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EXHIBIT 4.4




SCHUFF INTERNATIONAL, INC.

DIRECTOR COMPENSATION PLAN




ARTICLE 1. ESTABLISHMENT, PURPOSE, AND DURATION



     1.1 Establishment of the Plan. Schuff International, Inc., a Delaware
corporation (the “Company”), establishes the “Schuff International Director
Compensation Plan” (the “Plan”) for its Nonemployee Directors, as set forth in
this document. The Plan sets forth the Annual Retainer payable to Nonemployee
Directors and grants shares of Stock and Nonqualified Stock Options to
Nonemployee Directors, subject to the terms below.



          Subject to the approval of the Plan by the Company’s shareholders, the
Plan will become effective January 1, 1998 (the “Effective Date”). However,
Stock and Options granted under the Plan will be canceled if the Plan is not
approved by the Company’s shareholders at its next regularly scheduled
shareholders’ meeting after the Effective Date.



     1.2 Purpose of the Plan. The purpose of the Plan is to further the
Company’s short- and long-term objectives by attracting and retaining the
services of Nonemployee Directors of outstanding competence and by linking the
personal interests of Nonemployee Directors to those of the Company’s
shareholders.



     1.3 Duration of the Plan. The Plan will begin on the Effective Date and
shall remain in effect until all Stock under the Plan has been granted or
purchased according to the Plan’s provisions or until the Board of Directors
exercises its right to terminate the Plan. However, no shares of Stock or
Option may be granted under the Plan after December 31, 2007.




ARTICLE 2. DEFINITIONS AND CONSTRUCTION



     2.1 Definitions. Whenever used in the Plan, the following terms shall
have the meanings set forth below and, when the meaning is intended, the
initial letter of the word is capitalized:





		
	 	     (a) “Annual Grant Date” means the third business day following the
public release of the Company’s fiscal year-end earnings information.





		
	 	     (b) “Annual Retainer” means the annual fee payable by the Company to
a Nonemployee Director, including amounts payable for service as a
chairperson of a committee of the Board, but excluding Board and
committee meeting fees.





		
	 	     (c) “Board” or “Board of Directors” means the Board of Directors of
Schuff Steel Company, and includes any committee of the Board of
Directors designated by the Board to administer part or all of this Plan.



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	 	     (d) “Code” means the Internal Revenue Code of 1986, as amended from
time to time.





		
	 	     (e) “Committee” means the committee of the Board of Directors
appointed by the Board to administer this Plan.





		
	 	     (f) “Company” means Schuff Steel Company, a Delaware corporation, or
any successor thereto as provided in Section 9.2 herein.





		
	 	     (g) “Exchange Act” means the Securities Exchange Act of 1934, as
amended from time to time, or any successor Act thereto.





		
	 	     (h) “Fair Market Value” means the fair market value of such Stock as
determined by the Board in its discretion, under one of the following
methods: (i) the closing price for the Stock as reported on any national
securities exchange on which the Stock is then listed (which shall
include the NASDAQ National Market) for that date or, if no price is so
reported for that date, such price on the next preceding date for which
the closing price was reported; or (ii) the price as determined by such
methods or procedures as may be established from time to time by the
Board.





		
	 	     (i) “Nonemployee Director” means any individual who is a member of
the Board of Directors, but who is not otherwise an employee of the
Company.





		
	 	     (j) “Nonqualified Stock Option” or “NQSO” means an option to
purchase Shares, granted under Article 7, which is not intended to be an
incentive stock option qualifying under Code Section 422.





		
	 	     (k) “Option” means a Nonqualified Stock Option under this Plan.





		
	 	     (l) “Participant” means a Nonemployee Director of the Company who
has outstanding an award granted under the Plan.





		
	 	     (m) “Stock” means the shares of common stock of Schuff Steel
Company.



     2.2 Gender and Number. Except where otherwise indicated by the context,
any masculine term used herein also shall include the feminine; the plural
shall include the singular and the singular shall include the plural.



     2.3 Severability. In the event that a court of competent jurisdiction
determines that any portion of this Plan is in violation of any statute, common
law, or public policy, then only such portion shall be stricken. All portions
of this Plan that do not violate any statute or public policy shall continue in
full force and effect.




ARTICLE 3. ADMINISTRATION



     3.1 The Committee. The Plan shall be administered by the Board or a
Committee of two or more Nonemployee Directors appointed by the Board to
administer the Plan, subject to the restrictions set forth in this Plan.
Except as otherwise provided,



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reference to the Committee shall refer to the Board if the Board does not
appoint a Committee to administer the Plan.



     3.2 Administration by the Committee. The Committee shall have full power,
discretion, and authority to interpret and administer this Plan in a manner
which is consistent with the Plan’s provisions. However, in no event shall the
Committee have the power to take any action that would result in the Plan not
being treated as a formula plan under Section 16 of the Exchange Act.



     3.3 Decisions Binding. All decisions made by the Committee pursuant to
the provisions of the Plan, and all related orders or resolutions of the
Committee shall be final, conclusive, and binding on all persons, including the
Company, its stockholders, employees, Participants, and their estates and
beneficiaries.




ARTICLE 4. SHARES SUBJECT TO THE PLAN



     4.1 Number of Shares. Subject to adjustment as provided in Section 4.3
herein, the total number of shares of Stock available for grant under the Plan
may not exceed 50,000. The Stock issued may be authorized and unissued Stock
or Stock reacquired by the Company, as determined by the Committee.



     4.2 Lapsed Awards. If any Option granted under this Plan terminates,
expires, or lapses for any reason, any Stock subject to purchase pursuant to
such Option again shall be available for grant under the Plan.



     4.3 Adjustments in Authorized Shares. In the event of any merger,
reorganization, consolidation, recapitalization, separation, liquidation, stock
dividend, split-up, Stock combination, or other change in the corporate
structure of the Company affecting the Stock, the number and/or type of Stock
subject to any outstanding Award, the Option exercise price per share under any
outstanding Option, will be automatically adjusted so that the proportionate
interests of the Participants will be maintained as before the occurrence of
such event. Any adjustment pursuant to this Section 4.3 will be conclusive and
binding for all purposes of this Plan.




ARTICLE 5. ELIGIBILITY AND PARTICIPATION



     5.1 Eligibility. Persons eligible to participate in this Plan are limited
to Nonemployee Directors.



     5.2 Actual Participation. All eligible Nonemployee Directors shall
receive an Annual Retainer under Article 6 and shall receive grants of Stock
and Options pursuant to Article 7.




ARTICLE 6. BOARD COMPENSATION



     6.1 Annual Retainer. In consideration for service on the Board, each
Nonemployee Director shall be entitled to an Annual Retainer equal to $20,000,
or such other amount as determined from time to time by the Board. The Annual
Retainer shall be



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paid in quarterly installments provided that the Nonemployee Director is
providing services as a member of the Board on such date. If a Nonemployee
Director terminates service on the Board prior to the last day of a calendar
quarter, the Nonemployee Director shall be entitled to receive a pro rata
portion of his Annual Retainer for such quarter.



     6.2 Board and Committee Fees and Expenses. Each Nonemployee Director
shall be entitled to a fee equal to $1,000 for each Board meeting and a fee
equal to $700 for each Board committee meeting that is not in conjunction with
a Board meeting. Such amounts may be adjusted from time to time in the Board’s
discretion. In addition, the Company shall reimburse each Nonemployee Director
for reasonable expenses incurred by the Nonemployee Director for traveling to
and attending Board and Board committee meetings.



     6.3 Method of Payment. A Nonemployee Director’s Annual Retainer shall be
paid in cash or in shares of Stock, the Fair Market Value of which shall be
determined as of the third business day after the public release of the
Company’s earnings information for the quarter, and shall be issued promptly
thereafter. The determination of the portion of the Annual Retainer to be paid
in cash or Stock shall be pursuant to an irrevocable annual election made by
the Nonemployee Director on or before February 15 of each year. The Board and
Board committee fees will be paid in cash promptly after such meetings.




ARTICLE 7. STOCK AND OPTION GRANTS



     7.1 Annual Grant of Stock. Subject to the limitation on the number of
shares that may be awarded under this Plan, each Nonemployee Director shall be
granted 500 shares of Stock on the third business day following the public
release of the Company’s fiscal year-end earnings information.



     7.2 Annual Grant of Options. Subject to the limitation on the number of
shares that may be awarded under this Plan, each Nonemployee Director shall be
granted an Option to purchase 500 shares of Stock on each Annual Grant Date.
The Option granted pursuant to this Section 7.2 shall be immediately vested and
exercisable as of the relevant Annual Grant Date.



     7.3 Individual Award Agreement. Each Option grant shall be evidenced by
an individual agreement that will not include any terms or conditions that are
inconsistent with the terms and conditions of this Plan.



     7.4 Option Price. The purchase price per share available for purchases
under an Option granted pursuant to this Article 7 shall be equal to the Fair
Market Value on the Annual Grant Date.



     7.5 Duration of Options. Unless earlier terminated, forfeited, or
surrendered pursuant to a provision of this Plan, each Option granted under
this Article 7 shall expire on the tenth anniversary date of its grant.



     7.6 Payment. Options shall be exercised by the delivery of a written
notice of exercise to the Secretary of the Company, setting forth the number of
shares with respect



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to which the Option is to be exercised, accompanied by full payment for
the Stock. The Option price upon exercise of any Option shall be payable to
the Company in full either: (a) in cash or its acceptable equivalent, or (b)
by tendering previously acquired Stock having a Fair Market Value at the time
of exercise equal to the total Option price (provided that the Stock tendered
upon Option exercise have been held by the Participant for at least six (6)
months prior to their tender to satisfy the Option price), or (c) by a
combination of (a) and (b). The proceeds from such a payment shall be added to
the general funds of the Company and shall be used for general corporate
purposes.



     7.7 Restrictions on Share Transferability. To the extent necessary to
ensure that Options granted under this Article 7 comply with applicable law,
the Board shall impose restrictions on any Stock acquired pursuant to the
exercise of an Option under this Article 7, including, without limitation,
restrictions under applicable Federal securities laws, under the requirements
of any stock exchange or market upon which such Stock is then listed and/or
traded, and under any blue sky or state securities laws applicable to such
Stock.



     7.8 Termination of Service on the Board of Directors. If the service of a
Participant on the Board terminates for any reason any outstanding Options that
are not vested as of such date shall be forfeited. The Options that are
otherwise exercisable as of the date of such termination shall be exercisable
by the Participant for one year after such termination, unless the Options
expire earlier under Section 7.5.



     7.9 Nontransferability of Options. No Option granted under this Article 7
may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution.
Further, all Options granted to a Participant under this Article 7 shall be
exercisable during his or her lifetime only by such Participant.




ARTICLE 8. AMENDMENT, MODIFICATION, AND TERMINATION



     8.1 Amendment, Modification, and Termination. The Board may, at any time
and from time to time, terminate, amend or modify the Plan; provided, however
that to the extent necessary and desirable to comply with any applicable law,
regulation or stock exchange rule, the Company shall obtain shareholder
approval of any Plan amendment in such a manner and to such a degree as
required.



     8.2 Awards Previously Granted. Unless required by law, no termination,
amendment, or modification of this Plan shall in any manner adversely affect
any Option previously granted under this Plan, without the written consent of
the Participant holding such Option.




ARTICLE 9. MISCELLANEOUS



     9.1 Beneficiary Designation. Each Participant under this Plan may, from
time to time, name any beneficiary or beneficiaries (who may be named
contingently or successively) to whom any benefit under this Plan is to be paid
in the event of his or her death. Each designation will revoke all prior
designations by the same Participant, shall



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be in a form prescribed by the
Committee, and will be effective only when filed by the Participant in
writing with the Committee during his or her lifetime. In
the absence of any such designation, benefits remaining unpaid at the
Participant’s death shall be paid to the Participant’s estate.



     9.2 Successors. All obligations of the Company under this Plan, with
respect to Options, cash or Stock granted hereunder, shall be binding on any
successor to the Company, whether the existence of such successor is the result
of a direct or indirect purchase, merger, consolidation, or otherwise, of all
or substantially all of the business and/or assets of the Company.



     9.3 Requirements of Law. The granting of Options, cash and Stock under
the Plan shall be subject to all applicable laws, rules, and regulations, and
to such approvals by any governmental agencies or national securities exchanges
as may be required. Notwithstanding any other provision set forth in this
Plan, the Committee may, at its sole discretion, terminate, amend, or modify
this Plan in any way necessary to comply with the applicable requirements of
Rule 16b-3 promulgated by the Securities and Exchange Commission as interpreted
pursuant to no-action letters and interpretive releases.



     9.4 Governing Law. This Plan, and all agreements hereunder, shall be
governed by the laws of the State of Delaware.



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FIRST AMENDMENT

TO THE

SCHUFF INTERNATIONAL, INC.

DIRECTOR COMPENSATION PLAN



     Effective January 1, 1998, the Board of Directors of Schuff International,
Inc. (the “Company”) approved the adoption of the Schuff International Director
Compensation Plan (the “Plan”). By this First Amendment, the Company desires
to amend the Plan to increase the number of shares of the Company’s Common
Stock reserved and available for issuance under the Plan from 50,000 shares to
100,000 shares.





	 	1.	 	This First Amendment shall amend only those Sections
specified in this Amendment and those Sections not amended
will remain in effect.
	 
	 	2.	 	Article 4, regarding Shares Subject to Plan, shall be
amended as follows: “50,000” is increased to “100,000.”
	 
	 	3.	 	This First Amendment shall be effective at such time
as it has been approved by the stockholders of the Company,
at a meeting thereof, by a vote sufficient to meet the
requirements of Section 422(b)(1) of the Delaware General
Corporation Law.



     The Company has caused this First Amendment to the Plan to be signed by
its duly authorized officer this 16th day of May, 2003.




	 	 	 	 	 
	 	 	SCHUFF INTERNATIONAL, INC.
	 	 	 	 	 
	 	 	
By:


Its:
	 	/s/ Michael R. Hill


Vice President & CFO



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