				
	By:	 	 /s/ Virginia M. Dowling
	  	By:	 	 /s/ Jay M. Gratz

	Name:	 	Virginia M. Dowling	  	Name:	 	Jay M. Gratz
	Title:	 	Vice President and Secretary	  	Title:	 	Executive Vice President and Chief Financial Officer
			
		 		  	 Countersigned:
  
 THE BANK OF NEW YORK, as Rights Agent

				
		 		  	By:	 	 /s/ Douglas DiTorro

		 		  	Name:	 	Douglas DiTorro
		 		  	Title:	 	Assistant Vice President