**Exhibit 10.1**

 

**FIRST AMENDMENT TO THEEARLE M. JORGENSEN EMPLOYEE STOCK OWNERSHIP TRUST**

 

**I.**

 

The Earle M. Jorgensen Employee Stock Ownership Trust, as establishedMay 3, 1990 (“Trust”), is hereby amended, effective November     , 2003, as follows:

 

**II.**

 

Section B(6) is hereby added to the Trust to read as follows:

 

“(6)                            TheTrustee shall vote shares of Company Stock with respect to which a Participant(or Beneficiary) has given voting instructions under Section 8 of the Plan inaccordance with the following provisions.

 

The Trustee, or the Committee upon written notice to the Trustee, shallfurnish to each Participant (or Beneficiary) who has Company Stock allocated tohis or her Account (a) the date and purpose of each meeting (or consent in lieuof a meeting) of the stockholders of the Company at which Company Stock isentitled to be voted, (b) all information made available to the Trustee as ashareholder of the Company Stock regarding such vote, and (c) such otherinformation as the Trustee, or the Committee, may determine to be appropriateto provide to a Participant (or Beneficiary) in order to make an informeddecision.  The Trustee, or the Committeeif it has furnished the above information, shall request from each Participant(or Beneficiary) instructions to be furnished to the Trustee (or to atabulating agent appointed by the Trustee) as to the voting at that meeting (orconsent in lieu of a meeting) of Company Stock allocated to the Participant’s(or Beneficiary’s) Account.  TheTrustee, or the Committee if it has furnished the above information, mayrequire the Participant (or Beneficiary) to use a particular form and establisha specified date by which such form must be returned to the Trustee.  If the Participant (or Beneficiary)furnishes such instructions to the Trustee or its agent within the timespecified in the notification, the Trustee shall vote such Company Stock inaccordance with the Participant’s (or Beneficiary’s) instructions.  All Company Stock allocated to aParticipant’s (or Beneficiary’s) Account as to which the Trustee or its agentdo not receive instructions as specified above, shall be voted by the Trusteein accordance with Section 8 of the Plan. The Committee shall provide the Trustee with timely informationregarding proxy voting and in carrying out its responsibilities under thisprovision the Trustee may conclusively rely on information furnished to it bythe Committee, including the names and current addresses of all Participants(or Beneficiaries) and the number of shares of Company Stock allocated to eachParticipant’s (or Beneficiary’s) Account.

 

A Participant (or Beneficiary) shall be a “named fiduciary” under ERISAto the extent of the Participant’s (or Beneficiary’s) authority to vote CompanyStock allocated to the Participant’s (or Beneficiary’s) Account, includingthose shares of Company Stock for which the Participant (or Beneficiary) hasgiven no voting instructions to the Trustee, provided that the Trustee, or theCommittee, have clearly informed the Participant (or

 

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Beneficiary)that the result of not returning timely voting instructions to the Trustee willbe deemed to be an affirmative direction to the Committee to vote the shares inaccordance with Section 8 of the Plan in favor of all matters presented by theproxy vote.

**III.**

 

Section C(3) of the Trust is amended to read as follows:

 

“(3)                            exceptas provided in Section B(6) hereof regarding voting directions for CompanyStock received from Participants (or Beneficiaries), vote any stock (includingCompany Stock as provided in Section 8 of the Plan), bonds or other securitiesheld in the Trust, or otherwise consent to or request any action on the part ofthe issuer in person or by proxy;”

 

**IV.**

 

In all other respects the Trust shall remain in full force and effect.

 

 

To record the adoption of this Amendment No. 1 to the Trust, theCompany has caused it to be executed this       day of November, 2003.

 

 
|   | **EARLE M. JORGENSEN**    |
|--------|---------------------------|
|   | **HOLDING COMPANY, INC.** |
|   |                      |
|   |                      |
|   | By:                       |   |   |
|   |                      | President |
|   |                      |
|   |                      |
|   | By:                       |   |   |
|   |                      | Secretary |

 

**Accepted as of this      day of November, 2003.**

 

**WELLS FARGO BANK AND TRUST COMPANY, astrustee of the**

**EARLE M. JORGENSEN EMPLOYEE STOCK OWNERSHIPTRUST**

 

 
| By:    |   |   | Date:  |   |   |
|--------|--------|--------|--------|--------|--------|
|   |   |
| Title: |   |   |   |
|        |        |        |        |        |        |  |

 

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