S-8

As filed with the Securities and Exchange Commission on July 30, 2010

Registration No. 333 - __________

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

WORTHINGTON INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Ohio	31-1189815
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
200 Old Wilson Bridge Road, Columbus, Ohio	43085
(Address of Principal Executive Offices)	(Zip Code)

Worthington Industries, Inc.
Deferred Profit Sharing Plan
(Full title of the plan)

Dale T. Brinkman, Esq.
Vice President — Administration,
General Counsel and Secretary
Worthington Industries, Inc.
200 Old Wilson Bridge Road
Columbus, Ohio 43085
(Name and address of agent for service)

Copy to:
Elizabeth Turrell Farrar, Esq.
Vorys, Sater, Seymour and Pease LLP
52 East Gay Street
Columbus, Ohio 43215

(614) 438-3210
(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ Accelerated filer o  Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company o

Calculation of Registration Fee

		Proposed	Proposed
		maximum	maximum
	Amount	offering	aggregate	Amount of
Title of securities	to be	price	offering	registration
to be registered (1)	registered (2)	per share (3)	price (3)	fee
Common Shares, without par value	2,500,000	$14.715	$36,787,500	$2,623.00

(1)	In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 also covers an indeterminate amount of interests to be offered or sold pursuant to the Worthington Industries, Inc. Deferred Profit Sharing Plan described herein.
(2)	In addition, pursuant to Rule 416(a) under the Securities Act, this Registration Statement on Form S-8 also covers an indeterminate number of additional common shares that may become issuable under the terms of the Worthington Industries, Inc. Deferred Profit Sharing Plan to prevent dilution resulting from any stock split, stock dividend, recapitalization or other similar transaction or adjustment affecting the common shares.
(3)	Estimated solely for the purpose of calculating the aggregate offering price and the registration fee pursuant to Rules 457(c) and 457(h) promulgated under the Securities Act and computed on the basis of $14.715, which is the average of the high and low sales prices for a common share of Worthington Industries, Inc. as reported on the New York Stock Exchange on July 26, 2010.

Part I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by Worthington Industries, Inc. (the “Registrant”) with respect to the Worthington Industries, Inc. Deferred Profit Sharing Plan (the “Plan”). The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the Plan as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 promulgated by the Commission under the Securities Act. Such documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents, filed by the Registrant and the Worthington Industries, Inc. Deferred Profit Sharing Plan with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof:

• the Annual Report on Form 10-K of the Registrant for the fiscal year ended May 31, 2010, filed with the Commission on July 30, 2010 (SEC File No. 001-08399);

• the Current Report on Form 8-K filed by the Registrant with the Commission on June 22, 2010 (SEC File No. 001-08399);

• the Annual Report on Form 11-K of the Worthington Industries, Inc. Deferred Profit Sharing Plan for the fiscal year ended December 31, 2009, filed with the Commission on June 23, 2010 (SEC File No. 033-57981); and

• the description of the Registrant’s common shares, without par value, contained in the Registrant’s Registration Statement on Form S-3 (SEC Registration No. 333-165942) filed by the Registrant with the Commission on April 8, 2010, together with any subsequent amendment or report filed for the purpose of updating such description.

     All documents which may be filed by the Registrant or the Worthington Industries, Inc. Deferred Profit Sharing Plan with the Commission pursuant to Section 13(a), Section 13(c), Section 14 or Section 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities

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offered under the Worthington Industries, Inc. Deferred Profit Sharing Plan pursuant to this Registration Statement have been sold or which deregisters all securities then remaining unsold, shall also be deemed to be incorporated by reference in this Registration Statement and to be made a part hereof from the date of filing of such documents. To the extent that any information contained in any Current Report on Form 8-K, or any exhibit thereto, was or is furnished to, rather than filed with, the Commission, such information or exhibit is specifically not incorporated by reference into this Registration Statement.

     Any statement contained in a document incorporated or deemed to be incorporated in this Registration Statement by reference, or contained in this Registration Statement, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

     Not Applicable.

Item 5. Interests of Named Experts and Counsel.

     Not Applicable.

Item 6. Indemnification of Directors and Officers.

     Under Section 1701.13(E) of the Ohio Revised Code (the “OGCL”), directors, officers, employees and agents of Ohio corporations have an absolute right to indemnification for expenses (including attorneys’ fees) actually and reasonably incurred by them in connection with any action, suit or proceeding to the extent they are successful in defense of the action, suit or proceeding, including derivative actions, brought against them, or in defense of any claim, issue or matter asserted in any such action, suit or proceeding. A director, officer, employee or agent is entitled to such indemnification if such person’s success is “on the merits or otherwise.” Directors (but not officers, employees or agents) are entitled to mandatory payment of expenses by a corporation as they are incurred, in advance of the final disposition of the action, suit or proceeding, provided the directors agree to cooperate with the corporation concerning the matter and to repay the amount advanced if it is proved by clear and convincing evidence that the directors’ act or failure to act was done with deliberate intent to cause injury to the corporation or with reckless disregard for the corporation’s best interests.

     Section 1701.13(E) of the OGCL permits a corporation to indemnify directors, officers, employees or agents of the corporation or individuals who are or were serving at the request of the corporation as a director, trustee, officer, employee, member, manager or agent of another corporation or entity in circumstances where indemnification is not mandated by the statute if certain statutory standards are satisfied. A corporation may grant indemnification in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, investigative

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or administrative, other than derivative actions, if the indemnitee acted in good faith and in a manner the indemnitee reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe the indemnitee’s conduct was unlawful. Such indemnification is permitted against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the indemnitee in connection with the action, suit or proceeding. A corporation may also provide indemnification in derivative actions for expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of an action or suit if the officer, director, employee or agent acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the corporation. Ohio law does not expressly authorize indemnification against judgments, fines and amounts paid in settlement of derivative actions. A corporation may not indemnify a director, officer, employee or agent in derivative actions for expenses (including attorneys’ fees) if such person is adjudged to be liable for negligence or misconduct in the performance of such person’s duties to the corporation unless, and only to the extent that, a court determines that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity as the court deems proper. In addition, a corporation may not indemnify a director in any action or suit in which the only liability asserted against the director is for approving unlawful loans, dividends or distributions of assets under Section 1701.95 of the OGCL.

     Section 1701.13(E) of the OGCL permits a corporation to pay expenses (including attorneys’ fees) incurred by a director, officer, employee or agent as they are incurred, in advance of the final disposition of the action, suit or proceeding, as authorized by the corporation’s directors and upon receipt of an undertaking by such person to repay such amount if it is ultimately determined that such person is not entitled to indemnification.

     Section 1701.13(E) of the OGCL states that the indemnification provided thereby is not exclusive of, and is in addition to, any other rights granted to persons seeking indemnification under a corporation’s articles or regulations, any agreement, a vote of the corporation’s shareholders or disinterested directors or otherwise.

     Section 1701.13(E) of the OGCL grants express power to a corporation to purchase and maintain insurance or furnish similar protection, including, but not limited to, trust funds, letters of credit and self-insurance, for director, officer, employee or agent liability, regardless of whether that individual is otherwise eligible for indemnification by the corporation.

     The Registrant’s Code of Regulations (the “Regulations”) provides for broader indemnification than specifically afforded under Section 1701.13(E) of the OGCL. The Regulations provide that the Registrant must indemnify officers and directors against expenses (including attorneys’ fees, filing fees, court reporters’ fees and transcript costs), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any pending, threatened or completed action, suit or proceeding (whether criminal, civil, administrative or investigative and whether a derivative suit or not) by reason of the fact that any such individual is or was a director, officer, employee, agent or volunteer of the Registrant or is or was serving at the request of the Registrant as a director, trustee, officer, employee, member, manager, agent or

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volunteer of another corporation or other entity so long as such individual’s act or omission giving rise to the claim for indemnification was not occasioned by such individual’s intent to cause injury to, or by such individual’s reckless disregard for the best interests of, the Registrant and, with respect to any criminal matter, such individual had no reasonable cause to believe such individual’s conduct was unlawful. The Regulations forbid the Registrant from indemnifying an officer or director in a derivative action if such person is adjudged to be liable for an act or omission occasioned by such person’s deliberate intent to cause injury to, or by such person’s reckless disregard for the best interests of, the Registrant unless and only to the extent the Court of Common Pleas in Franklin County, Ohio, or the court in which the action was brought, despite such adjudication of liability and in view of all the circumstances, concludes that such person is fairly and reasonably entitled to such indemnity as the court deems proper.

     The Regulations recite a presumption (which may only be rebutted by clear and convincing evidence) that no act or omission by a person claiming indemnification was occasioned by an intent to cause injury to, or by a reckless disregard for the best interests of, the Registrant and, with respect to any criminal matter, that such person had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendre or its equivalent, does not, by itself, rebut this presumption.

     The Regulations state that, to the extent an officer or director is successful on the merits or otherwise in defense of any action, suit or proceeding or in defense of any claim, issue or matter therein, such officer or director must be promptly indemnified by the Registrant against expenses (including, without limitation, attorneys’ fees, filing fees, court reporters’ fees and transcript costs) actually and reasonably incurred by him or her in connection therewith.

     The Regulations state that an indemnitee’s expenses (including, without limitation, attorneys’ fees, filing fees, court reporters’ fees and transcript costs) must be paid by the Registrant in advance of the final disposition of the action, suit or proceeding to or on behalf of the officer or director promptly as such expenses are incurred, but only if such officer or director first agrees, in writing, to repay all amounts so paid in respect of any claim, issue or other matter asserted in such action, suit or proceeding in defense of which such person shall have not been successful on the merits or otherwise, if it is proved by clear and convincing evidence in a court of competent jurisdiction that, in respect of any such claim, issue or other matter, such person’s relevant action or failure to act was occasioned by his or her deliberate intent to cause injury to the Registrant or his or her reckless disregard for the best interests of the Registrant, unless, and only to the extent that, the Court of Common Pleas of Franklin County, Ohio or the court in which such action or suit was brought determines that, despite such determination and in view of all of the circumstances, such officer or director is fairly and reasonably entitled to all or part of such indemnification.

     The Regulations state that the indemnification provided thereby is not exclusive of, and is in addition to, any other rights to which any person seeking indemnification may be entitled under the Registrant’s articles or regulations, any agreement, a vote of the Registrant’s disinterested directors or otherwise. Additionally, the Regulations provide that the Registrant may purchase and maintain insurance or furnish similar protection on behalf of any person who

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is or was a director, officer, employee, agent or volunteer of the Registrant, or who is or was serving as a director, trustee, officer, employee, member, manager, agent or volunteer of another corporation or entity at the request of the Registrant, against any liability asserted against such person and incurred by such person in such capacity, or arising out of such person’s status as such, whether or not the Registrant would have the obligation or power to indemnify such person under the Regulations. The Regulations also authorize the Registrant to purchase and maintain trust funds, letters of credit or self-insurance on behalf of any person who is or was a director, officer, employee, agent or volunteer of the Registrant or who is serving or has served another entity at the Registrant’s request.

     The Registrant has entered into indemnification agreements with each of its directors and executive officers. The indemnification agreements generally obligate the Registrant to hold harmless and indemnify such directors and executive officers against specified expenses and liabilities they may incur in the performance of their duties to the greatest extent permitted by Ohio law, provided that (1) such directors and executive officers acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the Registrant and, with respect to any criminal proceeding, had no reasonable cause to believe their conduct was unlawful and (2) with respect to proceedings by or in the right of the Registrant (a) such executive officers were not adjudged to be liable to the Registrant for negligence or misconduct in the performance of their duties to the Registrant or (b) such directors were not adjudged to be liable to the Registrant for (i) an act or omission undertaken with deliberate intent to cause injury to the Registrant or with reckless disregard for the best interests of the Registrant or (ii) approving unlawful loans, dividends or distributions of assets under Section 1701.95 of the OGCL. The indemnification agreements also require the Registrant to advance expenses to a director or executive officer prior to the final disposition of a proceeding if specified conditions are satisfied. The indemnification agreements provide procedures for determining a director’s or executive officer’s entitlement to indemnification and specify certain remedies relating to indemnification and advancement of expenses. The indemnification agreements do not exclude any other rights to indemnification or advancement of expenses to which a director or executive officer may be entitled under the Registrant’s Amended Articles of Incorporation or Regulations, applicable law (including the OGCL), any insurance policy, any contract or otherwise.

     The Registrant maintains, and in the future may continue to maintain, insurance to insure its present or former directors, officers and employees against liabilities and expenses arising out of any claim or breach of duty, error, misstatement, misleading statement, omission or other acts done by reasons of their being such directors, officers or employees of the Registrant.

Item 7. Exemption from Registration Claimed.

     Not Applicable.

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Item 8. Exhibits.

     (a) Exhibits:

     The following exhibits are filed with, or incorporated by reference into, this Registration Statement:

Exhibit No.	Description
4.1	Amended Articles of Incorporation of the Registrant, as filed with the Ohio Secretary of State on October 13, 1998, incorporated herein by reference to Exhibit 3(a) to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 1998 (SEC File No. 0-4016)
4.2	Code of Regulations of the Registrant, as amended through September 28, 2000 [for SEC reporting compliance purposes only], incorporated herein by reference to Exhibit 3(b) to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2000 (SEC File No. 001-08399)
10.1	Worthington Industries, Inc. Deferred Profit Sharing Plan (as amended and restated effective as of January 1, 2000, except where separately stated, and executed on December 31, 2001) (Filed herewith)
10.2	Amendment to the Worthington Industries, Inc. Deferred Profit Sharing Plan for the Economic Growth and Tax Relief Reconciliation Act of 2001 and for Other Purposes (executed in 2002) (Filed herewith)
10.3	First Amendment to the Worthington Industries, Inc. Deferred Profit Sharing Plan (executed February 1, 2003) (Filed herewith)
10.4	Second Amendment to the Worthington Industries, Inc. Deferred Profit Sharing Plan (executed March 31, 2003) (Filed herewith)
10.5	Minimum Distribution Requirements Amendment to the Worthington Industries, Inc. Deferred Profit Sharing Plan (executed December 23, 2003) (Filed herewith)
10.6	Third Amendment to the Worthington Industries, Inc. Deferred Profit Sharing Plan (executed December 15, 2005) (Filed herewith)
10.7	Worthington Industries, Inc. Deferred Profit Sharing Plan —Amendment for Final Regulations under Sections 401(k) and 401(m) of the Internal Revenue Code of 1986, as amended (executed December 28, 2006) (Filed herewith)
10.8	Fourth Amendment to the Worthington Industries, Inc. Deferred Profit Sharing Plan (executed December 17, 2007) (Filed herewith)

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Exhibit No.	Description
10.9	Amendment to the Worthington Industries, Inc. Deferred Profit Sharing Plan (executed September 25, 2008) (Filed herewith)
10.10	Amendment to the Worthington Industries, Inc. Deferred Profit Sharing Plan for the Pension Protection Act of 2006 and Other Guidance (executed November 25, 2008) (Filed herewith)
10.11	Amendment to the Worthington Industries, Inc. Deferred Profit Sharing Plan (executed December 28, 2009) (Filed herewith)
23.1	Consent of KPMG LLP, independent registered public accounting firm (Filed herewith)
23.2	Consent of KPMG LLP, independent registered public accounting firm, with respect to consolidated financial statements of Worthington Armstrong Venture (Filed herewith)
23.3	Consent of Meaden & Moore, Ltd., independent registered public accounting firm, in respect of the Worthington Industries, Inc. Deferred Profit Sharing Plan (Filed herewith)
24.1	Powers of Attorney of Executive Officers and Directors of Worthington Industries, Inc. (Filed herewith)

     (b) In accordance with Item 8 of Form S-8, this Registration Statement does not include Exhibit 5 — Opinion regarding legality for plans subject to the requirements of ERISA as the Registrant undertakes that, as applicable, the Plan and any amendments thereto have been or will be submitted to the Internal Revenue Service (the “IRS”) in a timely manner and all changes required by the IRS in order to qualify the Plan under Section 401 of the Internal Revenue Code of 1986, as amended (the “Code”), have been or will be made.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(l) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)	To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration

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Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

	provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.
(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 6 of this Part II, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or

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proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

[Remainder of page intentionally left blank;
signatures on following page.]

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SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbus, State of Ohio, on the 30^th day of July, 2010.

WORTHINGTON INDUSTRIES, INC.
By:	/s/ John P. McConnell
	John P. McConnell, Chairman of the Board and
	Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on July 30, 2010.

Signature	Title
/s/ John P. McConnell
John P. McConnell	Director, Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
/s/ B. Andrew Rose
B. Andrew Rose	Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Richard G. Welch
Richard G. Welch	Controller (Principal Accounting Officer)
*
John B. Blystone	Director
*
Michael J. Endres	Director
*
Peter Karmanos, Jr.	Director

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Signature	Title
*
John R. Kasich	Director
*
Carl A. Nelson, Jr.	Director
*
Sidney A. Ribeau	Director
*
Mary Schiavo	Director

* The undersigned, by signing his name hereto, does hereby sign this Registration Statement on Form S-8 on behalf of each of the directors of the Registrant identified above pursuant to Powers of Attorney executed by the directors identified above, which Powers of Attorney are filed with this Registration Statement on Form S-8 as Exhibit 24.1.

By:	/s/ John P. McConnell
	Date: July 30, 2010
	John P. McConnell, Attorney-in-Fact

     The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustees or other persons who administer the Worthington Industries, Inc. Deferred Profit Sharing Plan have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbus, State of Ohio, on July 30, 2010.

WORTHINGTON INDUSTRIES, INC. DEFERRED PROFIT SHARING PLAN
By:	Administrative Committee, Plan Administrator
By:	/s/ Dale T. Brinkman
	Dale T. Brinkman, Member

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INDEX TO EXHIBITS

Exhibit No.	Description	Location
4.1	Amended Articles of Incorporation of Worthington Industries, Inc., as filed with the Ohio Secretary of State on October 13, 1998	Incorporated herein by reference to Exhibit 3(a) to the Quarterly Report on Form 10-Q of Worthington Industries, Inc. for the quarterly period ended August 31, 1998 (SEC File No. 0-4016)
4.2	Code of Regulations of Worthington Industries, Inc., as amended through September 28, 2000 [for SEC reporting compliance purposes only]	Incorporated herein by reference to Exhibit 3(b) to the Quarterly Report on Form 10-Q of Worthington Industries, Inc. for the quarterly period ended August 31, 2000 (SEC File No. 001-08399)
10.1	Worthington Industries, Inc. Deferred Profit Savings Plan (as amended and restated effective as of January 1, 2000, except where separately stated, and executed on December 31, 2001)	Filed herewith
10.2	Amendment to the Worthington Industries, Inc. Deferred Profit Sharing Plan for the Economic Growth and Tax Relief Reconciliation Act of 2001 and for Other Purposes (executed in 2002)	Filed herewith
10.3	First Amendment to the Worthington Industries, Inc. Deferred Profit Sharing Plan (executed February 1, 2003)	Filed herewith
10.4	Second Amendment to the Worthington Industries, Inc. Deferred Profit Sharing Plan (executed March 31, 2003)	Filed herewith
10.5	Minimum Distribution Requirements Amendment to the Worthington Industries, Inc. Deferred Profit Sharing Plan (executed December 23, 2003)	Filed herewith

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Exhibit No.	Description	Location
10.6	Third Amendment to the Worthington Industries, Inc. Deferred Profit Sharing Plan (executed December 15, 2005)	Filed herewith
10.7	Worthington Industries, Inc. Deferred Profit Sharing Plan —Amendment for Final Regulations under Sections 401(k) and 401(m) of the Internal Revenue Code of 1986, as amended (executed December 28, 2006)	Filed herewith
10.8	Fourth Amendment to the Worthington Industries, Inc. Deferred Profit Sharing Plan (executed December 17, 2007)	Filed herewith
10.9	Amendment to the Worthington Industries, Inc. Deferred Profit Sharing Plan (executed September 25, 2008)	Filed herewith
10.10	Amendment to the Worthington Industries, Inc. Deferred Profit Sharing Plan for the Pension Protection Act of 2006 and Other Guidance (executed November 25, 2008)	Filed herewith
10.11	Amendment to the Worthington Industries, Inc. Deferred Profit Sharing Plan (executed December 28, 2009)	Filed herewith
23.1	Consent of KPMG LLP, independent registered public accounting firm	Filed herewith
23.2	Consent of KPMG LLP, independent registered public accounting firm, with respect to consolidated financial statements of Worthington Armstrong Venture	Filed herewith
23.3	Consent of Meaden & Moore, Ltd., independent registered public accounting firm, in respect of the Worthington Industries, Inc. Deferred Profit Sharing Plan	Filed herewith
24.1	Powers of Attorney of Executive Officers and Directors of Worthington Industries, Inc.	Filed herewith

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EX-10.1

Exhibit 10.1

WORTHINGTON INDUSTRIES, INC.
DEFERRED PROFIT SHARING PLAN AS AMENDED AND RESTATED

Effective as of January 1, 2000
(except where separately stated)

TABLE OF CONTENTS

Section			Page
1	Participants			1
	1.1	Initial Participation		1
	1.2	Eligibility Service		2
	1.3	Termination of Participation		2
	1.4	Rehires		2
2	Employer Contribution; Funding Policy			2
	2.1	Regular Employer Profit Sharing Contributions		2
	2.2	Additional Employer Contributions		2
	2.3	Allocation of Employer Contributions		2
	2.4	Vesting		2
3	Section 401(k) Contributions			3
	3.1	Electing 401(k) Contributions		3
	3.2	401(k) Contributions		3
	3.3	Timing of Enrollment Designations		3
	3.4	Vesting		3
	3.5	USERRA		3
4	Contributions by Participants			3
	4.1	After-Tax Voluntary Contributions		3
	4.2	Qualified Voluntary Contributions		4
	4.3	Vesting		4
5	Flex Rollover Contributions			4
	5.1	Flex Rollovers		4
	5.2	Allocations and Vesting		4
6	Qualified Rollovers			4
	6.1	Rollovers		4
	6.2	Allocations and Vesting		4
	6.3	New Employees		4
7	Participant’s Accounts			5
	7.1	Accounts		5
	7.2	Funds		5
	7.3	Adjusting Accounts		5

i 

Section			Page
8	Adjustment of Participant’s Accounts			5
	8.1	Allocation of Regular Employer Contributions		5
	8.2	Crediting of Other Contributions		6
	8.3	Valuation of Accounts and Adjustments		6
9	Limitations on Allocations			6
	9.1	Limitations on Annual Additions		6
	9.2	Corrective Adjustments		7
	9.3	Maximum Section 401(k) Contributions for Highly-Compensated Employees		7
	9.4	Safe Harbor Election		9
	9.5	Allocated Vested Employer Contribution		10
	9.6	Lines of Business		10
	9.7	Special Testing Rule		10
10	Retirement Benefits			10
	10.1	Retirement		10
	10.2	Work Beyond Normal Retirement Date		10
11	Death Benefits			11
	11.1	Payment to Beneficiary		11
	11.2	Spouse as Beneficiary		11
	11.3	Other Beneficiaries		11
12	Disability Benefits			11
13	Termination of Employment			11
	13.1	Distribution upon Termination		11
14	Method of Payment			12
	14.1	Payments on Account of Retirement, Death, Disability or Termination of Employment		12
	14.2	Consent/Cash-Out Provisions		12
	14.3	Rights of Inactive Participants		13
	14.4	Latest Payment Dates		13
	14.5	Eligible Rollover Distributions		14
15	Loans, Withdrawals, In-Service Distributions and Hardship Distributions			15
	15.1	Withdrawals from Voluntary Accounts or Qualified Rollover Accounts		15
	15.2	Hardship Withdrawals from Accounts		15
	15.3	In-Service Distributions After Age 591/2		16
	15.4	In-Service Distributions After Age 701/2		16
	15.5	Loans		16

ii 

Section			Page
16	Trustee			17
	16.1	Establishment of Trust		17
	16.2	Payment of Fees		17
17	Committee			17
	17.1	Establishment of Committee		17
	17.2	Powers of Committee		18
	17.3	Advice and Delegation		18
	17.4	Application for Benefits		18
18	Amendments			18
19	Distribution upon Termination			18
20	Creditors of Participants			19
21	Claims Procedure			19
	21.1	Filing a Claim for Benefits		19
	21.2	Denial of Claim		19
	12.3	Remedies Available to Participants or Beneficiaries		20
22	Employers and Employer Groups			20
	22.1	Adoption of Plan by Employers		20
	22.2	Individual Employer Treatment		20
	22.3	Transfer of Employees		21
	22.4	Transfers to Suspended Status		21
23	Miscellaneous			21
	23.1	Right to Terminate		21
	23.2	Merger, etc.		21
	23.3	Named Fiduciaries		22
	23.4	Limitation on Reversion of Contributions		22
	23.5	Other		22
	23.6	Direct Transfers		22
	23.7	Uniform Services Employment and Reemployment Rights Act		22
	23.8	Qualified Transportation Fringe Compensation		22
	23.9	Mistakes or Misstatements		23
24	Top-Heavy Plan Contingencies			23
	24.1	Definitions		23
	24.2	Top-Heavy Status		24
	24.3	Minimum Contributions		25
25	Definitions			25
Appendix A				32

iii 

WORTHINGTON INDUSTRIES, INC.
DEFERRED PROFIT SHARING PLAN AS AMENDED AND RESTATED

          The Worthington Industries, Inc. Deferred Profit Sharing Plan (“Plan”) was adopted effective December 1, 1971, and has been amended and restated from time to time subsequent to such date. The Plan is amended and restated as follows, effective, except where separately stated, as of January 1, 2000 (the “Effective Date”). Notwithstanding the foregoing, to the extent than the Plan is required to be amended with the provisions of the laws commonly known as “GUST”, the effective date of any such provision shall be not later than the latest date as of which the provision can be effective and enable the Plan to comply with GUST.

          The Plan is by merger the successor to the Gerstenslager Company Deferred Profit Sharing Plan, and the provisions of the Plan required to be amended by the laws commonly known as “GUST” shall be deemed to amend the corresponding provisions of such plan or any other such plan that was previously merged into this Plan.

          Unless otherwise provided in the Plan to the contrary, the vested interest of a Participant who has terminated employment is determined by the provisions of the Plan in effect on the Participant’s date of termination of employment.

Section 1. Participants.

     1.1. Initial Participation. Each Eligible Employee of a Participating Employer, except an Eligible Employee who is classified as a Highly-Compensated Employee on the last day of the first period in which he completes a Year of Eligibility Service, shall be treated as an Active Participant for the purpose of being eligible to make 401(k) Contributions (“401(k) Participant”) on the first day of the month coincident with or next following the date on which he both (a) has attained the age of 18 years and has completed one Year of Eligibility Service; and (b) is an Eligible Employee. Each Eligible Employee of a Participating Employer who is classified as a Highly-Compensated Employee on the last day of the first period in which he completes a Year of Eligibility Service shall be treated as an Active Participant for the purpose of being eligible to make 401(k) Contributions (“401(k) Participant”) on the first Entry Date coincident with or next following the date on which he both (i) has attained the age of 18 years and has completed one Year of Eligibility Service; and (ii) is an Eligible Employee.

          Each Eligible Employee of a Participating Employer shall be treated as an Active Participant for the purpose of Section 8.1 (“Full Active Participant”) as of the Entry Date coincident with or next following the date on which he both (a) has attained the age of 18 years and has completed one Year of Eligibility Service; and (b) is an Eligible Employee.

          Notwithstanding the foregoing, an Eligible Employee who was a Participant on December 31, 1999 shall, subject to Section 1.3, remain a Participant in the Plan.

     1.2. Eligibility Service. To receive credit for one Year of Eligibility Service, the employee must complete at least 1,000 Hours of Service as an employee of the Employer during an Eligibility Computation Period.

     1.3. Termination of Participation. An employee who was an Active Participant shall cease to be an Active Participant on the date he retires, dies, becomes totally and permanently disabled, terminates his employment with the Employer or otherwise ceases to be an Eligible Employee.

     1.4. Rehires. A former employee who was previously an Active Participant and who is rehired by a Participating Employer as an Eligible Employee shall become an Active Participant (a) for the purpose of making 401(k) Contributions, on the first day of the month immediately following 30 days after he again performs an Hour of Service for an Employer as an Eligible Employee; and (b) for the purpose of being eligible to receive Regular Employer Contributions, as of the Entry Date following the date he again performs an Hour of Service for an Employer as an Eligible Employee.

Section 2. Employer Contribution; Funding Policy.

     2.1. Regular Employer Profit Sharing Contributions. Each Participating Employer, subject to the right to terminate or amend this Plan or its participation herein, will contribute and pay to the Trustee for the Trust a share of the net profits of such Participating Employer for each Fiscal Quarter of the Employer. The amount of such share of the profits of the Participating Employer to be paid to the Trustee for any quarter shall be set from time to time by the Participating Employer pursuant to an Adoption Agreement signed by the Participating Employer and filed with the Committee, which Adoption Agreement shall be considered part of the Plan. The Adoption Agreement and the amount to be contributed by the Employer may be terminated or amended by the Employer by signing and filing a new Adoption Agreement.

     Notwithstanding the foregoing, for any Plan Year for which the notification set forth in Section 9.4 is made, a Participating Employer shall make an additional contribution necessary to provide for the minimum allocation set forth in the last paragraph of Section 8.1.

     2.2. Additional Employer Contributions. A Participating Employer may make such additional contributions as the Employer may in its discretion determine.

     2.3. Allocation of Employer Contributions. Employer contributions made pursuant to Section 2.1 or 2.2 hereof shall be allocated as provided in Section 8 hereof and shall be referred to as Regular Employer Contributions.

     2.4. Vesting. All Regular Employer Contributions shall be credited to their Regular Employer Contribution Accounts and (as adjusted by fund increases or decreases pursuant to Section 8) shall be fully vested and nonforfeitable at all times.

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Section 3. Section 401(k) Contributions.

     3.1. Electing 401(k) Contributions. Each 401(k) Participant shall be entitled to make or modify an Enrollment Designation. The Enrollment Designation shall be in such form as determined by the Committee and may provide for the reduction of (a) a designated amount of the base salary of the 401(k) Participant and/or (b) a designated amount of the cash profit sharing or executive bonus payments of the 401(k) Participant and a corresponding contribution to the Plan by the Employer as a 401(k) Contribution which will be allocated to the 401(k) Participant’s 401(k) Account. The amount of such reduction shall not exceed 15%, and the total amount of the reduction in the Compensation of the 401(k) Participant in any Plan Year may not exceed 15% of Compensation of the 401(k) Participant. The Committee may place reasonable restrictions on the designated percentage reduction of each base salary payment or each cash profit sharing or bonus payment to assure compliance with the overall 15% of Compensation limitation, and the Committee may also place more restrictive limits on the designated reduction percentages for Highly-Compensated Employees in order to comply with the limitations provided in Section 9.3 hereof.

     3.2. 401(k) Contributions. The Employer shall make 401(k) Contributions for each Participant who, in accordance with procedures established by the Committee, completes an Enrollment Designation, providing such contribution is made in accordance with Section 3.1.

     3.3. Timing of Enrollment Designations. A Participant may make or modify an Enrollment Designation (including an election with regard to profit sharing or bonus payments) at any time, and such Enrollment Designation will generally be effective as of the first day of the first payroll period after its completion and processing. A Participant may also terminate an Enrollment Designation at any time, and such designation will generally be effective as of the last day of the payroll period in which the designation was completed. The Committee may establish rules and regulations that provide for the receipt of such Enrollment Designation not later than the date or dates specified by the Committee in order for such election to be processed by the time period set forth in this Section 3.3.

     3.4. Vesting. All 401(k) Contributions contributed for the benefit of a Participant shall be credited to their 401(k) Accounts and (as adjusted by fund increases or decreases pursuant to Section 8) shall be fully vested and nonforfeitable at all times.

     3.5. USERRA. Effective as of December 12, 1994, a rehired Employee who becomes a Participant in the Plan pursuant to Section 1.4 and whose reemployment rights are protected by the Uniform Services Employment and Reemployment Rights Act shall be permitted to make retroactive 401(k) Contributions for his period of qualified military service in accordance with Code Section 414(u).

Section 4. Contributions by Participants.

     4.1. After-Tax Voluntary Contributions. No After-Tax Voluntary Contributions have been permitted nor shall they be permitted for any period after October 1, 1999. All After-Tax Voluntary Accounts shall continue to be maintained for Participants who made After-Tax

3

Voluntary Contributions prior to such time. Appendix A sets forth provisions of the Plan that relate to a Participant’s ability to make After-Tax Voluntary Contributions on and after January 1, 1997, and prior to October 1, 1999.

     4.2. Qualified Voluntary Contributions. No Qualified Voluntary Contributions have been permitted nor shall they be permitted for any period after December 31, 1986. All Qualified Voluntary Accounts shall continue to be maintained for Participants who made Qualified Voluntary Contributions prior to such time.

     4.3. Vesting. All amounts contributed by Participants and credited to their After-Tax Voluntary Account or Qualified Voluntary Account (as adjusted by fund increases or decreases pursuant to Section 8) shall be fully vested and nonforfeitable at all times.

Section 5. Flex Rollover Contributions.

     5.1. Flex Rollovers. As provided by the Worthington Industries Flexible Benefit Plan, a Participant shall have all or any portion of his annual benefit provided in such plan contributed by the Employer as a contribution for him under this Plan. All such Flex Rollover Contributions shall be made in accordance with the provisions of the Flexible Benefit Plan and shall be considered Flex Rollover Contributions under this Plan.

     5.2. Allocations and Vesting. All Flex Rollover Contributions shall be allocated to the Flex Rollover Account of the appropriate Participant and (as adjusted by the fund increases or decreases pursuant to Section 8) shall be fully vested and nonforfeitable at all times.

Section 6. Qualified Rollovers.

     6.1. Rollovers. Subject to the Committee’s reasonable determination that the Qualified Rollover Contribution meets the requirements of Section 402(c) of the Code, an Active Participant may contribute to this Plan, as a Qualified Rollover Contribution, a distribution from another qualified pension or profit sharing plan or a distribution from an individual retirement account, provided that the distribution from the Individual Retirement Account meets the requirements of Code Section 408(d)(3)(A)(ii). Amounts so rolled over will be credited to and maintained in the Participant’s Qualified Rollover Account. Amounts transferred directly from another qualified pension or profit sharing plan pursuant to Section 401(a)(31) of the Code will be treated hereunder as a Qualified Rollover Contribution. The effective date of such transfer shall be as mutually agreed upon by the Committee and the Active Participant. The funds to be transferred to this Plan and its Trust shall be in such form as the Committee may approve.

     6.2. Allocations and Vesting. Any funds transferred pursuant to this Section 6 shall be allocated to the Qualified Rollover Account of the applicable Participant, shall be referred to as Qualified Rollover Contributions and (as adjusted by increases or decreases in the fund pursuant to Section 8) shall be fully vested and nonforfeitable at all times.

     6.3. New Employees. An Eligible Employee who has not yet met the requirements necessary to commence 401(k) Contributions may make a Qualified Rollover Contribution. An

4

Eligible Employee who has made a Qualified Rollover Contribution will be treated as a Participant with respect to his Qualified Rollover Account.

Section 7. Participant’s Accounts.

     7.1. Accounts. The Committee shall maintain Accounts for each Participant to which the Regular Employer Contributions, 401(k) Contributions, After-Tax Voluntary Contributions, Qualified Voluntary Contributions, Flex Rollover Contributions and Qualified Rollover Contributions made by or for such Participant and such Participant’s share of the earnings and profits of the Trust shall be credited, and to which payments to such Participant and such Participant’s share of the losses and expenses of the Trust shall be charged. The Committee may also maintain other accounts for other purposes as it deems necessary. The Committee may keep such records as it may deem advisable.

     7.2. Funds. The Committee may arrange to divide the assets of the Trust into separate funds (with participation therein being evidenced by separate accounts) to make it possible for a Participant to direct the investment of his Account in a fund that has an investment objective that best suits his needs and objectives. Participants shall be given the opportunity to designate investments in particular funds. The objective of such funds, the names by which they will be identified and the rules with respect to participation in them, transfers between them and their operation shall be determined by the Committee.

     7.3. Adjusting Accounts. Appropriate allocations, adjustments, credits and charges to particular accounts shall be made. For example, the adjustments required by Section 8 shall be made for each of such funds and accounts, and a Participant whose account is transferred from one such fund to another shall have his account in one charged and his account in the other credited.

Section 8. Adjustment of Participant’s Accounts.

     8.1. Allocation of Regular Employer Contributions. Quarterly, as of March 31, June 30, September 30 and December 31, each Regular Employer Contribution for the Fiscal Quarter ending the prior month shall be allocated to the Regular Employer Contribution Account of each person (a “Qualified Participant”) who (a)(i) is an Active Participant; (ii) is a retired, disabled or deceased Participant but was an Active Participant at any time during such Fiscal Quarter; or (iii) is a former Participant but was an Active Participant on the last day of the Fiscal Quarter for which the contribution is made; (b) has completed one Year of Eligibility Service prior to the beginning of that Fiscal Quarter; and (c) completed at least 1,000 Hours of Service during the 12-month period ending on the last day of such Fiscal Quarter. Such contributions shall be allocated among Qualified Participants in the Employer Group, by dividing the total Employer contribution for the Employer Group by the total number of Unit Credits (as defined in the paragraph below) for all Qualified Participants in the Employer Group at the end of the applicable Fiscal Quarter in order to determine a dollar value per Unit Credit and multiplying each Qualified Participant’s Unit Credits for such Fiscal Quarter by the dollar value of a single Unit Credit.

5

          Each Qualified Participant shall receive one Unit Credit for each full $100.00 of Compensation for the previous calendar year, and one Unit Credit for each Continuous Year of Service.

          In addition, to the extent necessary, a minimum allocation equal to the difference between (a) the allocation of Regular Employer Contributions made for the benefit of a Full Active Participant for the Plan Year (determined by adding all contributions allocated as of the allocation dates set forth in the first paragraph of Section 8.1 during such Plan Year); and (b) 3% of such Full Active Participant’s Compensation for such portion of the Plan Year during which he was a Full Active Participant, shall be made for the benefit of each Full Active Participant who is entitled to make 401(k) Contributions during a Plan Year. To the extent such minimum allocation is required to be made, the allocation date for such contribution shall be the last day of the Plan Year and such contributions shall be made to the Plan by a Participating Employer not later than a reasonable time after such Plan Year end.

     8.2. Crediting of Other Contributions. After-Tax Voluntary Contributions, Qualified Rollover Contributions, Flex Rollover Contributions and Section 401(k) Contributions and Regular Employer Contributions made by or for the benefit of the Participant shall be credited to his respective Account as soon as administratively practicable after receipt by the Trustee.

     8.3. Valuation of Accounts and Adjustments. Each Participant’s Account shall be valued for earnings and losses as of each day the New York Stock Exchange is open for business. Each Participant’s Account will be adjusted for contributions, withdrawals, Plan expenses and other debits or credits in accordance with procedures established by the Committee.

Section 9. Limitations on Allocations.

     9.1. Limitations on Annual Additions.

          (a) Annual Additions to each Participant’s Account shall not exceed the lesser of (i) $30,000, as adjusted as provided under Section 415 of the Code; or (ii) 25% of the Participant’s compensation for the Limitation Year. For purposes of the preceding sentence, “100%” shall be substituted for 25% for Limitation Years beginning on and after January 1, 2002. For purposes of this section, “compensation” shall have the meaning as set forth in Treasury Regulation Section 1.415-2(d)(1)-(3) or one of the alternative definitions of compensation set forth in Treasury Regulation Section 1.415-2(d)(11)(i) or (ii), as selected by the Committee, and, for Limitation Years commencing on and after January 1, 1998, shall include “elective deferrals,” as such term is defined by Section 402(g)(3) of the Code, and amounts contributed or deferred at the election of the Participant by the Employer that are not includable in the gross income of such Participant by reason of Section 125, or Section 457 of the Code, or effective on and after January 1, 2001 — Section 132(f)(4) of the Code.

          (b) Effective for Limitation Years prior to the Limitation Year commencing on January 1, 2000, if a Participant is or was covered under a defined benefit plan and a defined contribution plan maintained by the Employer, the sum of the Participant’s defined benefit plan fraction and defined contribution plan fraction may not exceed 1.0 in any Limitation Year.

6

               The defined benefit plan fraction is a fraction, the numerator of which is the sum of the Participant’s projected annual benefits under all defined benefit plans (whether or not terminated) maintained by the Employer or an Affiliate, and the denominator of which is the lesser of (i) 1.25 times the dollar limitation of Code Section 415(b)(1)(A) in effect for the Limitation Year; or (ii) 1.4 times the Participant’s average compensation for the three consecutive years that produced the highest average.

               The defined contribution plan fraction is a fraction, the numerator of which is the sum of the Annual Additions to the Participant’s Accounts under all defined contribution plans maintained by the Employer (whether or not terminated) or an Affiliate for the current and all prior Limitation Years, and the denominator of which is the sum of the lesser of the following amounts determined for such year and for each prior year of service with the Employer: (i) 1.25 times the dollar limitation in effect under Code Section 415(c)(1)(A); or (ii) 1.4 times the amount which may be taken into account under Code Section 415(c)(1)(B).

               For all years prior to Limitation Years commencing on and after January 1, 2000 in which the Plan is “top heavy” as defined in Section 24, “1.0” shall be substituted for “1.25” in the preceding two paragraphs.

               If, in any Limitation Year, the sum of the defined benefit plan fraction and the defined contribution plan fraction exceeds 1.0, the rate of benefit accruals under the defined benefit plan will be reduced so that the sum of the fractions equal 1.0.

     9.2. Corrective Adjustments. If due to a reasonable error in estimating a Participant’s annual compensation or in determining the amount of 401(k) Contributions that may be made under the limits of Section 415 of the Code, an excess Annual Addition exists, such excess will be disposed of as follows:

          (a) At the discretion of the Committee, 401(k) Contributions and applicable earnings may be paid to the Participant to the extent necessary.

          (b) If an excess still exists, the excess amount will be used to reduce Regular Employer Contributions for such Participant in the next, and succeeding, Limitation Years. If the Participant was not covered by the Plan at the end of the Limitation Year, such excess will be held unallocated in a suspense account and applied to reduce Regular Employer Contributions for all remaining Participants in the next, and succeeding, Limitation Years prior to any contributions being made to the Plan for such year.

     9.3. Maximum Section 401(k) Contributions for Highly-Compensated Employees.

     This Section 9.3 shall be effective for Plan Years commencing on and after January 1, 1997.

          (a) A Participant’s 401(k) Contributions for any calendar year shall not exceed the maximum limit set forth in Section 402(g) of the Code. If a Participant’s 401(k) Contributions, combined with elective deferrals to other plans, exceed such limit, the Participant may assign to the Plan any portion of the excess (the “excess deferrals”) by notifying the

7

Committee in writing of such excess deferrals by March 31 of the following year. No notice is required for any excess deferrals that arise solely from 401(k) Contributions to this Plan and elective deferrals to other plans sponsored by the Employer and its Affiliates. Any excess deferrals, and income allocable to such excess deferrals, shall be distributed to the Participant no later than the April 15 of the following year. For this purpose, income allocable to the excess deferrals shall be income for the year during which the excess deferrals were made. Income shall be calculated under one of the methods set forth in Treasury Regulation 1.402(g)-1(e)(5)(ii) or (iii).

          (b) The deferral percentage for Highly-Compensated Employees under this Plan shall not exceed the greater of:

(i)	125% of such percentage for eligible Non-Highly-Compensated Employees for the current Plan Year; or
(ii)	the lesser of (A) 200% of such percentage for eligible Non-Highly-Compensated Employees for the current Plan Year; or (B) such percentage for eligible Non-Highly-Compensated Employees plus two percentage points for the current Plan Year.

          (c) For purposes of this section, the deferral percentage for the eligible Highly-Compensated Employees and eligible Non-Highly-Compensated Employees shall be the average of the ratios (calculated separately for each employee in such group) of (i) the sum of (A) the Section 401(k) Contributions paid under the Plan on behalf of each such employee plus (B) the Allocated Vested Employer Contributions (as determined under Section 9.5 hereof), allocated to the Accounts of such employee for such Plan Year to (ii) the employee’s Testing Compensation for the period during the Plan Year that the employee was a 401(k) Participant. For the purpose of this paragraph, “Testing Compensation” shall mean any reasonable definition of Compensation that satisfies the requirements of Code Section 414(s), applicable regulations thereunder and Treasury Regulation 1.401(k)-1(g)(2), including the amounts described in Section 414(s)(2).

          (d) When determining whether a plan satisfies the deferral percentage test, all 401(k) Contributions and fully vested contributions that are made under two or more plans that are aggregated for purposes of Code Section 401(a)(4) or 410(b), other than Code Section 410(b)(2)(A)(ii), are to be treated as made under a single plan. If two or more plans are permissively aggregated for purposes of Code Section 401(k), the aggregated plans must also satisfy Code Sections 401(a)(4) and 410(b) as though they were a single plan. The contribution ratio of a Highly-Compensated Employee will be determined (using all Plan Years ending with or within the same calendar year) by treating all plans subject to Code Section 401(k) under which the Highly-Compensated Employee is eligible as a single plan.

          (e) Any employee who is eligible for 401(k) Contributions under this Plan is an eligible Highly-Compensated or Non-Highly Compensated Employee for purposes of this section.

8

          (f) The Plan shall not be treated as failing to meet the requirements of this section for any Plan Year if, before the close of the following Plan Year (and if practical, to avoid certain excise taxes, before the close of the first 2¹/2 months of the following Plan Year), the amount of the excess contributions for such Plan Year and any income allocable to such contributions is distributed. For this purpose, income allocable to excess contributions shall include income for the Plan Year for which the excess contributions were made. Income will be calculated under one of the methods set forth in Treasury Regulation 1.401(k)-1(f)(4)(ii)(B) or (C).

          (g) Any distribution of the excess contributions for any Plan Year shall be made to Highly-Compensated Employees on the basis of the amount contributed by or on behalf of each Highly-Compensated Employee, beginning with the Highly-Compensated Employee with the highest dollar amount, and in accordance with Code Section 401(k)(8)(C) and applicable regulations thereunder, until the excess is distributed. For purposes of this section, the term “excess contributions” shall mean, with respect to any Plan Year, the excess of (i) the amount of the 401(k) Contributions made on behalf of Highly-Compensated Employees for such Plan Year over (ii) the maximum amount of contributions permitted under the deferral percentage limitations described above (determined by reducing deferrals made on behalf of Highly-Compensated Employees beginning with the Highly-Compensated Employee that has the highest of such percentages).

     9.4. Safe Harbor Election. The Company may elect, for any Plan Year commencing on and after January 1, 2000, that the Plan or a portion of the Plan will comply with the requirements set forth in Code Section 401(k)(12), IRS Notice 98-52, and Notice 2000-4 (and other succeeding guidance); and, as a result, all 401(k) Contributions made to the Plan by the Employer during the Plan Year will be deemed to have met the requirements of Section 9.3 of the Plan. Pursuant to Section 401(k)(3)(F) of the Code and Section 9 B 1 of Notice 98-52, the Plan may apply Section 410(b)(4) of the Code to the portion of the Plan that benefits only employees who satisfy the age and service conditions under the Plan that are lower than the greatest minimum age and service conditions permitted under Section 410(a) of the Code. If, in any Plan Year, the Company makes a safe harbor election:

          (a) Regular Employer Contributions set forth in Section 2 will be made in an amount that, for the Plan Year, will comply with the safe-harbor provisions set forth in Code Section 401(k)(12)(C) for the Plan Year, and such contributions shall be subject to the provisions of Code Section 401(k)(12)(E); and

          (b) the Employer will notify each of its Active Participants who are eligible to make 401(k) Contributions for the Plan Year, within a reasonable time prior to the beginning of each Plan Year (or for an individual who became a Participant after the beginning of the Plan Year, within a reasonable time prior to the date such individual became a Participant), of such Participants’ rights and obligations under the Plan. Such notice must be written in a manner calculated to be understood by the average Participant and will include a description of:

(i) the amount of Regular Employer Contributions that will be made on behalf of the Participant;

9

(ii)	the type and amount of Compensation that may be deferred by a Participant;
(iii)	how to make an Enrollment Designation;
(iv)	the periods available for making Enrollment Designations;
(v)	the withdrawal and vesting provisions applicable to contributions under the Plan; and
(vi)	any other contributions that may be made under the Plan.

     9.5. Allocated Vested Employer Contribution. For purposes of this Section 9, Allocated Vested Employer Contributions shall mean all or any portion of the Regular Employer Contributions and/or the Flex Contributions, as determined by the Committee, to be applied for the applicable Plan Year in determining whether the tests set forth under Section 9.3 and Section 9.3A of Appendix A have been met.

     9.6. Lines of Business. The testing required under Section 9.3 and Section 9.3A of Appendix A shall be done on the basis of employees in each line of business of the Participating Employers as such “lines of business” are established for the applicable Plan Year by the Committee and shall not be done by aggregating all employees of all Employers unless otherwise determined by the Committee for such Plan Year.

     9.7. Special Testing Rule. If the Committee elects to apply Code Section 410(b)(4)(B) in determining whether the cash or deferred arrangement meets the requirements set forth in Code Section 410(b)(1), the Committee may exclude from consideration, in determining whether the arrangement meets the requirements of Section 9.4, all Eligible Employees (other than Highly-Compensated Employees) who have not met the minimum age and service requirements of Code Section 410(a)(1)(A). In such case, Section 9.3 shall apply to such excluded employees.

Section 10. Retirement Benefits.

     10.1. Retirement. Upon a Participant’s retirement from the employ of the Employer on or after either (a) his Normal Retirement Date; or (b) on the date his age and number of Continuous Years of Service equals 70, the Participant shall be entitled to receive the entire balance of his Account. Payment of such a balance shall be made as provided in Section 14 hereof.

     10.2. Work Beyond Normal Retirement Date. If an Active Participant continues to work beyond his Normal Retirement Date, he shall continue as an Active Participant in the Plan, provided that he continues to meet all the eligibility requirements.

10

Section 11. Death Benefits.

     11.1. Payment to Beneficiary. After the death of a Participant prior to his termination of employment from the Employer, his Beneficiary will be entitled to receive, upon application for benefits, the entire balance in his Account.

     11.2. Spouse as Beneficiary. The Beneficiary of a married Participant shall be his spouse unless (a) the Participant’s spouse has consented to the Participant’s designation of a different Beneficiary; (b) such designation has been made; and (c) the Beneficiary is then living. For the spouse’s consent to a Beneficiary designation to be valid, it must be (i) in writing identifying the effect of such Beneficiary designation; (ii) signed by both the Participant and his spouse; and (iii) witnessed by a notary public (or an appropriate representative of the Committee). The Participant’s spouse’s signature and consent is not required if the Participant establishes to the satisfaction of the Committee that there is no spouse or that the spouse cannot be located.

     11.3. Other Beneficiaries. Any Participant who is not married, and any married Participant who has filed a valid spouse’s consent, may designate by a writing filed with the Committee one or more persons to be his Beneficiary under the Plan. Contingent Beneficiaries may also be named. In the event the Participant has no surviving spouse and has not designated a Beneficiary, his estate shall be deemed to be his Beneficiary. If a Beneficiary dies after the Participant but prior to the receipt of his benefit under this Plan, the Beneficiary’s estate will receive the amount payable to the Beneficiary. No payment shall be made to any incompetent person (through minority or otherwise) until the Committee shall have been furnished evidence satisfactory to it of the person to whom such a payment shall be made and his right to receive the same. Until appropriate evidence is furnished, all amounts so payable shall be held for the person or persons entitled to receive them in a separate account. The Committee may, in its discretion, limit the number of Beneficiaries that may be designated by a Participant. Payments of such amount shall be made as provided in Section 14 hereof.

Section 12. Disability Benefits.

     12.1. If a Participant becomes so totally and permanently disabled as established by a licensed physician selected by the Committee, after application for benefits, that he is not able to perform his job or any job for the Employer for which he is reasonably suited as a result of his education, training and experience, such Participant shall be entitled to receive, as a disability benefit, the entire balance of his Account. This provision shall be consistently and uniformly applied in a nondiscriminatory manner. Payment of such amount shall be made as provided in Section 14 hereof.

Section 13. Termination of Employment.

     13.1. Distribution upon Termination. If a Participant leaves the employ of the Employer for any reason other than retirement, death or disability in accordance with Sections 10, 11 and 12 hereof, he shall be entitled to the entire balance of his Account. Notwithstanding the foregoing, an Active Participant who terminated his employment on or before February 28,

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1995 shall be subject to the vesting schedule set forth in the Plan document in effect on the Active Participant’s date of termination of employment.

Section 14. Method of Payment.

     14.1. Payments on Account of Retirement, Death, Disability or Termination of Employment. At the time a Participant requests to receive any amount from the Plan because of his retirement, termination of employment, or disability, or at the time a Beneficiary requests to receive any amount because of the Participant’s death, the Trustee, acting in accordance with the written instructions of the Committee, shall make payment from the Trust to such individual or individuals in the form of a lump sum. A Participant or Beneficiary shall be eligible to receive a distribution pursuant to this section as soon as administratively practicable after the Participant or Beneficiary is eligible; except that if a contribution is still to be made for his benefit, the Committee may delay such payment until after the date on which such contribution is credited.

     14.2. Consent/Cash-Out Provisions. Subject to Section 14.4, no distributions from the Plan shall be made to a Participant who has not attained age 65 and whose Account is greater than $5,000 without the consent of such Participant.

          If the Account of an Inactive Participant or Beneficiary does not exceed $5,000 as of the date of distribution, such Account may be distributed, in accordance with uniform procedures established by the Committee, to such Inactive Participant or Beneficiary in the form of a lump sum as soon as is administratively practicable after the termination of employment of the Participant or Beneficiary without his consent.

          A Participant’s election to receive a distribution from the Plan pursuant to this Section 14 will not be valid unless (a) the Participant has received a general description of the material features and the relative values of the forms of benefits (hereinafter referred to as “description”) under the Plan; and (b) the Participant has been informed that he has the right to postpone any distribution until he has attained age 65. The Participant will be provided with such description not less than 30 days and not more than 90 days prior to the date his benefits are scheduled to commence, provided that a distribution may be made to the Participant prior to such 30-day period, provided the Participant has been informed that he has a right to a period of at least 30 days after receiving the description to consider the decision of whether to elect a distribution from this Plan and the Participant, after receiving such information, affirmatively elects a distribution prior to such 30-day period. This paragraph shall be effective for distributions occurring on and after January 1, 1997.

          If the Account of an Inactive Participant or Beneficiary does not exceed $5,000 as of the date of distribution, such Account may be distributed, in accordance with uniform procedures established by the Committee, to such Inactive Participant or Beneficiary in the form of a lump sum as soon as is administratively practicable after the termination of employment of the Participant or Beneficiary without his consent.

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          Effective on and after January 1, 1997 and prior to January 1, 2000, $3,500 shall be substituted for $5,000 above, and such dollar amount shall be measured at the time the Participant or Beneficiary is currently, or previously was, eligible for a distribution from the Plan.

     14.3. Rights of Inactive Participants. For so long as an Inactive Participant’s Account remains as an asset of the Plan, he shall be permitted to exercise in respect to his Account all of the investment alternatives afforded by the Plan, change his Beneficiary designations and receive copies of any and all notifications, announcements government filings or Plan amendments which are distributed or required to be distributed to him.

     14.4. Latest Payment Dates.

          (a) Subject to paragraph (b) below, unless the Participant elects otherwise, the payment of the Participant’s Account will begin not later than 60 days after the end of the Plan Year in which the latest of the following occurs: (i) the Participant attains his Normal Retirement Age; (ii) the tenth anniversary of the year in which the Participant commenced participation in the Plan; or (iii) the Participant terminates service with the Employer; provided however, that if the amount of the distribution required to commence on the date determined under this section cannot be ascertained by such date, or if it is not possible to make such payment on such date because the Committee has been unable to locate the Participant or his Beneficiary after making reasonable efforts to do so, a payment retroactive to such date may be made not later than 60 days after the earliest date on which the amount of such payment can be ascertained or the date on which the Participant or Beneficiary is located.

          (b) In no event will the Account of a Participant be distributed, or commence to be distributed, later than a Participant’s required beginning date. The “required beginning date” will mean, for a Participant who is not a 5% Owner, the April 1 of the calendar year following the later of: (i) the calendar year in which the Participant attains age 70¹/2; or (ii) the calendar year in which the Participant retires. The required beginning date of a Participant who is a 5% Owner will be the April 1 of the calendar year following the calendar year in which the Participant attains age 70¹/2. Distributions will continue to be made by each December 31 following the Participant’s required beginning date as required by Code Section 401(a)(9) and applicable regulations thereunder. Distributions that commence pursuant to this paragraph (b) to a Participant who is a 5% Owner will be paid to such Participant in the form of a lump sum consisting of the Participant’s entire Account as of the applicable valuation date. Distributions that commence pursuant to this paragraph (b) to a Participant who is not a 5% Owner shall at all times comply with Code Section 401(a)(9) and applicable regulations thereunder.

          With respect to the distributions under the Plan made in calendar years beginning on or after January 1, 2001, the Plan will apply the minimum distribution requirements of Section 401(a)(9) of the Internal Revenue Code in accordance with the regulations under Section 401(a)(9) that were proposed in January 2001, notwithstanding any provision of the Plan to the contrary. This paragraph shall continue in effect until the end of the last calendar year beginning before the effective date of final regulations under Section 401(a)(9) or such other date specified in guidance published by the Internal Revenue Service.

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          If a Participant who is not a 5% Owner attains age 70¹/2:

(i)	in a calendar year after 1995 and has not retired by the end of such calendar year, the Plan may provide such Participant with the option to delay commencement of a distribution required under this paragraph (b) until not later than the April 1 following the calendar year in which the Participant retires; or
(ii)	prior to the 1997 calendar year and did not retire before January 1, 1997, the Plan may provide a Participant with the option to cease the minimum required distributions payable pursuant to this paragraph (b) until such time as the Participant retires.

          (c) For the purpose of this Section 14.4, “5% Owner” shall have the meaning set forth in Code Section 416.

          (d) Notwithstanding anything in the Plan to the contrary, if the distribution of the Participant’s Account has commenced as a result of the commencement of minimum required distributions pursuant to paragraph (b) above, and the Participant dies prior to his entire Account being distributed to him, the remaining portion of his Account will be distributed, in accordance with Code Section 401(a)(9) and applicable regulations thereunder, at least as rapidly as under the method of distribution in effect prior to the Participant’s death. If the Participant dies before the distribution of his Account has commenced, his entire interest will be distributed not later than the fifth anniversary of the December 31^st immediately following his death.

     14.5. Eligible Rollover Distributions.

          (a) Notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributee’s election under the Plan, a distributee may elect, at the time and in the manner prescribed by the Committee, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover.

          (b) The following definitions will apply for purposes of this section:

(i) Eligible rollover distribution: An eligible rollover distribution is any distribution of all or any portion of the Account of the distributee, except that an eligible rollover distribution does not include: (A) any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee’s designated Beneficiary; (B) any distribution that is for a specified period of ten years or more; (C) any distribution to the extent such distribution is required under Code Section 401(a)(9); (D) the portion of any distribution that is not includable in gross income (determined without regard to the exclusion for net unrealized

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	appreciation with respect to employer securities); (E) hardship distributions described in Code Section 401(k)(2)(B)(i)(IV) in the amount described in Treasury Regulation 1.401(k)-1(d)(2)(ii); and (F) at the election of the Committee, any other distribution if such distribution and all other distributions during the year are reasonably expected to total less than $200.
(ii)	Eligible retirement plan: An eligible retirement plan is an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), an annuity plan described in Code Section 403(a) or a qualified trust described in Code Section 401(a) that accepts the distributee’s eligible rollover distribution. However, in the case of an eligible rollover distribution to the surviving spouse, an eligible retirement plan is an individual retirement account or individual retirement annuity.
(iii)	Distributee: A distributee includes an employee or former employee. In addition, the spouse or surviving spouse of an employee or former employee is a distributee with regard to the interest of the spouse or surviving spouse.
(iv)	Direct Rollover: A direct rollover is a payment by the Plan to the eligible retirement plan specified by the distributee.

Section 15. Loans, Withdrawals, In-Service Distributions and Hardship Distributions.

     15.1. Withdrawals from Voluntary Accounts or Qualified Rollover Accounts. Each Participant may at any time withdraw from his After-Tax Voluntary Account or his Qualified Rollover Account the total amount contributed by him less any amounts previously withdrawn by him or paid to him from said Account, and adjusted by any investment gains and losses on such Account. However, the Committee may adopt reasonable, nondiscriminatory rules to restrict or limit such withdrawals.

     15.2. Hardship Withdrawals from Accounts. Upon the application of a Participant in the event of a financial hardship resulting from the immediate and heavy financial needs of such Participant, the Committee may, in the exercise of its sole discretion, permit the Participant to withdraw any or all of the amounts in his 401(k) Account [excluding income on Section 401(k) Contributions made after December 31, 1988] or his Flex Rollover Account in the form of a lump sum, provided that any amount distributed from the 401(k) Account or the Flex Rollover Account shall not exceed the amount required to meet the immediate financial need created by the hardship and not reasonably available from other resources of the Participant. Further, any hardship withdrawals from the 401(k) Account may be made only if permitted under the rules established under the Code for such hardship withdrawals. The Committee shall make a determination of financial hardship and the amount required for such distribution in accordance with uniform and nondiscriminatory standards which may be based upon standards set in the

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Code for 401(k) Account hardship distributions or such other standards as the Committee deems appropriate. Such standards may require a Participant to apply for and, if eligible, receive a loan from the Plan prior to receiving a hardship distribution.

     15.3. In-Service Distributions After Age 59¹/2. Any Participant who has attained age 59¹/2 may elect at any time to withdraw all or any portion of his After-Tax Voluntary Account, his Qualified Voluntary Account, his Flex Rollover Account, his Qualified Rollover Account or his 401(k) Account in the form of a lump sum. The Committee may adopt reasonable, nondiscriminatory rules to restrict or limit such withdrawals.

     15.4. In-Service Distributions After Age 70¹/2. Unless otherwise required to be distributed pursuant to Section 14.4(b) of the Plan, a Participant who attains age 70¹/2 may at any time withdraw all or any portion of his After-Tax Voluntary Account, his Qualified Voluntary Account, his Flex Rollover Account, his Qualified Rollover Account, Regular Employer Account or his 401(k) Account in the form of a lump sum or in the form of installments.

     15.5. Loans.

          (a) Permissibility of Loans. Effective on and after April 1, 2000, a Participant may borrow funds from his After-Tax Voluntary Account, his Qualified Voluntary Account, his Flex Rollover Account, his Qualified Rollover Account or his 401(k) Account pursuant to a loan program established by the fiduciary responsible for the investment of Plan assets and administered by the Committee. Any loan granted under such program will be deemed an investment of the Account of the Participant to whom the loan is made. All loans to Participants from the Plan must comply with the provisions of paragraphs (b) and (c) of this section.

          (b) Code Section 72(p) Limitations. No loan to any Participant can be made to the extent that such loan when added to the outstanding balance of all other loans to the Participant would exceed the lesser of (i) $50,000 reduced by the excess (if any) of the highest outstanding balance of loans during the one-year period ending on the day before the loan is made, over the outstanding balance of loans from the Plan on the date the loan is made; or (ii) one-half the present value of the vested Account of the Participant. For the purpose of the above limitation, all loans from all plans of the Employer and other members of a group of employers described in Code Sections 414(b), 414(c), 414(m) and 414(o) are aggregated. Furthermore, any loan will by its terms require that repayment (principal and interest) be amortized in level payments, not less frequently than quarterly, over a period not extending beyond five years from the date of the loan, unless such loan is used to acquire a dwelling unit which, within a reasonable time (determined at the time the loan is made), will be used as the principal residence of the Participant. An assignment or pledge of any portion of the Participant’s interest in the Plan and a loan, pledge or assignment with respect to any insurance contract purchased under the Plan will be treated as a loan under this section.

          (c) Additional Requirements. All loans made under this Plan will, in accordance with Code Section 4975(d)(1), comply with the following requirements:

(i) Loans will be made available to Participants or Beneficiaries on a reasonably equivalent basis.

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(ii)	Loans will not be made available to “highly-compensated employees” [within the meaning of Code Section 414(q)] in an amount proportionally greater than the amount made available to other Participants.
(iii)	Each Participant will apply for a loan in accordance with procedures approved by the Committee.
(iv)	Loans shall be made in accordance with criteria approved by the Committee.
(v)	Loans will be adequately secured and bear a reasonable interest rate. For this purpose, a Participant’s vested Account will constitute sufficient collateral for a loan, provided that at no time may more than 50% of such vested Account be used as security for all outstanding loans made to the Participant under the Plan, determined immediately after the most recent loan is extended. A reasonable interest rate will be determined for each loan by the Committee based upon prevailing interest rates for similar loans in the surrounding business community in which the Plan is administered.
(vi)	Default on a loan will exist upon the occurrence of any event enumerated as a default in the promissory note or security agreement executed by the Participant or Beneficiary. In the event of default, foreclosure on the note and attachment of the portion of the Account provided as security will occur upon a distributable event under the Plan.

Section 16. Trustee.

     16.1. Establishment of Trust. The Company shall continue to maintain a Trust Agreement with a qualified person or entity providing for the administration of the Trust by the Trustee. The Trust Agreement entered into shall be deemed to form a part of this Plan, and any and all rights or benefits which may accrue to any person under this Plan shall be subject to all of the terms and provisions of the Trust Agreement.

     16.2. Payment of Fees. The Trustee’s fees, investment advisory fees and other expenses of the Trust shall be paid out of the Trust, except for such fees and expenses which the Company or an Employer elects to pay.

Section 17. Committee.

     17.1. Establishment of Committee. The Plan shall be administered by a Committee composed of one or more members who shall be appointed by and shall serve at the pleasure of the Board of Directors of Worthington Industries, Inc. The Committee may act by a majority vote and shall select a chairman and a secretary. The secretary shall keep a record of proceedings

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of the Committee. Any direction to the Trustee or certification signed by the chairman or by the secretary shall be deemed to be the action of the Committee.

     17.2. Powers of Committee. The Committee shall supervise the maintenance of such accounts and records as shall be necessary or desirable to show the contributions of the Employers, contributions of the Participants, allocation to Participants’ Accounts, payments from Participants’ Accounts, valuations of the Trust Fund and all other transactions pertinent to the Plan. The Committee is authorized to perform functions necessary to administer the Plan, including, without limitation, determine the eligibility and qualification of employees under the Plan, the allocation and vesting of contributions, earnings and losses of the Plan; to interpret and construe the Plan; to decide questions arising out of the administration and operation of the Plan, including determining who is the Beneficiary of a Participant’s Account; to adopt rules, regulations and procedures consistent therewith and to decide all disputes with respect to the rights and obligations of Participants or Beneficiaries in the Plan; and if the Trust Agreement permits, the Committee may direct the Trustee with respect to investment of the assets of the Trust or may employ investment counsel to do so. The Committee shall also have such other authority as provided elsewhere in this Plan or the Trust Agreement. The Committee will have absolute discretion in exercising its powers and carrying out its duties under the Plan.

     17.3. Advice and Delegation. The Committee may employ one or more persons to render advice with regard to any responsibilities it has under the Plan and may designate others to carry out any of its responsibilities.

     17.4. Application for Benefits. The Committee may, at its discretion, permit a Participant or Beneficiary to apply for benefits due such individual as a result of his participation in the Plan in writing, over the phone, through the Internet, or through the use of any electronic means permitted by the Internal Revenue Service and Department of Labor, and to receive all information necessary to complete such application in a similar manner. The Committee may limit the method used by the Participant or Beneficiary to apply for benefits to one or more of the methods described in this section. Notwithstanding the foregoing, a hardship distribution application pursuant to Section 15.2 shall only be made in writing.

Section 18. Amendments.

     The Company, by its Board of Directors or its designee, shall have the right (acting on behalf of all Participating Employers) at any time by an instrument in writing to modify, alter, amend or terminate this Plan in whole or in part; provided, however, that no such change shall in any way affect the vested rights of the employees under this Plan. Except as permitted by Code Section 411(d)(6) and applicable regulations thereunder, no amendment to the Plan will decrease the balance of a Participant’s Account or eliminate any optional form of distributions with respect to benefits attributable to service before the amendment.

Section 19. Distribution upon Termination.

     When and if this Plan is terminated, or upon dissolution or liquidation of the Employer, after the payment of all expenses and after all adjustments of Participants’ Accounts to reflect

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such expenses, fund profits or losses, income and allocations to date of termination, each Participant shall be entitled to receive the entire balance of his Account. The Committee may, in its discretion, make payment of such amount in cash or in assets of the Trust. Notwithstanding the foregoing, a Participant’s 401(k) Account may not be distributed as a result of the termination of the Plan to the extent the Employer, during the 24-month period beginning 12 months prior to the date of termination, maintains a “successor plan,” within the meaning of Treasury Regulation 1.401(k)-(d)(3).

Section 20. Creditors of Participants.

     Except as provided in Code Section 401(a)(13), assignment, pledge or encumbrance of any character of the benefits under the Plan are not permitted or recognized under any circumstances; and such benefits shall not be subject to claims of creditors, execution, attachment, garnishment or any other legal process. This provision shall not prevent the payment or assignment of all or a portion of a Participant’s Account (a) pursuant to a qualified domestic relations order [as defined in Section 414(b) of the Code]; and the Committee shall adopt procedures for determining whether a domestic relations order is qualified and for payment of Accounts pursuant to such orders; or (b) in payment of a federal tax lien if required by law. The Committee may permit the distribution of a domestic relations order immediately after it determines the order is qualified, notwithstanding the fact that such distribution is made to the alternate payee prior to the Participant attaining his “earliest retirement age,” as such term is defined in Code Section 414(q).

Section 21. Claims Procedure.

     21.1. Filing a Claim for Benefits. A Participant or Beneficiary, or a person acting on behalf of such Participant or Beneficiary, shall make an application for benefits under the Plan. Such request shall be made in the manner permitted by the Committee and shall set forth the basis of such claim and shall also authorize the Committee or its designee to conduct such examinations as may be necessary for the Committee or its designee to determine, in its discretion, the validity of the claim and to take such steps as may be necessary to facilitate the payment of benefits to which the Participant or Beneficiary may be entitled under the terms of the Plan.

          A decision by the Committee or its designee shall be made promptly and not later than 90 days after the Committee’s receipt of the claim for benefits under the Plan, unless special circumstances require an extension of the time for processing; in which case, a decision shall be rendered as soon as possible, but not later than 180 days after the initial receipt of the claim for benefits. If the Participant or Beneficiary does not receive an answer within the time set forth above, he may deem the claim denied and proceed to the review procedures set forth below.

     21.2. Denial of Claim. Whenever a claim for benefits by any Participant or Beneficiary has been denied by the Committee or its designee, in whole or in part, a written notice prepared in a manner calculated to be understood by the Participant or Beneficiary must be provided setting forth:

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          (a) the specific reasons for the denial;

          (b) the specific reference to the pertinent Plan provisions on which the denial is based;

          (c) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and

          (d) an explanation of the Plan’s claim review procedure.

     12.3. Remedies Available to Participants or Beneficiaries. Upon denial of his claim by the Committee, a Participant or Beneficiary:

          (a) may request a review by a named fiduciary, which may or may not be the Committee, upon written application to the Plan;

          (b) may review pertinent Plan documents; and

          (c) may submit issues and comments in writing to a named fiduciary.

          A Participant or Beneficiary shall have 60 days after receipt by the claimant of written notification of a denial of a claim to request a review of a denied claim.

          A decision by a named fiduciary shall be made promptly and not later than 60 days after the named fiduciary’s receipt of a request for review, unless special circumstances require an extension of time for processing; in which case, a decision shall be rendered as soon as possible, but not later than 120 days after receipt of a request for review. The decision on review by a named fiduciary shall be in writing and shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant, and specific references to the pertinent Plan provisions on which the decision is based.

Section 22. Employers and Employer Groups.

     22.1. Adoption of Plan by Employers. Any Related Employer may adopt this Plan and become a party hereto as a Participating Employer on such date and upon such reasonable terms as may be fixed by the Committee and upon the execution of an appropriate written Adoption Agreement between the Committee and the Participating Employer. Any Participating Employer by its Board of Directors or its designee may adopt the Plan for the benefit of all of its employees or it may elect to adopt the Plan only for one or more of its Operating Groups.

     22.2. Individual Employer Treatment. Except to the extent the requirements of Treasury Regulation Section 1.401(a)(4)-2 would not be satisfied, the provisions of this Plan shall be applied as if the Plan were a separate plan for each Employer Group and for purposes of allocating Regular Employer Contributions, only Participants who are employees of that Employer Group shall be entitled to share in the contributions of that Employer Group by other employees of that Employer Group. Each Participating Employer, with the concurrence of the

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Committee, shall determine whether such Participating Employer, or any participating Operating Groups of such Participating Employer, shall be treated as an individual Employer or shall be combined with one or more other Participating Employers or Operating Groups as an Employer Group. An Employer Group shall mean those Participating Employers (or those designated Operating Groups) which have elected to be considered an Employer Group for purposes of this Plan.

     22.3. Transfer of Employees. Any Eligible Employee who transfers from the employment of one Participating Employer to another shall not be considered to have terminated his employment, and his service with all participating entities shall continue to the same extent as though he had not be transferred. For the year of the transfer, the transferring employee will be entitled to share in the contributions, if any, to the Plan by both Participating Employers as may be appropriate. Appropriate adjustments and transfers of assets for employees of the respective Employers will be made so that an employee’s Account will be maintained under the Plan of the Employer by which he is employed. The provisions of this paragraph notwithstanding, under no circumstance shall any employee be credited with an allocation from more than one Employer based on the same period of service, and all employees similarly situated will be treated alike.

     22.4. Transfers to Suspended Status. Any Eligible Employee who becomes ineligible for the Plan because of a change in employment status (including a transfer to a Related Employer or Operating Group that has not adopted the Plan) shall become a Suspended Participant. While a Suspended Participant he shall continue to be granted service under the Plan to the extent necessary but shall not share in any Employer contributions (except to the extent of his Compensation earned prior to the date he became ineligible), nor shall he be permitted to make rollover contributions or any Enrollment Designation for 401(k) Contributions. Except as provided in the following sentence, his Accounts shall continue to be adjusted for earnings or losses of the Trust Fund in accordance with Section 8. The Committee may, in its discretion, transfer the Account of a Suspended Participant who became a Suspended Participant as a result of his employment with TWB Company (or any other Affiliate) to the TWB Deferred Profit Sharing Plan (or such other Affiliate’s profit sharing plan).

          If the Employer contributes to a union pension plan for the benefit of any Eligible Employee or if the union has bargained not to be covered by this Plan, from the date of such coverage or bargaining, such employee shall not be eligible to participate in this Plan and shall not be entitled to share in Employer contributions to this Plan (except to the extent of his Compensation earned prior to the date he became ineligible).

Section 23. Miscellaneous.

     23.1. Right to Terminate. The right of the Employer to terminate the employment of any of their employees shall not in any way be affected by the employees’ participation in this Plan.

     23.2. Merger, etc. In case of any merger or consolidation with, or transfer of assets or liabilities to, any other Plan, each Participant in the Plan must (if this Plan then terminated) be eligible to receive a benefit immediately after the merger, consolidation or transfer which is equal

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to or greater than the benefit he would have been entitled to receive immediately before the merger, consolidation or transfer (if the Plan then terminated).

     23.3. Named Fiduciaries. The named fiduciaries of this Plan shall be the Committee and the Company.

     23.4. Limitation on Reversion of Contributions. Except as provided in paragraphs (a) through (b) below, all contributions made under the Plan shall be held for the exclusive benefit of Participants and their Beneficiaries and may not revert to the Employer.

          (a) In the case of a contribution made by the Employer based upon a mistake of fact, such contribution may be returned to the Employer within one year after it was contributed to the Plan.

          (b) In the case of a contribution conditioned upon its deductibility under Code Section 404, to the extent the deduction is disallowed, the amount disallowed may be returned to the Employer within one year after the disallowance.

     23.5. Other. Wherever used in this Plan the masculine pronoun refers to both men and women.

          Notice of the existence and provisions of the Plan and of any amendment thereto shall be communicated to those entitled to notice thereof.

     23.6. Direct Transfers. The Committee may elect to accept direct or indirect transfers [within the meaning of Code Section 401(a)(11)] from another qualified plan. Transfers may be allocated to a separate account established by the Committee. To the extent required by Code Section 411(d)(6), the Plan shall preserve the forms of benefits relating to that portion of a Participant’s Account acquired in a direct or indirect transfer and shall specify such forms as an amendment or attachment to the Plan. A Participant’s administrative elections, including beneficiary designations and salary deferral elections made while a participant in the transferor plan, shall be deemed by the Committee to be made under the Plan and shall continue to remain in effect unless modified by the Participant.

     23.7. Uniform Services Employment and Reemployment Rights Act. Effective as of December 12, 1994, notwithstanding any provisions of this Plan to the contrary, contributions, benefits and years of service with respect to qualified military service will be provided in accordance with Code Section 414(u).

     23.8. Qualified Transportation Fringe Compensation. To the extent that any provision of the Plan directly or indirectly references the definition of “compensation” set forth in either Section 415(c)(3) or Section 414(s)(2) of the Code, and such provision provides that certain deferred compensation pursuant to Section 415(c)(3)(D) of the Code or Section 414(s)(2) of the Code will be included in the definition of “compensation”, then effective for Plan Years or Limitation Years beginning on and after January 1, 2001, the amount of compensation determined pursuant to such provision will include elective amounts that are not includible in the gross income of the Participant by reason of Section 132(f)(4) of the Code. To the extent that the definition of “compensation”

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which is used for the purpose of determining a Participant’s allocation under the Plan includes in such definition certain deferred compensation described in either Section 414(s)(2) or 415(c)(3)(D) of the Code, effective for Plan Years beginning on and after January 1, 2001, the amount of compensation determined pursuant to such provision will include elective amounts that are not includible in the gross income of the Participant by reason of Section 132(f)(4) of the Code.

     23.9. Mistakes or Misstatements. In the event of a mistake or a misstatement as to any item of such information as is furnished pursuant to the terms of the Plan, which has an effect on the amount of benefits to be paid under the Plan, or in the event of a mistake or misstatement as to the amount of payments to be made to a person entitled to receive a benefit under the Plan, the Committee shall cause such amounts to be withheld or accelerated, as shall in its judgment accord to such person the payment to which he is properly entitled under the Plan.

Section 24. Top-Heavy Plan Contingencies.

     24.1. Definitions. If, for any Plan Year, the Plan is a Top-Heavy Plan, the provisions of Section 24.3 will be applicable.

          (a) Key Employee: Any employee or former employee (and the Beneficiaries of such employee) who at any time during the determination period was (i) an officer of the Employer if such individual’s annual compensation exceeds 50% of the dollar limitation under Code Section 415(b)(1)(A); (ii) an owner (or considered an owner under Code Section 318) of one of the ten largest interests in the Employer if such individual’s annual compensation exceeds the dollar limitation under Code Section 415(c)(1)(A); (iii) a 5% Owner of the Employer; or (iv) a 1% owner of the Employer who has annual compensation of more than $150,000. For purposes of this section, “annual compensation” means compensation as defined in Code Section 415(c)(3), but including amounts contributed by the Employer pursuant to a salary reduction agreement that are excludable from the employee’s gross income under Code Section 125, 402(a)(8), 402(h) or 403(b). The determination period is the Plan Year containing the Determination Date and the four preceding Plan Years. The determination of who is a Key Employee will be made in accordance with Code Section 416(i)(1) and the regulations thereunder.

          (b) Non-Key Employee: Any employee or former employee of the Employer who is not a Key Employee. The Beneficiary of a Non-Key Employee will be treated as a Non-Key Employee, and the Beneficiary of a former Non-Key Employee will be treated as a former Non-Key Employee.

          (c) Determination Date: For any Plan Year subsequent to the first Plan Year, the last day of the preceding Plan Year. For the first Plan Year, the last day of such Plan Year.

          (d) Permissive Aggregation Group: The Required Aggregation Group of plans plus any other plan or plans of the Employer which, when considered as a group with the Required Aggregation Group, would continue to satisfy the requirements of Code Sections 401(a)(4) and 410.

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          (e) Required Aggregation Group: (i) Each qualified plan of the Employer in which at least one Key Employee participates or participated at any time during the Plan Year containing the Determination Date and the four preceding Plan Years (regardless of whether the Plan has terminated); and (ii) any other qualified plan of the Employer which enables a plan described in (i) to meet the requirements of Code Section 401(a)(4) or 410.

          (f) Top-Heavy Plan: The Plan, if in any Plan Year it is top heavy as set forth in Section 24.2.

          (g) Valuation Date: The date selected by the Committee for valuing the Plan for the purpose of this section.

     24.2. Top-Heavy Status. This Plan, and any other plans aggregated with it, will become top heavy pursuant to this Section 24.2, as of the Determination Date, if the present value of accrued benefits of Key Employees is more than 60% of the sum of the present value of accrued benefits of all employees. In the case of more than one plan that is to be aggregated with this Plan, the present value of the accrued benefits of employees in such plan is first determined separately for each plan as of each plan’s Determination Date. The plans will then be aggregated by adding the results of each plan as of the Determination Dates for such plans that fall within the same calendar year. The combined results will indicate whether the plans are top heavy. For the purpose of determining the present value of the accrued benefits of an employee (a) the present value of accrued benefits of the employee will be increased by the aggregate distributions made with respect to such employee during the five-year period ending on the Determination Date; (b) the accrued benefits of former Key Employees will not be taken into account; and (c) the accrued benefits of employees who have not performed services at any time during the five-year period ending on the Determination Date for the Employer maintaining the Plan will not be taken into account.

          Notwithstanding the foregoing, if this Plan is aggregated for top-heavy purposes with a defined benefit plan, present value of accrued benefits will be made for this Plan and for such other plan by using the interest rate and mortality assumptions contained in such other plan. If a Required or Permissive Aggregation Group includes two or more defined benefit plans (a) the same actuarial assumptions must be used with respect to all such plans and must be specified in such plans; and (b) the accrued benefits of Non-Key Employees will be determined under a uniform accrual method or, where there is no such method, as if such benefit accrued not more rapidly than the slowest rate of accrual permitted under the fractional rule of Code Section 411(b)(1)(C).

          The present value of accrued benefits as of the Determination Date for any applicable employee or former employee is the sum of (a) the applicable employee’s Account as of the most recent Valuation Date occurring within a 12-month period ending on the Determination Date; (b) an adjustment for contributions due as of the Determination Date; and (c) the aggregate distributions made with respect to such individual under the Plan during the five-year period ending on the Determination Date. For a profit sharing plan, the adjustment in (b) is generally the amount of contributions actually made after the Valuation Date but on or before the Determination Date.

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          In determining whether the Plan is top heavy, it must be aggregated with each plan included in the Required Aggregation Group. In addition, the Employer may aggregate plans included in the Permissive Aggregation Group.

     24.3. Minimum Contributions. For each Plan Year in which the Plan is top heavy, each Participant who is a Non-Key Employee and who is employed on the last day of the Plan Year (including Participants who did not complete 1,000 Hours of Service in the Plan Year) is required to receive an annual allocation of contributions (disregarding Social Security benefits) equal to at least 3% of his Compensation; provided that, if the largest percentage of Compensation allocated to a Key Employee for a Plan Year is less than 3%, that largest percentage will be substituted for 3%. Such amount will be known as the “top-heavy minimum contribution.” For any year in which the Employer maintains a defined benefit plan in addition to this Plan, the requirements of this paragraph will be satisfied for all Non-Key Employees who participate in both plans by providing each Non-Key Employee with the 2% minimum annual benefit provided under the top-heavy provisions of the defined benefit plan. For any year in which the Employer maintains another defined contribution plan in addition to this Plan, the minimum benefit described in this paragraph may be provided for Non-Key Employees who participate in both plans by such other defined contribution plan or this Plan, as elected by the Committee.

          For any Plan Year in which this Plan is required to provide the top-heavy minimum contribution, the Employer will contribute to the Account of each Non-Key Employee required to receive an allocation pursuant to the previous paragraph an amount equal to the difference between the amount necessary to provide such Non-Key Employee with the top-heavy minimum contribution for such year and the amount previously allocated to such Non-Key Employee’s Account for such year. Contributions made to a Non-Key Employee’s Account that are “elective deferrals,” as such term is defined in Code Section 402(g)(3)(A), will not be used to satisfy the top-heavy minimum contribution.

Section 25. Definitions.

     “Account” shall mean the Account or Accounts maintained for Participants in accordance with the provisions of Section 7 hereof and shall include, as appropriate, a Regular Employer Contribution Account for amounts arising from Regular Employer Contributions, an After-Tax Voluntary Account for amounts arising from After-Tax Voluntary Contributions, a Qualified Voluntary Account for amounts arising from Qualified Voluntary Contributions, a Qualified Rollover Account for amounts arising from Qualified Rollover Contributions from other qualified plans, a Flex Rollover Account for amounts arising from Flex Rollover Contributions from the Company’s Flexible Benefit Plan, a 401(k) Account for amounts arising from 401(k) Contributions and any other account that, in the opinion of the Committee, is necessary for the administration of the Plan.

     “Active Participant” shall mean any Eligible Employee who has become a Participant and who has not terminated his employment or become a retired, disabled, deceased or Suspended Participant.

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     “Adoption Agreement” shall mean the written understanding signed by an Employer by which it adopts and agrees to be part of the Plan for itself or any of its Operating Groups.

     “Affiliate” shall mean any other Employer which, together with the Company, is a member of: (a) a controlled group of corporations or of a commonly controlled trade or business, as defined in Code Sections 414(b) and (c), and for the purpose of Section 9.1(b), as modified by Code Section 415(h); (b) an affiliated service group as defined in Code Section 414(m); or (c) any other organization described in Code Section 414(o).

     “After-Tax Voluntary Account” shall mean the Account to which a Participant’s After-Tax Voluntary Contributions are allocated.

     “After-Tax Voluntary Contribution” shall mean after-tax contributions to the Plan made by a Participant pursuant to Section 4.

     “Allocated Vested Employer Contributions” shall mean the contributions made to the Plan pursuant to Section 9.5.

     “Annual Additions” means the sum of the following amounts for a Limitation Year:

          (a) Regular Employer Contributions, Section 401(k) Contributions and Flex Rollover Contributions allocated to a Participant’s Account pursuant to Sections 2, 3, 4 and 5;

          (b) amounts allocated after March 31, 1984 to an individual medical account, as defined in Code Section 415(l)(2), which is part of a pension or annuity plan maintained by the Employer;

          (c) amounts derived from contributions paid or accrued after December 31, 1985 in taxable years ending after such date which are attributable to postretirement medical benefits allocated to the separate Account of a “key employee” [as defined in Section 416(i) of the Code] under a welfare benefit fund [as defined in Section 419(e) of the Code] maintained by the Employer. The amounts described under this paragraph (c) will not be subject to the 25% of compensation limit provided in Section 9.1;

          (d) amounts consisting of employer contributions, employee after-tax contributions or forfeitures allocated to any other defined contribution plan or simplified employee pension (other than a salary reduction simplified employee pension) of the Employer or an Affiliate to which the Participant is or was a participant.

     In determining (a) above, any excess amount determined in accordance with Section 9.1 that is applied to reduce Regular Employer Contributions in a Limitation Year will be considered an Annual Addition for the year in which such contribution is applied.

     The amounts described in (a) and (d) above will include amounts treated as “excess deferrals” within the meaning of Treasury Regulation 1.402(g)-1(e)(1)(iii) [unless distributed in accordance with Treasury Regulation 1.402(g)-1(e)(2) or (3)], “excess contributions” within the

26

meaning of Treasury Regulation 1.401(k)-1(g)(7) or “excess aggregate contributions” within the meaning of Treasury Regulation 1.401(m)-1(f)(8) for a Limitation Year.

     “Beneficiary” shall mean the individual, individuals, trust or other person or entity designated by the Participant under the terms of Section 11, or determined in accordance with Section 11, to receive the death benefit payable under the Plan.

     “Code” shall mean the Internal Revenue Code of 1986, as may be amended from time to time, and corresponding provisions of future federal internal revenue codes and, where applicable, the regulations issued thereunder.

     “Committee” shall mean the Committee set forth in Section 17 of this Plan.

     “Company” shall mean Worthington Industries, Inc.

     “Compensation” shall, effective for Plan Years commencing on and after January 1, 1997 include wages for the Plan Year paid to the Participant by the Employer, as defined in Code Section 3401(a), for the purposes of income tax withholding at the source plus all other payments of compensation which the Employer is required to report on Form W-2. Compensation will be determined without regard to (a) any reduction in compensation resulting from participation in a Section 401(k) cash or deferred arrangement or any arrangement pursuant to Section 125, Section 402(h), Section 403(b), Section 414(h)(2) or Section 457 of the Code, and for Plan Years commencing on and after January 1, 2001 — Section 132(f)(4) of the Code; and (b) any rules that limit remuneration included in wages based on the nature or location of employment or services performed, provided Compensation paid by the Employer during any Plan Year in excess of the limit set forth in Code Section 401(a)(17)(A), as adjusted by Code Section 401(a)(17)(B), will be excluded.

     For purposes of a Participant’s first Plan Year of eligibility, only Compensation paid to the Participant while an employee and after the Entry Date on which he begins to participate in the Plan will be considered for purposes of determining contributions to the Plan.

     “Continuous Year of Service” shall mean any 12-month period of continuous employment of a Participant, measuring from his employment commencement date or any anniversary thereof, determined in accordance with procedures established by the Committee. Continuous Years of Service shall be used for purposes of determining a Participant’s eligibility for retirement and shall include periods of contiguous service while an ineligible employee.

     “Eligible Employee” shall mean any person who is an employee of the Employer, excluding (a) any employee covered by a collective bargaining agreement that does not provide for coverage under the Plan; and (b) any employee of an Operating Group as to which an Employer has not elected for coverage under the Plan pursuant to an Adoption Agreement. If an individual who is not classified as a common law employee is determined by a court of law or governmental agency to be a common law employee of the Employer, such employee will remain excluded from participation in the Plan unless the Plan is amended to specifically provide for such employee’s inclusion.

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     “Eligibility Computation Period” is defined within the definition of “Year of Eligibility Service.”

     “Employer” shall mean the Company and any Related Employer that has adopted this Plan. The term “Employer” shall mean Employer individually or all Employers collectively or an Employer Group as the context requires.

     “Employer Group” shall have the meaning provided in Section 22.2 of the Plan.

     “Employment Commencement Date” shall mean the date on which the employee first performs an Hour of Service for an Employer or an Affiliate.

     “Enrollment Designation” shall mean an agreement, on a form or method prescribed by the Committee between a Participant and his Employer providing for reduction of the Participant’s Compensation and the making of 401(k) Contributions to the Plan on behalf of such Participant.

     “Entry Date” shall mean each March 1, June 1, September 1 or December 1.

     “Fiscal Quarter” shall mean a three-month period ending the last day of February, May, August or November.

     “Flex Rollover Account” shall mean the account into which Flex Rollover Contributions are allocated.

     “Flex Rollover Contributions” shall mean those contributions set forth in Section 5 of the Plan.

     “401(k) Account” shall mean the Account to which 401(k) Contributions are credited.

     “401(k) Contributions” shall mean the contributions made for the benefit of Participants pursuant to Section 3 hereof.

     “401(k) Participant” shall mean a Participant who is eligible to make an Enrollment Designation to elect 401(k) Contributions.

     “Full Active Participant” shall have the meaning as set forth in Section 1.1.

     “Highly-Compensated Employee” means, beginning on and after January 1, 1997, any employee of the Employer who: (a) is a “5% Owner,” as such term is defined by Code Section 414(q)(3) and applicable regulations thereunder, at any time during the current Plan Year or preceding Plan Year; or (b) received “compensation,” as such term is defined by Code Section 414(q)(7) and applicable regulations thereunder in excess of $80,000 (as adjusted) for the preceding Plan Year.

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     “Hour of Service” shall mean an hour calculated as follows:

          (a) An employee shall receive an Hour of Service for each hour for which he is paid, or entitled to payment, for the performance of duties for the Employer. These hours shall be credited to the computation period in which the duties are performed.

          (b) An employee shall receive an Hour of Service for each hour for which he is paid, or entitled to payment, by the Employer on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty, military duty or leave of absence. No more than 501 Hours of Service shall be credited under this paragraph for any single continuous period (whether or not such period occurs in a single computation period). Hours under this paragraph and paragraph (c) shall be calculated and credited pursuant to Section 2530.200b-2 of the Department of Labor Regulations which is incorporated herein by reference.

          (c) An employee shall receive an Hour of Service for each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by the Employer. The same Hours of Service shall not be credited both under paragraph (a) or paragraph (b), as the case may be, and under this paragraph (c). These hours shall be credited to the employee for the computation period to which the award or agreement pertains rather than the computation period in which the award, agreement or payment is made.

          (d) Employees not compensated on an hourly basis shall be credited with the number of Hours of Service for eligibility purposes in accordance with the following table.

If his normal	He shall be
payroll period is:	credited with:
Weekly	45 Hours of Service
Bi-Weekly	90 Hours of Service
Semi-Monthly	95 Hours of Service
Monthly	190 Hours of Service

     If any payroll period extends beyond one computation period, all Hours of Service for such payroll period shall be credited to the computation period in which such payroll period ends.

     “Inactive Participant” shall mean a Participant whose employment terminated and who is entitled to, but has not yet commenced to, receive benefits in accordance with the provisions of Sections 13 and 14.

     “Limitation Year” shall mean the Plan Year.

     “Non-Highly-Compensated Employee” shall mean an employee who is not a Highly-Compensated Employee.

     “Normal Retirement Age” shall mean age 65.

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     “Normal Retirement Date” shall mean the date on which a Participant becomes eligible to receive retirement benefits, other than disability retirement benefits, under prevailing regulations of the Social Security Act; provided, however, that in no event shall the Normal Retirement Date of a Participant be later than the date that such Participant attains age 65.

     “One-Year Break in Service” shall mean an Eligibility Computation Period during which the Participant does not complete more than 500 Hours of Service.

     “Operating Group” shall mean a designated identifiable group of employees or a designated division, location or operation of an Employer.

     “Participant” shall include any employee who has met all the requirements of the Plan and shall include an Active Participant, an Inactive Participant, a retired Participant, a disabled Participant, a deceased Participant or a Suspended Participant.

     “Participating Employer” shall mean an Employer that has become a party to the Plan by executing an appropriate Adoption Agreement.

     “Plan Year” shall mean the fiscal year of the Plan which ends December 31.

     “Qualified Participants” shall mean those Participants who are entitled to receive an allocation of Regular Employer Contributions pursuant to Section 8.1.

     “Qualified Rollover Account” shall mean the Account to which Qualified Rollover Contributions are allocated.

     “Qualified Rollover Contributions” shall mean those contributions made by a Participant through rollovers (directly or indirectly) from other qualified plans as provided in Section 6.

     “Qualified Voluntary Account” shall mean the Account into which Qualified Voluntary Contributions are allocated.

     “Qualified Voluntary Contributions” shall mean those voluntary contributions made by Participants for periods prior to January 1, 1987 which qualify for tax deductions.

     “Regular Employer Contribution” shall mean contributions to the Plan made pursuant to Section 2 hereof.

     “Regular Employer Contribution Account” shall mean the Account established pursuant to Section 7 of the Plan to hold the Regular Employer Contributions allocated to Participants.

     “Related Employer” shall mean the Company, an Affiliate thereof or any joint venture in which the Company or an Affiliate owns not less than 50%.

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     “Suspended Participant” shall mean a previously active Participant who is still working for an Employer (or a related company or operating division) which has not adopted the Plan and who has not incurred a One-Year Break in Service.

     “Trust” or “Trust Fund” shall mean the amounts held by the Trustee of the Plan.

     “Trustee” shall mean the entity appointed by the Company to hold the Trust.

     “Unit Credit” is defined in Section 8.1.

     “Year of Eligibility Service” shall mean an Eligibility Computation Period during which the employee has completed at least 1,000 Hours of Service as an employee of the Employer. The Eligibility Computation Period for each employee shall be the 12-month period beginning on the employee’s Employment Commencement Date or the annual anniversary thereof. The employee will not be credited with the Year of Eligibility Service until the end of the Eligibility Computation Period in which at least 1,000 Hours of Service are completed.

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Appendix A

9.3A Maximum After-Tax Contributions for Highly-Compensated Employees.

     This Section 9.3A is effective for Plan Years commencing on and after January 1, 1997 and ending on the last day of the 1999 Plan Year.

          (a) The contribution percentage for eligible Highly-Compensated Employees will not exceed the greater of:

(i)	125% of the contribution percentage for eligible Non-Highly-Compensated Employees; or
(ii)	the lesser of (A) 200% of the contribution percentage for eligible Non-Highly-Compensated Employees; or (B) the contribution percentage for eligible Non-Highly-Compensated Employees plus two percentage points.

          (b) For purposes of this section, the “contribution percentage” for eligible Highly-Compensated Employees and eligible Non-Highly-Compensated Employees is the average of the ratios (calculated separately for each person in either the Highly or Non-Highly-Compensated Employee group) of (i) (A) the After-Tax Voluntary Contributions paid under the Plan on behalf of each such employee for the applicable Plan Year and (B) the Allocated Fully Vested Employer Contribution allocated to the Accounts of each such employee (as determined under Section 9.5 hereof) for such Plan Year to (ii) the Employee’s Testing Compensation for the portion of the Plan Year in which the employee was a Participant. For the purpose of this paragraph, “Testing Compensation” shall mean any reasonable definition of Compensation that satisfies the requirements of Code Section 414(s), applicable regulations thereunder and Treasury Regulation 1.401(k)-1(g)(2), including the amounts described in Section 414(s)(2).

          (c) In determining whether the Plan satisfies the contribution percentage test set forth in paragraph (b) above, all After-Tax Contributions that are made under two or more plans that are aggregated for purposes of Code Sections 401(a)(4) or 410(b), other than Code Section 410(b)(2)(A)(ii), are to be treated as made under a single plan; and if two or more plans are permissively aggregated for purposes of Code Section 401(m), the aggregated plans must also satisfy Code Sections 401(a)(4) and 410(b) as though they were a single plan. The contribution percentage of a Highly-Compensated Employee will be determined (using all Plan Years ending with or within the same calendar year) by treating all plans subject to Code Section 401(m) under which the Highly-Compensated Employee is eligible as a single plan.

          (d) For the purpose of this section, an employee will be treated as either an eligible Highly-Compensated Employee or an Eligible Non-Highly-Compensated Employee for a Plan Year if such person was eligible to make After-Tax Contributions to the Plan for the Plan Year.

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          (e) The Plan will not be treated as failing to meet the requirements of this section for any Plan Year if, before the close of the following Plan Year (and if practical, to avoid certain excise taxes, before the close of the first 2¹/2 months of the following Plan Year), the amount of the excess aggregate contributions for such Plan Year and any income allocable to such contributions is forfeited and used to reduce subsequent contributions by the Employer, if forfeitable, or distributed; if not forfeitable, not later than the last day of the Plan Year following the Plan Year in which such excess aggregate contribution relates. For this purpose, “income” will mean the sum of the allocable gain or loss on such contributions for the Plan Year of the Participant. The allocable gain or loss will be calculated under one of the methods set forth in Treasury Regulation 1.401(m)-1(e)(3)(ii)(B) or (C).

          (f) Any distribution of the excess aggregate contributions for any Plan Year will be made to Highly-Compensated Employees determined on the basis of the amount contributed by or on behalf of each Highly-Compensated Employee beginning with the Highly-Compensated Employee with the highest dollar amount, and continuing until such excess is distributed. For purposes of this section, the term “excess aggregate contributions” will mean, with respect to a Plan Year, the excess of (i) the aggregate amount of the After-Tax Contributions actually made on behalf of Highly-Compensated Employees for such Plan Year over (ii) the maximum amount of such contributions permitted under the contribution percentage requirement described in (a) above, determined by mathematically reducing contributions made on behalf of Highly-Compensated Employees in order of the contribution percentage beginning with the highest of such percentage.

          (g) If the After-Tax Contributions, 401(k) Contributions, and Fully Vested Employer Contributions for a Plan Year would result in the multiple use of the alternative limitation [as defined in Section 401(m) of the Code and the regulations thereunder which are hereby incorporated by reference], the After-Tax Contributions of Highly-Compensated Employees will be distributed (or, if forfeitable under the Plan, forfeited) to all Highly-Compensated Employees who are subject to the reduction in order that the multiple use test will be met.

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     IN WITNESS WHEREOF, the undersigned has caused this Plan to be executed, effective as set forth above, by its duly authorized officer this 31st day of December, 2001.

WORTHINGTON INDUSTRIES, INC.
By:	/s/ John S. Christie
	Its: /s/ President & COO

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EX-10.2

Exhibit 10.2

AMENDMENT TO THE
WORTHINGTON INDUSTRIES, INC.
DEFERRED PROFIT SHARING PLAN
FOR THE
ECONOMIC GROWTH AND TAX RELIEF
RECONCILIATION ACT OF 2001
AND
FOR OTHER PURPOSES

     WHEREAS, Worthington Industries, Inc. (the “Company”) has adopted the Worthington Industries, Inc. Deferred Profit Sharing Plan (the “Plan”); and

     WHEREAS, the Plan provides that it may be amended from time to time; and

     WHEREAS, the Economic Growth & Tax Relief Reconciliation Act of 2001 (“EGTRRA”) became law generally effective on and after January 1, 2002; and

     WHEREAS, the following amendments to the Plan that conform the Plan to EGTRRA are intended to constitute good faith compliance with the requirements of EGTRRA, and shall be construed in accordance with EGTRRA and guidance issued thereunder; and

     WHEREAS, the Company desires to amend the Plan for certain other purposes;

     NOW, THEREFORE, the Plan is amended as follows:

     1. “50%” shall be substituted for “15%” in the third sentence of Section 3.1, effective on or after January 1, 2002.

     2. The following new Section 3.1A shall be added to the Plan effective on and after September 1, 2002:

3.1A Catch-up Contributions

     (a) An actively employed Participant who is prevented from making additional 401(k) Contributions to the Plan for a Plan Year as a result of a Plan limitation regarding the amount of 401(k) Contributions the Participant may make for a Plan Year; the limitations imposed by Sections 9.1 or 9.3 of the Plan or any other applicable limitation, and who has or will attain age 50 by the last day of any calendar year beginning on or after January 1, 2002, may make an additional contribution to the Plan, hereinafter referred to as a “catch-up contribution.”

     The amount of a catch-up contribution made by a Participant shall not exceed the dollar limitation set forth in Code Section 414(v)(2)(B) [as adjusted in

accordance with Code Section 414(v)(2)(C)] or the amounts described in Code Section 414(v)(2)(A)(ii).

     Catch-up contributions shall not be subject to the otherwise applicable limitations described in Sections 401(a)(30), 401(k)(3), 404(h), 410(b), 415 or 416 of the Code, or any other applicable limitation for the relevant Plan Year, Limitation Year or calendar year for which such contribution is credited, but shall otherwise be treated as 401(k) Contributions.

     The provision of this subparagraph shall be applicable on an equivalent basis to all Participants in the Plan who are eligible to make catch-up contributions and to similarly situated participants in any other plan sponsored by an Employer or Affiliate that provides for elective deferrals under a “qualified cash or deferred arrangement” [within the meaning of Treasury Regulation 1.401(k)-1(a)(4)].

     3. The first sentence of Section 6.1 will be deleted in its entirety and shall be restated as follows, effective for Distribution after December 31, 2001:

     Subject to the Committee’s reasonable determination that the Qualified Rollover Contribution meets the requirements of Section 402(c) of the Code, an Active Participant may contribute to the Plan, as a Qualified Rollover Contribution, a distribution from an “eligible retirement plan” within the meaning of Code Section 402(c)(8)(B), provided such amounts do not consist of after-tax contributions.

     4. The following sentence shall be added to Section 6.1(a) of the Plan at the end thereof, effective for Limitation Years commencing after December 31, 2001:

     For the purpose of this Section 6.1(a), compensation shall not include contributions to a Participant’s Account for medical benefits (within the meaning of Section 401(h) or Section 419A(f)(2) of the Code) after the Participant’s separation from service, notwithstanding the fact that such contributions may otherwise be treated as Annual Additions.

     5. The first sentence of Section 9.3(a) of the Plan shall be deleted in its entirety, and shall be restated as follows, effective for calendar years commencing on or after January 1, 2002:

     For each calendar year, the 401(k) Contributions made by a Participant, excluding (i) amounts treated as excess Annual Additions pursuant to Section 9.2 of the Plan; and (ii) catch-up contributions deferred by a Participant in accordance with Section 414(v) of the Code, shall not exceed the limitation set forth in Section 402(g)(1) of the Code, as adjusted by Section 402(g)(4) of the Code.

     6. The following sentence shall be added to the definition of “deferral percentage” after the first sentence of subsection (c) of Section 9.3 of the Plan, effective for Plan Years commencing on or after January 1, 2002:

2

     A Participant’s deferral percentage will not include catch-up contributions deferred by the Participant in accordance with Section 414(v) of the Code.

     7. Section 13.1 shall be deleted in its entirety and the following shall be substituted:

     If a Participant incurs a severance from employment of the Company for any reason other than retirement, death, or disability in accordance with Sections 10, 11 and 12 hereof, he shall be entitled to the entire value of his Account. The term “severance from employment” in the preceding sentence and where used in the Plan shall be interpreted in accordance with Code Section 401(a)(2)(B)(i)(I) and applicable authority thereunder. This amendment shall not apply to Participants who have severed their employment from the Company and all Affiliates prior to January 1, 2002. If Participant incurs a severance from employment for any reason other than retirement, death or disability in accordance with Sections 10, 11 and 12 hereof, he shall be entitled to the entire balance of his Account. Payment of such amounts shall be made as provided in Section 14 hereof.

     8. The reference to “$5,000” in Section 14.2 of the Plan shall be deleted and “$5,000 (excluding the Participant’s Qualified Rollover Account)” shall be substituted, effective for distributions made to Participants after December 31, 2001.

     9. The following shall be added to Section 15.2, effective on or after January 1, 2002:

     In no event may the Committee reduce the amount of 401(k) contributions that a Participant may elect to defer for the year after the year in which the hardship distribution was received by the Participant by the amount the Participant elected to defer in the year in which the hardship distribution was granted.

     10. Item (E) of Section 14.5(b)(i) of the Plan shall be deleted in its entirety, and the following shall be substituted, effective for distributions made to Participants from the Plan after December 31, 2001:

(E) a distribution made to a Participant in accordance with the hardship rules set forth in Treasury Regulation 1.401(k)-1(d)(2)(ii), to the extent that such distribution is otherwise permitted by the Plan.

     11. The following paragraph shall be added to subparagraph (i) of Section 14.5(b) of the Plan, definition of “eligible rollover distribution”, at the end thereof, effective for distributions made to Participants from the Plan after December 31, 2001:

     Amounts consisting of after-tax contributions, if any, distributed from a Participant’s Account that are excludable from the Participant’s gross income for Federal income tax purposes will also be treated as an eligible rollover distribution. Such amounts may only be transferred to an individual retirement account or annuity described in Sections 408(a) or 408(b) of the Code, or to a qualified defined

3

contribution plan described in Section 401(a) or 403(a) of the Code, provided that such account or plan agrees to separately account for the amounts transferred, including separately accounting for the portion of such distribution that is includible in gross income.

     12. The second sentence of paragraph (ii) of Section 14.5(b) of the Plan, definition of “eligible retirement plan”, shall be deleted in its entirety, and the following paragraph shall be substituted, effective for distributions made to Participants from the Plan after December 31, 2001:

     An eligible retirement plan shall also mean an annuity contract described in Code Section 403(b) and an eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan. The definition of eligible retirement plan shall also apply in the case of a distribution to a Surviving Spouse, or to a Spouse or former Spouse who is the alternate payee under a qualified domestic relations order, as defined in Code Section 414(p).

     13. The last sentence of Section 19 shall be deleted in its entirety and the following shall be substituted, effective on and after January 1, 2002:

Notwithstanding the foregoing, a Participant’s 401(k) Account may not be distributed directly to a Participant as a result of the termination of the Plan to the extent the Company, during the 24-month period beginning 12 months prior to the date of termination, maintains a “successor plan,” within the meaning of Treasury Regulation 1.401(k)-(d)(3). The preceding sentence shall not prevent a Participant from electing to transfer his Account to another plan of the Company in a direct transfer that complies with Code Section 411(d)(6)(D).

     14. The following new Section 23.10 shall be added, effective on and after January 1, 2002:

23.10 Direct Transfers. The Committee may elect to permit a Participant to transfer his Account to another Plan sponsored by the Company or a Related Company in a direct transfer that complies with Code Section 411(d)(6)(D). The Committee may also elect to receive amounts to be held in the Participant’s Account that are transferred from a qualified Plan maintained by the Company or a Related Employer if such transfer complies with Code Section 411(d)(6)(D).

     15. Sections 24.1, 24.2 and 24.3 of the Plan shall be deleted in their entirety and the following shall be substituted, effective for Plan Years commencing on or after January 1, 2002:

24.1 Definitions

     If, for any Plan Year, the Plan is a Top Heavy Plan, the provisions of Section 24.3 will be applicable. For the purpose of this section, to the extent necessary, the

4

term “Employer” includes an Affiliate other than an Employer; and the term “Employee” includes an employee of an Affiliate other than an Employee of the Employer. The following definitions are applicable to this Section 24.1.

     (a) Key Employee: An Employee or former Employee who at any time during the Plan Year that includes the Determination Date is (i) an officer of the Employer with annual compensation exceeding $130,000 [as adjusted in accordance with Code Section 417(i)(1)(A)]; (ii) a 5% owner of the Employer; or (iii) a 1% owner of the Employer who has annual compensation of more than $150,000. For purposes of this section, “annual compensation” means compensation as defined in Code Section 415(c)(3). The determination period is the Plan Year containing the Determination Date and the four preceding Plan Years. The determination of who is a Key Employee will be made in accordance with Code Section 416(i)(1) and the regulations thereunder.

     (b) Non-Key Employee: An Employee or former Employee of the Employer who is not a Key Employee. The Beneficiary of a Non-Key Employee will be treated as a Non-Key Employee, and the Beneficiary of a former Non-Key Employee will be treated as a former Non-Key Employee.

     (c) Determination Date: For all Plan Years subsequent to the first Plan Year, the last day of the preceding Plan Year. For the first Plan Year, the last day of such Plan Year.

     (d) Permissive Aggregation Group: The Required Aggregation Group of plans plus any other plan or plans of the Employer that, when considered as a group with the Required Aggregation Group, would continue to satisfy the requirements of Code Sections 401(a)(4) and 410.

     (e) Required Aggregation Group: (i) Each qualified plan of the Employer in which at least one Key Employee participates or participated at any time during the Plan Year containing the Determination Date and the four preceding Plan Years (regardless of whether the Plan has terminated); and (ii) any other qualified plan of the Employer that enables a plan described in (i) of this paragraph (e) to meet the requirements of Code Sections 401(a)(4) or 410.

     (f) Top Heavy Plan: The Plan, if in any Plan Year it is top heavy as set forth in Section 24.2.

     (g) Top Heavy Compensation: Top Heavy Compensation means “compensation” as defined in Code Section 415(c)(3) and Treasury Regulation 1.415(2)(d)(11)(i) for Limitation Years beginning prior to January 1, 1998, taking into consideration Code Section 414(q)(4)(B).

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24.2 Top Heavy Status

     The Plan and any other plans aggregated with it will become top heavy pursuant to this Section 24.2 as of the Determination Date if the present value of accrued benefits of Key Employees is more than 60% of the sum of the present value of accrued benefits of all Employees. In the case of more than one plan which is to be aggregated with the Plan, the present value of the accrued benefits of employees in such plan is first determined separately for each plan as of each plan’s determination date. The plans will then be aggregated by adding the results of each plan as of the determination dates for such plans that fall within the same calendar year. The combined results will indicate whether the plans are top heavy. For the purpose of determining the present value of the accrued benefits of an Employee (a) the present value of accrued benefits of the Employee will be increased by the aggregate distributions made with respect to such Employee during the period specified in the third paragraph of this Section 24.2 below that ends on the Determination Date; (b) the accrued benefits of former Key Employees will not be taken into account; and (c) the accrued benefits of Employees who have not performed services at any time during the one-year period ending on the Determination Date for the Employer maintaining the Plan will not be taken into account.

     Notwithstanding the foregoing, if the Plan is aggregated for top heavy purposes with a defined benefit plan, the present value of accrued benefits will be determined, for the Plan and for such other plan, by using the interest rate and mortality assumptions contained in such other plan. If a Required or Permissive Aggregation Group includes two or more defined benefit plans (a) the same actuarial assumptions will be used with respect to all such plans and must be specified in such plans; and (b) the accrued benefits of Non-Key Employees will be determined under a uniform accrual method or, where there is no such method, as if such benefit accrued not more rapidly than the slowest rate of accrual permitted under the fractional rule of Code Section 411(b)(1)(C).

     The present value of accrued benefits as of the Determination Date for any applicable Employee or former Employee is the sum of (a) the applicable Employee’s Account as of the most recent valuation date occurring within a 12-month period ending on the Determination Date; (b) an adjustment for contributions due as of the Determination Date; and (c) the aggregate distributions made with respect to such individual under the Plan (or a terminated plan that would be required to be aggregated for the purpose of this Section 24.2) during the one-year period ending on the Determination Date for distributions other than in-service distributions, and during the five-year period ending on the Determination Date for in-service distributions. For a profit sharing plan, the adjustment in (b) is generally the amount of contributions actually made after the Valuation Date but on or before the Determination Date.

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     In determining whether the Plan is top heavy, it must be aggregated with each plan included in the Required Aggregation Group. In addition, the Employer may aggregate plans included in the Permissive Aggregation Group.

     Notwithstanding the foregoing, the Plan shall not be treated as a Top Heavy Plan in any Plan Year beginning on or after January 1, 2002, in which the Plan consists solely of (a) a cash or deferred arrangement that meets the requirements of Section 401(k)(12) of the Code; and (b) matching contributions that comply with Section 401(m)(11) of the Code.

24.3 Minimum Contributions

     For each Plan Year in which the Plan is top heavy, each Participant who is a Non-Key Employee and who is employed on the last day of the Plan Year (including a Participant who was not credited with at least 1,000 Hours of Service in the Plan Year) is required to receive an annual allocation of Employer contributions (disregarding Social Security benefits) equal to at least 3% of his Top Heavy Compensation; provided that, if the largest percentage of Top Heavy Compensation allocated to a Key Employee (including all 401(k) Contributions allocated for the benefit of a Key Employee) for a Plan Year is less than 3%, such percentage will be substituted for 3%. Such amount will be referred to in this Section 24.3 as the “top heavy minimum contribution.” For each year in which the Employer maintains a defined benefit plan in addition to the Plan, the requirements of this paragraph will be satisfied for all Non-Key Employees who participate in both plans by providing each Non-Key Employee with the 2% minimum annual benefit provided under the top heavy provisions of the defined benefit plan. For each year in which the Employer maintains another defined contribution plan in addition to the Plan, the minimum benefit described in this paragraph may be provided for Non-Key Employees who participate in both plans by such other defined contribution plan, or the Plan, as elected by the Plan Administrator.

     For each Plan Year in which the Plan is required to provide the top heavy minimum contribution, the Employer will contribute to the Account of each Non-Key Employee required to receive an allocation pursuant to the previous paragraph an amount equal to the difference between the amount necessary to provide such Non-Key Employee with the top heavy minimum contribution for such year and the amount previously allocated to such Non-Key Employee’s Account consisting of Employer contributions (other than elective contributions under a qualified cash or deferred arrangement) for such year.

     16. The following sentence shall be added to the last paragraph of the definition of “Annual Additions” contained in Section 25 of the Plan, at the end thereof, effective on and after January 1, 2002:

Annual Additions shall not include catch-up contributions deferred by the Participant in accordance with Section 414(v) of the Code.

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     17. The following additional changes to the Plan shall be made effective on and after January 1, 2003:

     A. Section 1.1 shall be deleted in its entirety and shall be restated effective on and after January 1, 2003:

     1.1. Initial Participation. Each Eligible Employee of a Participating Employer, except an Eligible Employee described in the following paragraph, shall be treated as an Active Participant for the purpose of being eligible to make 401(k) Contributions (and shall be referred to in this Plan as a “401(k) Participant”) on the first payroll period coinciding with or next following the later of the date (a) he attains age 18; (b) which is 90 days after his Employment Commencement Date; or (c) he becomes an Eligible Employee.

     Each Eligible Employee of a Participating Employer who is classified as a Highly-Compensated Employee at any time during the Plan Year that includes his Employment Commencement Date as a result of owning or being treated as owning more than 5 percent of the Employer shall not be eligible to make 401(k) Contributions and be classified as a 401(k) Participant until the date such individual satisfies the eligibility requirements set forth in the following paragraph regarding Employer contributions. In addition, if a Participant earns more than the applicable dollar limit in such person’s initial Plan Year making such person a Highly-Compensated Employee in his or her second Plan Year, such Participant shall not be eligible to make 401(k) Contributions in his or her second Plan Year until the date such individual satisfies the eligibility requirements set forth in the following paragraph regarding Employer contributions.

     Each Eligible Employee of a Participating Employer shall be treated as an Active Participant for the purpose of receiving Employer contributions pursuant to Section 8.1 and for the purpose of receiving Matching Contributions (and shall be referred in this Plan to as a “Full Active Participant”) as of the Entry Date coinciding with or next following the date he (a) attains age 18; (b) has completed one Year of Eligibility Service; and (c) becomes an Eligible Employee.

     B. Section 3.6 shall be added effective on and after January 1, 2003:

     3.6 Matching Contributions. A Participating Employer may make matching contributions (“Matching Contributions”) for the benefit of a Full Active Participant. All Matching Contributions shall be 100 percent vested when made. Matching Contributions shall be distributable after a Participant attains age 59 ¹/2 in accordance with Section 15.3.

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     C. Section 8.4 shall be added effective on and after January 1, 2003:

     8.4 Allocation of Matching Contributions. For the Plan Year commencing January 1, 2003, the Participating Employer will match 50 percent of a Full Active Participant’s 401(k) Contributions up to four percent of the Full Active Participant’s Compensation. 401(k) Contributions in excess of four percent of a Full Active Participant’s Compensation shall not be matched. For a subsequent Plan Year, the amount of Matching Contributions that may be made by a Participating Employer shall be determined at the discretion of the Participating Employer. Matching Contributions shall be allocated on a payroll period or other basis as designed by the Committee. Notwithstanding the foregoing, the Committee may elect to “true up” Matching Contributions (i.e., reallocate Matching Contributions on an annual basis).

     IN WITNESS WHEREOF, the Company has caused this First Amendment to be executed by its duly authorized officers this ___ day of _______, 2002.

ATTEST:		WORTHINGTON INDUSTRIES, INC.
By	/s/ Dale T. Brinkman Corporate Secretary	By	/s/John P. McConnell John P. McConnell, Chairman of the Board

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EX-10.3

Exhibit 10.3

FIRST AMENDMENT TO THE
WORTHINGTON INDUSTRIES, INC.
DEFERRED PROFIT SHARING PLAN

This First Amendment to the amended and restated Worthington Industries, Inc. Deferred Profit Sharing Plan (the “Plan”) (executed on December 31, 2001) is made by Worthington Industries, Inc. (the “Company”) and is effective January 1, 1997, unless otherwise specified herein.

WITNESSETH:

     WHEREAS, the Company previously adopted and presently maintains the Plan; and

     WHEREAS, the Company reserved the right in Section 18 of the Plan to amend the Plan; and

     WHEREAS, the Company desires to receive a Determination letter from the District Director of the Internal Revenue Service;

     NOW, THEREFORE, the Plan is hereby amended as follows:

     1. Section 1.4 shall be deleted in its entirety and shall be restated as follows, effective as of the date this Plan is executed:

1.4. Rehires. A former employee who was previously an Active Participant and who is rehired by the Employer as an Eligible Employee shall become an Active Participant for the purpose of making 401(k) Contributions and being eligible to receive Regular Employer Contributions on his date of rehire.

     2. Section 9.1(a) shall be deleted in its entirety and shall be restated as follows:

     (a) Annual Additions to each Participant’s Account shall not exceed the lesser of (i) $30,000, as adjusted as provided under Section 415 of the Code; or (ii) 25% of the Participant’s compensation for the Limitation Year. For purposes of the preceding sentence, “100%” shall be substituted for 25% for Limitation Years beginning on and after January 1, 2002. For purposes of this section, “compensation” shall have the meaning as set forth in Treasury Regulation Section 1.415-2(d)(11)(i), and, for Limitation Years commencing on and after January 1, 1998, shall include “elective deferrals,” as such term is defined by Section 402(g)(3) of the Code, and amounts contributed or deferred at the election of the Participant by the Employer that are not includable

in the gross income of such Participant by reason of Section 125, or Section 457 of the Code, or effective on and after January 1, 2001 — Section 132(f)(4) of the Code.

     3. Section 9.3(g) shall be deleted in its entirety and shall be restated as follows:

(g) Any distribution of the excess contributions for a Plan Year will be made to Highly-Compensated Employees determined on the basis of the amount contributed by or on behalf of each Highly-Compensated Employee, beginning with the Highly-Compensated Employee with the highest dollar amount, and continuing with the Highly-Compensated Employee with the next highest dollar amount until such excess is distributed. For purposes of this section, the term “excess contributions” will mean, with respect to any Plan Year, the excess of (i) the amount of the Section 401(k) Contributions made on behalf of Highly-Compensated Employees for such Plan Year over (ii) the maximum amount of such contributions permitted under Section 9.3(b), determined by hypothetically reducing deferrals made on behalf of Highly-Compensated Employees in order of the deferral percentage, beginning with the highest of such percentages. Excess contributions allocated to a Participant will be reduced by excess deferrals (as defined in Section 9.3(a)) previously distributed to the Participant for the taxable year ending with or within the Plan Year in which such excess contributions relate.

     4. Section 9.3A(f) shall be deleted in its entirety and shall be restated as follows:

     (f) Any distribution of the excess aggregate contributions for any Plan Year will be made to Highly-Compensated Employees determined on the basis of the amount contributed by or on behalf of each Highly-Compensated Employee beginning with the Highly-Compensated Employee with the highest dollar amount, and continuing with the Highly-Compensated Employee with the next highest dollar amount until such excess is distributed. For purposes of this section, the term “excess aggregate contributions” will mean, with respect to a Plan Year, the excess of (i) the aggregate amount of the After-Tax Contributions actually made on behalf of Highly-Compensated Employees for such Plan Year over (ii) the maximum amount of such contributions permitted under the contribution percentage requirement described in Section 9.3A(a) above, determined by hypothetically reducing contributions made on behalf of Highly-Compensated Employees in order of the contribution percentage beginning with the highest of such percentage.

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     5. The following shall be added to the definition of “Annual Addition” set forth in Section 25:

Annual Additions shall also consist of amounts consisting of employer contributions (including elective deferral contributions), employee after-tax contributions or forfeitures allocated to any other defined contribution plan or simplified employee pension (other than a salary reduction simplified employee pension) of the Employer or an Affiliate to which the Participant is or was a participant.

     6. The first sentence of the definition of “Year of Service” set forth in Section 25 shall be restated as follows:

“Year of Eligibility Service” shall mean an Eligibility Computation Period during which the employee has completed at least 1,000 Hours of Service as an employee of the Employer or of an Affiliate.

     7. The following paragraph shall be added to the definition of “Compensation”, effective on and after January 1, 2003.

     Notwithstanding anything in the Plan to the contrary, for the purpose of Section 8.1, Compensation shall include a Participant’s base pay, any profit sharing or bonus payment includable into taxable income in the year paid, overtime, and commissions.

     IN WITNESS WHEREOF, the Company has caused this First Amendment to be executed by its duly authorized officers this 1st day of February, 2003.

ATTEST:		WORTHINGTON INDUSTRIES, INC.
By	/s/ Dale T. Brinkman Corporate Secretary	By	/s/ John P. McConnell

(SEAL)

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EX-10.4

Exhibit 10.4

SECOND AMENDMENT TO THE
WORTHINGTON INDUSTRIES, INC.
DEFERRED PROFIT SHARING PLAN

This Second Amendment to the amended and restated Worthington Industries, Inc. Deferred Profit Sharing Plan (the “Plan”) (executed on December 31, 2001) is made by Worthington Industries, Inc. (the “Company”).

WITNESSETH:

          WHEREAS, the Company previously adopted and presently maintains the Plan; and

          WHEREAS, the Company reserved the right in Section 18 of the Plan to amend the Plan; and

          WHEREAS, the Plan has previously been amended and restated on December 31, 2001, and subsequently been amended by the First Amendment to the Plan and an amendment for the Economic Growth and Tax Relief Reconciliation Act of 2001;

WHEREAS, the Company desires to amend the Plan in order to revise the eligibility provisions of the Plan for certain participants;

          NOW, THEREFORE, the Plan is hereby amended as follows:

          1. Section 1.1 shall be deleted in its entirety and shall be restated effective for Employees hired on or after April 1, 2003:

1.1. Initial Participation. Each Eligible Employee of a Participating Employer, except Eligible Employees described in the second and third paragraphs below, shall be treated as an Active Participant for the purpose of being eligible to make 401(k) Contributions (and shall be referred to in this Plan as a “401(k) Participant”) on the first payroll period coinciding with or next following the later of the date (a) he attains age 18; (b) which is 90 days after his Employment Commencement Date; or (c) he becomes an Eligible Employee.

Each Eligible Employee of a Participating Employer who is classified as a part-time or seasonal employee shall be treated as an Active Participant for the purpose of being eligible to make 401(k) Contributions (and shall be referred to in this Plan as a “401(k) Participant”) on the first day of the month coinciding with or next following the later of the date (a) he attains age 18; (b) he has completed one Year of Eligibility Service; or (c) he becomes an Eligible Employee.

Each Eligible Employee of a Participating Employer who is classified as a Highly-Compensated Employee at any time during the Plan Year that includes his

Employment Commencement Date as a result of owning or being treated as owning more than 5 percent of the Employer shall not be eligible to make 401(k) Contributions and be classified as a 401(k) Participant until the date such individual satisfies the eligibility requirements set forth in the following paragraph regarding Employer contributions. In addition, if a Participant earns more than the applicable dollar limit in such person’s initial Plan Year making such person a Highly-Compensated Employee in his or her second Plan Year, such Participant shall not be eligible to make 401(k) Contributions in his or her second Plan Year until the date such individual satisfies the eligibility requirements set forth in the following paragraph regarding Employer contributions.

Each Eligible Employee of a Participating Employer shall be treated as an Active Participant for the purpose of receiving Employer contributions pursuant to Section 8.1 and for the purpose of receiving Matching Contributions (and shall be referred in this Plan to as a “Full Active Participant”) as of the Entry Date coinciding with or next following the date he (a) attains age 18; (b) has completed one Year of Eligibility Service; and (c) becomes an Eligible Employee.

          IN WITNESS WHEREOF, the Company has caused this Second Amendment to be executed by its duly authorized officers this 31st day of March, 2003.

ATTEST:		WORTHINGTON INDUSTRIES, INC.
By	/s/ Dale T. Brinkman	By	/s/ John P. McConnell
	Corporate Secretary

(SEAL)

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EX-10.5

Exhibit 10.5

MINIMUM DISTRIBUTION REQUIREMENTS
AMENDMENT TO THE

WORTHINGTON INDUSTRIES, INC.
DEFERRED PROFIT SHARING PLAN

ARTICLE I
GENERAL RULES

1.1 Effective Date. The provisions of this Amendment will apply for purposes of determining required minimum distributions for calendar years beginning with the 2002 calendar year.

1.2 Coordination with Minimum Distribution Requirements Previously in Effect. Required minimum distributions for 2002 under this Amendment will be determined as follows. If the total amount of 2002 required minimum distributions under the Plan made to the distributee prior to the effective date of this Amendment equals or exceeds the required minimum distributions determined under this Amendment, then no additional distributions will be required to be made for 2002 on or after such date to the distributee. If the total amount of 2002 required minimum distributions under the Plan made to the distributee prior to the effective date of this Amendment is less than the amount determined under this Amendment, then required minimum distributions for 2002 on and after such date will be determined so that the total amount of required minimum distributions for 2002 made to the distributee will be the amount determined under this Amendment.

1.3 Precedence. The requirements of this Amendment will take precedence over any inconsistent provisions of the Plan.

1.4 Requirements of Treasury Regulations Incorporated. All distributions required under this Amendment will be determined and made in accordance with the Treasury regulations under Section 401(a)(9) of the Internal Revenue Code.

1.5 TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions of this Amendment, distributions may be made under a designation made before January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate to Section 242(b)(2) of TEFRA.

ARTICLE II
TIME AND MANNER OF DISTRIBUTION

2.1 Required Beginning Date. A Participant’s entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant’s Required Beginning Date.

2.2 Death of Participant Before Distributions Begin. If the Participant dies before distributions begin, the Participant’s entire interest will be distributed, or begin to be distributed, no later than as follows:

(a) If the Participant’s surviving spouse is the Participant’s sole designated beneficiary, then, except as provided in Article VI, distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70¹/2, if later.

(b) If the Participant’s surviving spouse is not the Participant’s sole designated beneficiary, then, except as provided in Article VI, distributions to the designated beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died.

(c) If there is no designated beneficiary as of September 30 of the year following the year of the Participant’s death, the Participant’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

(d) If the Participant’s surviving spouse is the Participant’s sole designated beneficiary and the surviving spouse dies after the Participant but before distributions to the surviving spouse begin, this Section 2.2, other than Section 2.2(a), will apply as if the surviving spouse were the Participant.

For purposes of this Section 2.2 and Article IV, unless Section 2.2(d) applies, distributions are considered to begin on the Participant’s Required Beginning Date. If Section 2.2(d) applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under Section 2.2(a). If distributions under an annuity purchased from an insurance company (to the extent permitted by the Plan) irrevocably commence to the Participant before the Participant’s Required Beginning Date [or to the Participant’s surviving spouse before the date distributions are required to begin to the surviving spouse under Section 2.2(a)], the date distributions are considered to begin is the date distributions actually commence.

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2.3 Forms of Distribution. Unless the Participant’s interest is distributed in the form of an annuity purchased from an insurance company (but only to the extent permitted by the provisions of the Plan other than this amendment) or in a single sum on or before the Required Beginning Date, as of the first distribution calendar year, distributions will be made in accordance with Articles 3 and 4 of this Amendment. If the Participant’s interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Section 401(a)(9) of the Code and the Treasury regulations.

ARTICLE III
REQUIRED MINIMUM DISTRIBUTIONS DURING PARTICIPANT’S LIFETIME

3.1	Amount of Required Minimum Distribution for Each Distribution Calendar Year. During the Participant’s lifetime, the minimum amount that will be distributed for each distribution calendar year is the lesser of:
	(a) the quotient obtained by dividing the Participant’s account balance by the distribution period in the Uniform Lifetime 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 the distribution calendar year; or
	(b) if the Participant’s sole designated beneficiary for the distribution calendar year is the Participant’s spouse, the quotient obtained by dividing the Participant’s account balance by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Participant’s and spouse’s attained ages as of the Participant’s and spouse’s birthdays in the distribution calendar year.
3.2	Lifetime Required Minimum Distributions Continue Through Year of Participant’s Death. Required minimum distributions will be determined under this Article 3 beginning with the first distribution calendar year and up to and including the distribution calendar year that includes the Participant’s date of death.

ARTICLE IV
REQUIRED MINIMUM DISTRIBUTIONS AFTER PARTICIPANT’S DEATH

4.1	Death On or After Date Distributions Begin.
	(a) Participant Survived by Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is a designated beneficiary, the minimum amount that will be distributed for each distribution calendar year after

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the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the longer of the remaining life expectancy of the Participant or the remaining life expectancy of the Participant’s designated beneficiary, determined as follows:

(1) The Participant’s remaining life expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

(2) If the Participant’s surviving spouse is the Participant’s sole designated beneficiary, the remaining life expectancy of the surviving spouse is calculated for each distribution calendar year after the year of the Participant’s death using the surviving spouse’s age as of the spouse’s birthday in that year. For distribution calendar years after the year of the surviving spouse’s death, the remaining life expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse’s birthday in the calendar year of the spouse’s death, reduced by one for each subsequent calendar year.

(3) If the Participant’s surviving spouse is not the Participant’s sole designated beneficiary, the designated beneficiary’s remaining life expectancy is calculated using the age of the beneficiary in the year following the year of the Participant’s death, reduced by one for each subsequent year.

	(b) No Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is no designated beneficiary as of September 30 of the year after the year of the Participant’s death, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the Participant’s remaining life expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.
4.2	Death Before Date Distributions Begin.
	(a) Participant Survived by Designated Beneficiary. Except as provided in Article VI, if the Participant dies before the date distributions begin and there is a designated beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the remaining life expectancy of the Participant’s designated beneficiary, determined as provided in Section 4.1.
	(b) No Designated Beneficiary. If the Participant dies before the date distributions begin and there is no designated beneficiary as of September 30 of the year following the year of the Participant’s death, distribution of the

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Participant’s entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

(c) Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required to Begin. If the Participant dies before the date distributions begin, the Participant’s surviving spouse is the Participant’s sole designated beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse under Section 2.2(a), this Section 4.2 will apply as if the surviving spouse were the Participant.

ARTICLE V
DEFINITIONS

5.1 Designated beneficiary. The individual who is designated as the Beneficiary under the Plan and is the designated beneficiary under Section 401(a)(9) of the Internal Revenue Code and Section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations.

5.2 Distribution calendar year. A calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Participant’s Required Beginning Date. For distributions beginning after the Participant’s death, the first distribution calendar year is the calendar year in which distributions are required to begin under Section 2.2. The required minimum distribution for the Participant’s first distribution calendar year will be made on or before the Participant’s Required Beginning Date. The required minimum distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which the Participant’s Required Beginning Date occurs, will be made on or before December 31 of that distribution calendar year.

5.3 Life expectancy. Life expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury regulations.

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

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5.5 Required Beginning Date. “Required Beginning Date” means, for a Participant who is not a 5% Owner, the April 1 of the calendar year following the later of (i) the calendar year in which the Participant attains age 70¹/2; or (ii) the calendar year in which the Participant retires. The Required Beginning Date of a Participant who is a 5% Owner means the April 1 of the calendar year following the calendar year in which the Participant attains age 70¹/2. Notwithstanding the provisions of this paragraph, distribution may also be made to a Participant in accordance with a valid election made by the Participant pursuant to Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act of 1982

ARTICLE VI
ELECTION

6.1 Election to Apply 5-Year Rule to Distributions to Designated Beneficiaries. If the Participant dies before distributions begin and there is a designated beneficiary, distribution to the designated beneficiary is not required to begin by Section 2.2, but the Participant’s entire interest will in all cases be distributed to the designated beneficiary by December 31 of the calendar year containing the fifth anniversary of the Participant’s death if the Plan provides solely for lump sum distributions or installment distributions over a period not greater than over 5 years.

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     This amendment has been executed this 23rd day of December, 2003.

WORTHINGTON INDUSTRIES, INC.
By:	/s/ John S. Christie
	Print Name:	John S. Christie
	Title:	President

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EX-10.6

Exhibit 10.6

THIRD AMENDMENT TO THE
WORTHINGTON INDUSTRIES, INC. DEFERRED PROFIT SHARING PLAN

     WHEREAS, Worthington Industries, Inc. (the “Company”) has adopted the Worthington Industries, Inc. Deferred Profit Sharing Plan (the “Plan”); and

     WHEREAS, the Plan provides that it may be amended from time to time; and

     WHEREAS, the Plan has been amended and restated to comply with the Economic Growth & Tax Relief Reconciliation Act of 2001 (“EGTRRA”); to comply with the final Treasury regulations under Section 401(a)(9) of the Internal Revenue Code of 1986, as amended; and by a First and Second Amendment; and

     WHEREAS, the Company desires to amend the Plan in order to comply with Code Section 401(a)(31)(B) and applicable regulations thereunder, and for certain other reasons;

NOW, THEREFORE, the Plan is amended as follows:

     1. The following shall be added to Section 14.2 at the end thereof:

In addition, effective for distributions from the Plan on and after March 28, 2005, if the value of a terminated Participant’s Account is more than $1,000 but not more than $5,000, such Participant shall be provided with a written notice informing the Participant that if he or she does not either (a) elect to receive a cash payment from the Plan of his or her entire Account, or (b) elect to roll over his or her entire Account in accordance with Section 14.5 of the Plan, then the value of the terminated Participant’s entire Account will be rolled over into an Individual Retirement Account selected by the Company. The Company shall select the Individual Retirement Account to which the rollover will be made and shall transfer the affected Participant’s Account to the IRA in accordance with Employee Benefits Security Administration Regulation 2550.404a-2, and applicable guidance thereunder.

     2. Section 2 shall be deleted in its entirety and shall be restated effective January 1, 2005 as follows:

          Section 2. Employer Contribution.

     2.1. Regular Employer Profit Sharing Contributions. Effective January 1, 2005, the Employer shall contribute an amount equal to 3 percent of an eligible Participant’s Compensation (including profit sharing compensation), or such greater or lesser amount as the Employer in its discretion shall determine. The Employer, subject to the right to terminate or amend this Plan, may also

contribute and pay to the Trustee a share of the net profits of the Employer. The amount of such share of the profits of the Employer to be paid to the Trustee shall be set from time to time by the Employer.

     Notwithstanding the foregoing, for any Plan Year during which the notification of a safe-harbor plan described in Section 9.4 is provided to Participants, the Employer shall make an additional contribution necessary to provide for the minimum allocation set forth in the last paragraph of Section 8.1.

     2.2. Allocation of Employer Contributions. Employer contributions made pursuant to Section 2.1 hereof shall be allocated as provided in Section 8 hereof and shall be referred to as Regular Employer Contributions.

     2.3. Vesting. All Regular Employer Contributions shall be credited to their Regular Employer Contribution Accounts and (as adjusted by fund increases or decreases pursuant to Section 8) shall be fully vested and nonforfeitable at all times.

     3. Section 8.1 shall be deleted in its entirety and shall be restated effective January 1, 2005, as follows.

     8.1. Allocation of Regular Employer Contributions. A Participant who satisfied the eligibility requirements for Regular Employer Contributions shall be eligible to receive a Regular Employer Contribution for a month provided that he is credited with at least 1,000 Hours of Service during the 12-month period ending on the last day of a preceding month. Such Regular Employer Contribution shall be contributed to the Plan’s Trust for each period in which such Participant is paid a salary or is credited with profit sharing compensation. Additional profit sharing contributions shall be allocated to eligible Participants who are employed on the last day of the Plan Year.

     In addition, to the extent that during the Plan Year the Plan is a safe-harbor plan, a minimum allocation equal to the difference between (a) the allocation of Regular Employer Contributions made for the benefit of an eligible Participant for the Plan Year and (b) 3% of such eligible Participant’s Compensation earned during the Plan Year (excluding Compensation earned prior to satisfying the eligibility requirements for Regular Employer Contributions set forth in Section 1.1) shall be made to the Plan’s Trust. To the extent such minimum allocation is required to be made, the allocation date for such contributions shall be the last day of the Plan Year and such contributions shall be made to the Plan by the Employer not later than a reasonable time after such Plan Year end.

     4. The following shall be added to Section 8.4 of the EGTRRA Amendment, effective on and after January 1, 2005, as follows.

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A Participant shall be eligible to receive a Matching Contribution for a month provided that he is credited with at least 1,000 Hours of Service during the 12-month period ending on the last day of a preceding month.

          IN WITNESS WHEREOF, this amendment shall be effective as of the date set forth above.

WORTHINGTON INDUSTRIES, INC.
By:	/s/ Dale T. Brinkman
	Name (Print):	DALE T. BRINKMAN
	Title:	VICE PRESIDENT

Date: 12/15/05

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EX-10.7

Exhibit 10.7

WORTHINGTON INDUSTRIES, INC.
DEFERRED PROFIT SHARING PLAN

AMENDMENT FOR
FINAL REGULATIONS UNDER SECTIONS 401(k) AND 401(m)
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED

ARTICLE I
PREAMBLE

The amendments to the Plan set forth in Article II below are adopted in order to conform the Plan to the provisions of final regulations issued under Section 401(k) and, where necessary, Section 401(m) of the Internal Revenue Code of 1986, as amended that were published in the Federal Register on December 29, 2004. This amendment is intended to constitute good faith compliance with the requirements of the regulations. Unless separately stated, this amendment shall be effective with respect to Plan Years beginning after December 31, 2005.

ARTICLE II

The Plan shall be amended as follows:

1. The following shall be added to the end of Section 9.3(a):

Notwithstanding the foregoing, commencing on and after January 1, 2006, gain or loss shall include the allocable gain or loss for the period between the end of the taxable year and the date of distribution to the Participant to the extent that the Participant would have otherwise received the gain or loss for such period if the Participant’s entire Account were distributed.

2. Subsections 9.3(b) — (g) shall be deleted in their entirety.

3. The following shall be added to Section 15.2:

All IRS approved hardship events shall be available to Participants, including:

(a)	effective for Plan Years commencing on and after January 1, 2006, payment of burial or funeral expenses for the Participant’s deceased parents, spouse, children or dependents [as defined in Code Section 152 and without regard to Code Section 152 (d)(1)(B)]; or
(b)	effective for Plan Years commencing on and after January 1, 2006, expenses for the repair of damage to the Participant’s principal residence that would qualify for the casualty

deduction under Section 165 of the Code (determined without regard to whether the loss exceeds the 10% of adjusted gross income requirement).

4. In the first paragraph of Section 19, the phrase “‘successor plan’ within the meaning of Treasury Regulation 1.401(k)-(d)(3)” shall be replaced with “‘alternative defined contribution plan’ [as defined in Treasury Regulation 1.401(k)-1(d)(4)].”

5. The following shall be added to the definition of 401(k) Contribution in Section 25:

Except for occasional, bona fide administrative considerations, the deferral of 401(k) Contributions cannot precede the performance of services with respect to which the contributions are made, or when the compensation subject to the deferral is paid, if earlier (such as in the case of a signing bonus). In addition, a 401(k) Contribution can only be made with respect to amounts that are not currently available to the Participant on the date of the election.

     IN WITNESS WHEREOF, this amendment shall be effective as of the dates set forth above.

WORTHINGTON INDUSTRIES, INC.
By:	/s/ Dale T. Brinkman
	Name (Print): Dale T. Brinkman
	Title:	Vice President & Secretary

Date: 12/28/06

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EX-10.8

Exhibit 10.8

FOURTH AMENDMENT TO THE
WORTHINGTON INDUSTRIES, INC. DEFERRED PROFIT SHARING PLAN

     WHEREAS, Worthington Industries, Inc. (the “Company”) has adopted the Worthington Industries, Inc. Deferred Profit Sharing Plan (the “Plan”); and

     WHEREAS, the Plan provides that it may be amended from time to time; and

     WHEREAS, the Plan has been amended and restated to comply with the Economic Growth & Tax Relief Reconciliation Act of 2001 (“EGTRRA”); to comply with the final Treasury regulations under Section 401(a)(9) of the Code; to comply with final regulations under Sections 401(k) and 401(m) of the Code; and by the First, Second and Third Amendments; and

     WHEREAS, the Company desires to amend the Plan in order to add an automatic enrollment provision and for certain other reasons;

     NOW, THEREFORE, the Plan is amended as follows:

     1. The last paragraph of Section 1.1 as set forth in the Second Amendment shall be deleted in its entirety and shall be restated as follows, effective for Matching Contributions and Employer contributions made on and after the 2008 Plan Year:

     Each Eligible Employee of a Participating Employer who is classified as a part-time or seasonal employee shall be treated as an Active Participant for the purpose of receiving Employer contributions pursuant to the second paragraph of Section 8.1 and for the purpose of receiving Matching Contributions as of the Entry Date coinciding with or next following the date he (a) attains age 18, (b) has completed one Year of Eligibility Service and (c) becomes an Eligible Employee.

     Each Eligible Employee of a Participating Employer who is classified as a full-time employee shall be treated as an Active Participant for the purpose of receiving Employer contributions pursuant to the second paragraph of Section 8.1 and for the purpose of receiving Matching Contributions as of the Entry Date coinciding with or next following the date (a) he attains age 18, (b) which is the first day of the month coinciding with or first following the six-month anniversary of his date of hire and (c) he becomes an Eligible Employee.

     2. The following paragraph shall be added to Section 3.1, at the end thereof:

     In lieu of requiring an Eligible Employee to complete an Enrollment Designation, the Committee will elect on behalf of each Eligible Employee who becomes a Participant on or after January 1, 2008 or for any Active Participant who has never made a 401(k) Contribution to the Plan as of January 1, 2008, to have 2% of his Compensation contributed to the Plan, and will treat such amounts as 401(k) Contributions made by the

Employer on behalf of such Eligible Employee. Under this automatic enrollment arrangement, the Plan will provide the Eligible Employee with a notice written in a manner calculated to be understood by an average Eligible Employee for whom the automatic election applies which contains:

(i)	an explanation of the automatic enrollment election and amount, the Eligible Employee’s right to change or revoke the election and the procedures and timing requirements for changing or revoking the election; and
(ii)	an explanation of how contributions made on the Eligible Employee’s behalf will be invested if the Eligible Employee does not direct his Account.

The notice described above shall be provided to the Eligible Employee prior to the date on which the Eligible Employee’s deferrals will commence under this paragraph, and again to the Eligible Employee prior to the beginning of each Plan Year.

     3. Section 3.2 shall be deleted in its entirety and the following shall be substituted:

     The Employer shall make 401(k) Contributions for each Participant who, in accordance with procedures established by the Committee, completes an Enrollment Designation or, effective on and after January 1, 2008, is subject to an automatic enrollment election, providing such contribution is made in accordance with Section 3.1.

     4. The first sentence of Section 3.6 as set forth in the amendment to the Plan to comply with the Economic Growth and Tax Relief Reconciliation Act of 2001 shall be deleted in its entirety and shall be restated as follows, effective for Matching Contributions made for the 2008 and later Plan Years:

     A Participating Employer may make matching contributions (“Matching Contributions”) for the benefit of an Active Participant who makes 401(k) Contributions.

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     IN WITNESS WHEREOF, this amendment shall be effective as of the dates set forth above.

WORTHINGTON INDUSTRIES, INC.
By:	/s/ Dale T. Brinkman
	Name (Print): Dale T. Brinkman
	Title:	VP — Secretary

Date: 12/17/07

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EX-10.9

Exhibit 10.9

Amendment to the Worthington Industries, Inc.
Deferred Profit Sharing Plan

          WHEREAS, Worthington Industries, Inc. (the “Company”) has established the Worthington Industries, Inc. Deferred Profit Sharing Plan (the “Plan”) for the benefit of its eligible employees; and

          WHEREAS, the Plan provides that the Company may amend the Plan; and

          WHEREAS, the Company desires to amend the Plan in order to add an Employee Stock Ownership Plan (“ESOP”) feature to the Plan effective on and after January 1, 2009 (“Effective Date”);

          NOW, THEREFORE, the Plan is hereby amended by adding a new Appendix A to the Plan at the end thereof:

APPENDIX A — ESOP Feature

Preamble

          This Appendix A shall constitute a part of the Plan and shall override any conflicting provisions of the Plan previously adopted by the Company.

Section 1.1 of Appendix A — Definitions

(a)	“Total Account” shall mean the total of the accounts held for the benefit of a Participant under the Plan, which shall include the ESOP Account and all non-ESOP Accounts.
(b)	“ESOP Account” shall mean an account established pursuant to Section 1.3 of this Appendix A.
(c)	“ESOP Feature” shall mean the portion of the Plan that constitutes an employee stock ownership plan within the meaning of the Internal Revenue Code of 1986, as amended (“Code”) Section 4975(e)(7), as provided in this Appendix A. The ESOP Feature consists of the portion of the assets of the Plan that are invested in the Worthington Industries, Inc. Common Stock Fund.
(d)	“Non-ESOP Feature” shall mean the portion of the Plan: (i) which is not included within the ESOP Feature; (ii) which is intended to qualify as a profit sharing plan under Code Section 401(a); and (iii) which includes a qualified cash or deferred arrangement within the meaning of Code Section 401(k). The Non-ESOP Feature consists of the portion of the assets of the Plan that are not invested in the Worthington Industries, Inc. Common Stock Fund.

(e)	“Worthington Industries, Inc. Common Stock” shall mean common shares of Worthington Industries, Inc., which is intended to be “employer securities” [within the meaning of Code Section 409(1)] and “qualifying employer securities” [within the meaning of Code Section 4975(e)(8) and ERISA Section 407(d)(5)].
(f)	“Committee” shall mean the Worthington Industries, Inc. Retirement Plan Committee.

Section 1.2 of Appendix A — Establishment of ESOP

On and after the Effective Date, the Plan shall consist of two components, the ESOP Feature and the Non-ESOP Feature. The ESOP Feature is designed to invest primarily in Worthington Industries, Inc. Common Stock and is hereby formally designated as an employee stock ownership plan within the meaning of Code Section 4975(e)(7). The ESOP Feature consists of the portion of the assets of the Plan that on and after the Effective Date are invested in the Worthington Industries, Inc. Common Stock Fund. The ESOP Feature is intended to qualify as a stock bonus plan under Code Section 401(a) and as an employee stock ownership plan under Code Section 4975(e)(7).

The Company intends that the Non-ESOP Feature and the ESOP Feature together constitute a single plan under Treasury Regulation Section 1.414(1)-1(b)(1). Accordingly, the provisions set forth in the other sections of the Plan apply to the ESOP Feature in the same manner as those provisions apply to the Non-ESOP Feature, except to the extent that those provisions by their terms are inapplicable to the ESOP Feature, or to the extent that they are inconsistent with the specific provisions of this Appendix A.

Section 1.3 of Appendix A — Contributions, Transfers and Diversification

(a)	An ESOP Account shall be established for each current and terminated vested Participant holding Worthington Industries, Inc. Common Stock representing his or her share of the ESOP Feature.
(b)	All Plan contributions that are initially invested in the Worthington Industries, Inc. Common Stock Fund pursuant to a Participant’s investment election shall be considered contributions to the ESOP Feature.
(c)	Amounts credited to a Participant’s ESOP Account may be transferred from the Worthington Industries, Inc. Common Stock Fund at any time into funds other than the Worthington Industries, Inc. Common Stock Fund offered by the Plan pursuant to an investment election. Such transfers shall be deemed a transfer from the ESOP Feature to the Non-ESOP Feature. The Plan intends that this subsection (c) complies with the diversification requirements of Code Sections 401(a)(28)(B) and 401(a)(35).
(d)	Any amounts under the Plan that are re-directed from a fund other than the Worthington Industries, Inc. Common Stock Fund to the Worthington Industries, Inc. Common Stock Fund pursuant to a Participant’s investment election shall be deemed to be a transfer from the Non-ESOP Feature to the ESOP Feature.

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Section 1.4 of Appendix A — Voting of Worthington Industries, Inc. Common Stock

Each active or terminated vested Participant or Beneficiary shall have the right to direct the Trustee as to the manner in which voting rights with respect to whole and fractional shares of Worthington Industries, Inc. held in the Participant’s Total Account shall be exercised in accordance with procedures established by the Committee.

Section 1.5 of Appendix A — Put Option

(a)	If shares of Worthington Industries, Inc. Common Stock distributable to a Participant or his Beneficiary are at the time of the distribution not readily tradable on an established market, the Participant or Beneficiary will have an option (the “Put Option”) to require the Company to purchase all of the shares actually distributed to him. The Put Option may be exercised at any time during the Option Period (as defined below) by giving the Company written notice of the election to exercise the Put Option. The Put Option may be exercised by a former Participant or the Beneficiary only during the Option Period in which the former Participant or Beneficiary receives a distribution of shares of Worthington Industries, Inc. Common Stock.
(b)	The “Option Period” is the 60-day period following the day on which a Participant or his Beneficiary receives a distribution. If the former Participant or Beneficiary does not exercise the Put Option during that 60-day period, the Option Period will also be the 60-day period beginning after the new determination of the fair market value of Worthington Industries, Inc. Common Stock by the Committee (and notice to the Participant) in the following Plan Year. The Option Period will be extended by the amount of time during which the Company is unable to honor the Put Option by reason of applicable federal or state law.
(c)	The “Option Price” will be the fair market value of each share of Worthington Industries, Inc. Common Stock as of the valuation date immediately preceding the date the Put Option is exercised, multiplied by the number of shares to be sold under the Put Option, with appropriate adjustments to reflect intervening stock dividends, stock splits, stock redemptions or similar changes to the number of outstanding shares.
(d)	The terms of payment for the sale of Worthington Industries, Inc. Common Stock pursuant to the Put Option shall be as provided in the Put Option and may be either paid in a lump sum or in installments as provided by the Committee. An agreement to pay through installments shall be permissible only if the Worthington Industries, Inc. Common Stock subject to the Put Option is part of a “total distribution,” as defined in Code Section 409(h)(5); and

(i)	the agreement is adequately secured, as determined by the Committee;
(ii)	a reasonable rate of interest is charged, as determined by the Committee with equal annual payments;

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(iii)	installment payments must begin not later than 30 days after the date the Put Option is exercised; and
(iv)	the term of the payment does not extend beyond five years from the date the Put Option is exercised.

(e)	The Put Option will not be assignable, except that the former Participant’s donees or, in the event of a Participant’s death, his personal representative, will be entitled to exercise the Put Option during the Option Period for which it is applicable.
(f)	The Trustee in its discretion may, with the Company’s consent, assume the Company’s obligation under this section at the time a former Participant or Beneficiary exercises the Put Option. If the Trustee does assume the Company’s obligations, the provision of this section that applies to the Company will also apply to the Trustee.
(g)	The Put Option will also apply to shares of Worthington Industries, Inc. Common Stock that are publicly traded without restriction when distributed but which cease to be publicly traded or which become subject to a trading limitation during the Option Period. In that event, the Committee will notify in writing each former Participant or Beneficiary to whom the Put Option becomes applicable that the shares of Worthington Industries, Inc. Common Stock held by the former Participant or Beneficiary are subject to the Put Option for the remainder of the applicable Option Period and will inform the Participant or Beneficiary of the terms of the Put Option. If the written notice is given later than ten days after the shares of Worthington Industries, Inc. Common Stock cease to be publicly traded or become subject to a trading limitation, the period during which the Put Option may be exercised will be extended by the number of days between the tenth day and the date the notice is actually given.
(h)	The Committee will notify each former Participant or Beneficiary who is eligible to exercise the Put Option of the fair market value of each share of Worthington Industries, Inc. Common Stock as soon as practicable following its determination. The Committee and the Company will send all notices required under this subsection to the last known address of a former Participant or Beneficiary, and it will be the duty of those persons to inform the Committee of any changes in address.

Section 1.6 of Appendix A — Right to Receive a Distribution of Stock

Distribution of a Participant’s vested Total Account invested in Worthington Industries, Inc. Common Stock will be made, at the Participant’s or Beneficiary’s election (unless required to be cashed out in accordance with the terms of the Plan), in whole shares of Worthington Industries, Inc. Common Stock, cash or a combination of both (with the value of any fractional share of Worthington Industries, Inc. Common Stock paid in cash). If the charter or by-laws of the Company restrict ownership of substantially all of the outstanding Worthington Industries, Inc. Common Stock to Employees and the Trust, or if the sponsoring Company is an S Corporation as defined in Code Section 1361(a), the Participant is not entitled to a

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distribution in the form of Worthington Industries, Inc. Common Stock and the distribution shall be made entirely in the form of cash.

Notwithstanding the foregoing, all hardship distributions and all loans payable to a Participant shall be in the form of cash.

Section 1.7 of Appendix A — Commencement of Distributions

(a) On and after the Effective Date, unless required to be cashed out in accordance with the terms of the Plan, distributions to a Participant or Beneficiary shall occur in one of the forms of benefit offered by the Plan as soon as is reasonably practicable after the later of the date:

(i)	the Participant or Beneficiary becomes eligible to receive a distribution from the Plan in accordance with the provisions of the Plan (other than this amendment); and
(ii)	the Participant makes an application for benefits in accordance with procedures approved by the Committee.

(b) In no event shall a distribution from a Participant’s ESOP Account described in subsection (a) above commence later than one year after the close of the Plan Year:

(i)	in which the Participant separates from service by reason of the attainment of normal retirement age under the Plan, disability or death; or
(ii)	which is the fifth Plan Year following the Plan Year in which the Participant otherwise separates from service, unless the Participant is reemployed by the Company before distribution is required to begin under this clause.

(c) Unless the Participant elects otherwise in accordance with the provisions of the Plan other than this Appendix A, in no event may a distribution from the Plan be distributed in substantially equal periodic payments (not less frequently than annually) over a period not longer than the greater of:

(i)

five years; or

(ii)

in the case of a Participant with a Total Account attributable to the ESOP Feature in excess of $935,000 (as adjusted for future Plan Years as permitted by the IRS), five years plus one additional year (but not more than five additional years) for each $185,000 (as adjusted for future Plan Years as permitted by the IRS) or fraction thereof by which such balance exceeds $935,000 (as adjusted for future Plan Years as permitted by the IRS).

Section 1.8 of Appendix A — Valuation of Worthington Industries, Inc. Common Stock

All valuations of Worthington Industries, Inc. Common Stock subject to the ESOP Feature that are not readily tradable on an established securities market with respect to activities

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carried on by the Plan shall be completed by an independent appraiser as required by Code Section 401(a)(28)(C).

Section 1.9 of Appendix A — Distribution of Dividends

Cash dividends paid on shares of Worthington Industries, Inc. Common Stock attributable to the ESOP Feature may be: (a) paid in cash directly to Participants; (b) paid to the Plan and subsequently distributed to Participants in cash no later than 90 days after the close of the Plan Year in which the dividends are paid to the Plan; or (c) paid to the Plan and reinvested in Worthington Industries, Inc. Company Stock. Such dividends shall be paid, and held pending distribution or reinvestment, in accordance with nondiscriminatory rules and procedures established by the Committee.

A Participant shall have the election to have such dividends either: (i) paid to the Participant as provided in clause (a) or (b) above (as determined by the Committee); or (ii) paid to the Plan and reinvested in Worthington Industries, Inc. Common Stock. Any such election shall be made in accordance with nondiscriminatory rules and procedures prescribed by the Committee and shall be irrevocable as of any deadline prescribed by the Committee. If a Participant fails to make a timely, affirmative election to receive a distribution of cash dividends on shares of Worthington Industries, Inc. Company Stock allocated to his ESOP Account, such dividends shall be reinvested in Worthington Industries, Inc. Common Stock. A Participant shall be given a reasonable opportunity before a dividend is paid or distributed to him in which to make the election and shall have the right to change his election at least annually in accordance with nondiscriminatory rules and procedures prescribed by the Committee.

A Participant shall be fully vested in any dividend with respect to which the Participant is offered an election under this Section 1.9.

A former Participant and the Beneficiary of a deceased Participant or former Participant shall have the same rights as a Participant has under this Section 1.9.

The Committee reserves the right to override a Participant’s election to the contrary and require that dividends be distributed to such Participant to the extent necessary to comply with Treasury Regulation Section 1.401(k)-1(d)(3)(iv)(E)(1) related to the distribution of currently available ESOP dividends in connection with a hardship withdrawal from the Plan.

The provisions of this Section 1.9 are intended to comply with Section 404(k) of the Code, and shall be interpreted and construed accordingly.

Page 6

          IN WITNESS WHEREOF, the undersigned has executed this amendment as Plan sponsor for the benefit of its eligible employees and the eligible employees of all participating companies, effective as set forth above.

WORTHINGTON INDUSTRIES, INC.
By:	/s/ Dale T. Brinkman
	Print Name:	Dale T. Brinkman
	Title:	Vice President

Date: 9/25/08

Page 7

EX-10.10

Exhibit 10.10

AMENDMENT TO THE
WORTHINGTON INDUSTRIES, INC. DEFERRED PROFIT SHARING PLAN
FOR THE
PENSION PROTECTION ACT OF 2006
AND OTHER GUIDANCE

     WHEREAS, Worthington Industries, Inc. (the “Company”) has adopted the Worthington Industries, Inc. Deferred Profit Sharing Plan (the “Plan”); and

     WHEREAS, the Plan provides that it may be amended from time to time; and

     WHEREAS, the Pension Protection Act of 2006 (the “PPA”); final regulations under Section 415 of the Internal Revenue Code of 1986, as amended (“Code”); and other guidance affect the Plan;

     WHEREAS, the following amendments to the Plan are intended to constitute good faith compliance with the requirements of the PPA, final regulations under Section 415 of the Code and other guidance, and shall be construed in accordance with the PPA and guidance issued thereunder; and

     WHEREAS, the Company desires to amend the plan to reflect the merger of the Gerstenslager Deferred Profit Sharing Plan into the Plan as of January 1, 2009;

     NOW, THEREFORE, the Plan is amended as follows:

AMENDMENTS REGARDING THE PPA AND SECTION 415 OF THE CODE

PREAMBLE

     The Company adopts this Amendment to the Plan to reflect changes to the Plan as a result of the PPA, final regulations under Section 415 of the Code and other guidance. This Amendment is effective as set forth below and supersedes the provisions of the Plan to the extent those provisions are inconsistent with the provisions of this Amendment.

AMENDMENTS

     1. The following shall be added to Section 9.1(a) effective for Limitation Years beginning on or after July 1, 2007:

     Except as provided below, the following amounts otherwise meeting the definition of compensation in accordance with this section may only be treated as compensation if such amounts are paid within 2¹/2 months after the later of “severance from employment” [within the meaning of Treasury Regulation 1.415(a)-1(f)(5)] from the Employer and Affiliate or the end of the Limitation Year that includes the date of severance from employment from the Employer and Affiliate:

(i)

regular payments received by the Participant after severance of employment if (A) the payments are regular compensation for services during the Participant’s regular working hours, or compensation for services outside the Participant’s regular working hours (such as overtime or shift differential), commissions, bonuses or other similar payments; and (B) the payments would have been paid to the Participant prior to severance from employment if the Participant had continued in employment with the Employer.

(ii)

payment for unused accrued bona fide sick, vacation or other leave received after severance from employment, but only if the Participant would have been able to use the leave if employment continued and such amounts would have been included in the definition of compensation if the amounts were paid prior the Participant’s severance from employment.

     Notwithstanding the foregoing, compensation shall include, regardless of whether paid within the time period specified above, payments to an individual who does not currently perform services for the Employer by reason of qualified military service to the extent the payments do not exceed the amounts the individual would have received if the individual had continued to perform services for the Employer rather than entering into qualified military service.

     Notwithstanding the foregoing, compensation shall not include the following amounts: (A) amounts paid to a Participant who is permanently and totally disabled [as defined in Code Section 22(e)(3)]; (B) amounts that are treated as severance pay or parachute payments [within the meaning of Code Section 280G(b)(2)] if paid after severance from employment; or (C) payments under a nonqualified unfunded deferred compensation plan which are paid after severance from employment.

     For Limitation Years beginning on or after July 1, 2007, compensation shall be subject to the dollar limitation set forth in Code Section 401(a)(17)(A), as adjusted by 401(a)(17)(B).

     If a Plan is terminated effective as of a date other than the last day of the Plan’s Limitation Year, the Plan is treated for purposes of this section as if the Plan was amended to change its Limitation Year. As a result of this deemed amendment, the Code Section 415(c)(1)(A) dollar limit must be prorated under the short Limitation Year rules.

     The Plan shall incorporate by reference the provisions of Section 415 of the Code and final regulations thereunder to the extent not set forth above.

     2. Section 9.2 of the Plan shall be deleted in its entirety and the following shall be substituted effective for Limitation Years commencing on or after July 1, 2007:

2

     If excess Annual Additions are the result of Annual Additions to more than one plan of an Employer or Affiliate, the excess Annual Additions shall be first taken from this Plan. Notwithstanding Section 9.1, excess Annual Additions shall be corrected in the manner permitted by the Internal Revenue Service in accordance with its Employee Plans Compliance Resolution System, as set forth in Rev. Proc. 2006-27, Rev. Proc. 2008-50, or other successor guidance.

     3. The following shall be added to the end of Section 9.3(a):

For calendar years commencing on or after January 1, 2007, gain or loss shall continue to include the allocable gain or loss for the period between the end of the calendar year and the date of distribution to the Participant.

     4. The following paragraph shall be added to the end of Section 7.2 of the Plan:

     For Plan Years commencing on or after January 1, 2007, the Plan shall permit a Participant or Beneficiary to diversify that portion of his 401(k) Contribution Account holding employer securities [within the meaning of Section 407(d)(1) of ERISA] at periodic, reasonable times no less frequently than quarterly and in accordance with Section 401(a)(35) of the Code and applicable guidance thereunder. The Plan shall permit a Participant or Beneficiary to diversify that portion of his Regular Employer Contribution Account [other than 401(k) Contributions] which is invested is employer securities at periodic reasonable times no less frequently than quarterly after such Participant or Beneficiary has been credited with at least three “years of service” [within the meaning of Code Section 411(a)(5)].

     5. The following shall be added to the end of the third paragraph of Section 14.2 of the Plan effective for distribution notices for Plan Years commencing on or after January 1, 2007:

A Participant who is eligible for a distribution from the Plan prior to his Normal Retirement Age shall be informed of his right to defer a distribution from the Plan and the consequences of the failure to do so. The period for considering the notice described in this paragraph or the notice considering a Participant’s right to make a rollover distribution, as further set forth in Section 14.5, shall be extended from not more than 90 days to not more than 180 days.

     6. The following shall be added to Section 14.5 of the Plan effective for distributions from the Plan commencing on or after January 1, 2007, or as otherwise provided below:

          a. the following shall be added to the end of Section 14.5(b)(ii) of the Plan, “eligible retirement plan”:

Effective on and after January 1, 2008, an eligible retirement plan shall also mean a Roth IRA, provided the distributee could have otherwise

3

rolled over a traditional IRA to the Roth IRA during such taxable year. Effective on and after January 1, 2007, with regard to a rollover from a non-spouse Beneficiary who is a “designated beneficiary” [as defined by Treasury Regulation 1.401(a)(9)-4], an eligible retirement plan shall mean an inherited individual retirement account or annuity.

          b. The following shall be added to the end of Section 11.05(b)(iii) of the Plan:

A non-spouse Beneficiary who is a “designated beneficiary” [as defined by Treasury Regulation 1.401(a)(9)-4] is a distributee with regard to the interest of such person.

     7. The following shall be added to the end of the definition of “Compensation” set forth in Section 25 of the Plan:

With respect to Compensation paid in Plan Years beginning on or after July 1, 2007, a 401(k) Contribution cannot be made with respect to amounts that are not treated as compensation under Section 9.1. With respect to Compensation paid in Plan Years beginning on or after July 1, 2007, Compensation shall not include amounts otherwise includible in the definition of Compensation which are not paid to the Participant by the later of 2¹/2 months after “severance from employment” [within the meaning of Treasury Regulation 1.415(a)-1(f)(5)] from the Employer or the end of the Limitation Year that includes the date of severance from employment from the Employer. Notwithstanding the foregoing, Compensation shall in no event include severance payments paid after a Participant’s severance from employment.

     8. The following shall be added to the end of the definition of “Annual Additions” set forth in Section 25 of the Plan:

     Effective for Limitation Years commencing on and after July 1, 2007, restorative payments that are used to restore losses to the Plan resulting from actions by a fiduciary for which there is a reasonable risk of liability for breach of fiduciary duty under Title I of ERISA or under other applicable federal or state law, where Plan Participants who are similarly situated are treated similarly with respect to the payments, are not treated as Annual Additions.

4

ADMINISTRATIVE AMENDMENT TO THE PLAN

     1. The following shall be added to the preamble of the Plan:

     Effective on and after January 1, 2009, the Plan will again be by merger the successor to the Gerstenslager Deferred Profit Sharing Plan (“Gerstenslager Plan”). The Committee will establish the various accounts or subaccounts as is necessary to reflect the merger of the accounts of the participants in the Gerstenslager Plan. Effective on and after January 1, 2009, The Gerstenslager Company and Gerstenslager Co. shall be classified as an Employer in the Plan with regard to individuals who were classified as “Employees” under the Gerstenslager Plan.

     IN WITNESS WHEREOF, this amendment shall be effective as of the dates set forth above.

WORTHINGTON INDUSTRIES, INC.
By:	/s/ Dale T. Brinkman
	Name (Print): Dale T. Brinkman
	Title:	Vice President

Date: 11/25/08

5

EX-10.11

Exhibit 10.11

Amendment to the Worthington Industries, Inc.
Deferred Profit Sharing Plan

     WHEREAS, Worthington Industries, Inc. (the “Company”) has established the Worthington Industries, Inc. Deferred Profit Sharing Plan (the “Plan”) for the benefit of its eligible employees; and

     WHEREAS, the Plan provides that the Company may amend the Plan; and

     WHEREAS, the Company desires to amend the Plan in order to add a Roth 401(k) Contribution feature to the Plan and for certain other reasons;

     NOW, THEREFORE, the Plan is hereby amended as follows:

     1. “90%” shall be substituted for “50%” where it appears in Section 3.1, effective on and after January 1, 2009.

     2. Effective on and after January 1, 2009, Section 10.1 shall be deleted in its entirety and the following shall be substituted:

10.1. Retirement. Upon an Active Participant’s retirement from the employ of the Company and all Related Employers on or after the date his age and number of Continuous Years of Service equal 65, and has attained age 55 with five (5) Continuous Years of Service, he shall be entitled to receive the entire balance of his Account. Payment of the Participant’s Account shall be made as provided in Section 14 hereof.

     3. Effective on and after January 1, 2010, the following new Appendix B shall be added:

Appendix B — Roth 401(k) Contributions

     Effective on and after January 1, 2010, a 401(k) Participant may make Roth 401(k) Contributions through an Enrollment Designation on the same basis as the 401(k) Participant can make 401(k) Contributions. Roth 401(k) Contributions made by a 401(k) Plan Participant shall be allocated to the Participant’s Roth 401(k) Contribution Account. A 401(k) Participant’s Roth 401(k) Contribution Account will generally be treated by the Plan in the same manner as such person’s 401(k) Contribution Account. Notwithstanding the

foregoing, all salary deferral contributions made as a condition of participation in the Plan (i.e., “automatic enrollment” contributions) shall be made by a Participant as 401(k) Contributions.

     Roth 401(k) Contributions made by a 401(k) Participant in a Plan Year or calendar year shall be aggregated with such person’s 401(k) Contributions for the purpose of determining the limitations set forth in Sections 3.1, 9.1, 9.2 and 9.3. Should an excess contribution occur as a result of the application of any such section, the Committee may create an ordering rule as to in what order the Participant’s Roth 401(k) Contributions are to be distributed.

     An Active Participant or an Eligible Employee may make Qualified Rollover Contributions consisting of Roth 401(k) Contributions from another eligible retirement plan on the same basis as such person may make other Qualified Rollover Contributions, except that all Qualified Rollover Contributions which consist of Roth 401(k) Contributions are required to be placed in a separate Roth Qualified Rollover Contribution Account.

     A Participant may make a withdrawal from his Roth 401(k) Contribution Account and Roth Qualified Rollover Contribution Account on the same basis as the Participant may make a withdrawal from the Participant’s 401(k) Contribution Account and Roth Qualified Rollover Contribution Account when permitted by and in accordance with Sections 14.1, 15.1, 15.2, 15.3, 15.4 and 15.5 of the Plan. The Committee may create an ordering rule as to in what order Roth 401(k) Contributions are to be distributed in accordance with each section.

     For the purpose of this appendix, Roth 401(k) Contributions are a contribution of a portion of a 401(k) Participant’s Compensation to the Plan which are made by the 401(k) Participant pursuant to an Enrollment Designation which is included in such person’s federal income tax when made, is made in accordance with Code Section 402A, and is irrevocably designated as Roth 401(k) Contributions at the time made.

     4. Item 3 of the amendment for the Pension Protection Act of 2006 shall be deleted in its entirety and the following shall be added to the end of Section 9.3(a):

For the 2007 calendar year, gain or loss shall continue to include the allocable gain or loss for the period between the end of the calendar year and the date of distribution to the Participant.

     5. The following shall be added to Section 14.2 at the end thereof, effective for distributions on and after January 1, 2010.

2

Notwithstanding the foregoing in this Section 14.2, (a) the automatic rollover provisions of item 1 of the Third Amendment shall not apply; and (b) the cash-out amount set forth in this Section 14.2 shall be reduced to not more than $1,000.

          IN WITNESS WHEREOF, the undersigned has executed this amendment as Plan sponsor for the benefit of its eligible employees and the eligible employees of all participating companies, effective as set forth above.

WORTHINGTON INDUSTRIES, INC.
By:	/s/ Dale T. Brinkman
	Print Name:	Dale T. Brinkman
	Title:	Vice President — Secretary

Date: 12-28-2009

3

EX-23.1

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders
Worthington Industries, Inc.:

We consent to the use of our reports dated July 30, 2010, with respect to the consolidated balance sheets of Worthington Industries, Inc. and subsidiaries as of May 31, 2010 and 2009, and the related consolidated statements of earnings, equity, and cash flows for each of the years in the three-year period ended May 31, 2010, and the related financial statement schedule, and the effectiveness of internal control over financial reportings as of May 31, 2010, incorporated by reference herein.

/s/ KPMG LLP

Columbus, OH
July 30, 2010

EX-23.2

EXHIBIT 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Worthington Armstrong Venture:

We consent to the use of our report dated February 19, 2010, with respect to the consolidated balance sheets of Worthington Armstrong Venture and Subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of income, partners’ equity (deficit) and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2009, incorporated by reference herein.

/s/ KPMG LLP

Philadelphia, Pennsylvania
July 30, 2010

EX-23.3

EXHIBIT 23.3

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement filed on Form S-8 of Worthington Industries, Inc. and the Worthington Industries, Inc. Deferred Profit Sharing Plan of our report dated June 22, 2010, with respect to the financial statements and supplemental schedule of the Worthington Industries, Inc. Deferred Profit Sharing Plan as of and for the fiscal years ended December 31, 2009 and 2008, which report appears in the Annual Report on Form 11-K of the Worthington Industries, Inc. Deferred Profit Sharing Plan for the fiscal year ended December 31, 2009.

\s\ Meaden & Moore, Ltd  

Cleveland, Ohio

July 28, 2010

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and director of WORTHINGTON INDUSTRIES, INC., an Ohio corporation, which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 for the registration of certain of its common shares for offering and sale pursuant to the Worthington Industries, Inc. Deferred Profit Sharing Plan as well as interests in the Worthington Industries, Inc. Deferred Profit Sharing Plan to be offered or sold pursuant thereto, hereby constitutes and appoints B. Andrew Rose and Dale T. Brinkman, and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments and documents related thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the New York Stock Exchange, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 30th day of June, 2010.

/s/ John P. McConnell  

John P. McConnell 

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer of WORTHINGTON INDUSTRIES, INC., an Ohio corporation, which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 for the registration of certain of its common shares for offering and sale pursuant to the Worthington Industries, Inc. Deferred Profit Sharing Plan as well as interests in the Worthington Industries, Inc. Deferred Profit Sharing Plan to be offered or sold pursuant thereto, hereby constitutes and appoints John P. McConnell and Dale T. Brinkman, and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments and documents related thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the New York Stock Exchange, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 30th day of June, 2010.

/s/ B. Andrew Rose  

B. Andrew Rose 

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer of WORTHINGTON INDUSTRIES, INC., an Ohio corporation, which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 for the registration of certain of its common shares for offering and sale pursuant to the Worthington Industries, Inc. Deferred Profit Sharing Plan as well as interests in the Worthington Industries, Inc. Deferred Profit Sharing Plan to be offered or sold pursuant thereto, hereby constitutes and appoints John P. McConnell, B. Andrew Rose and Dale T. Brinkman, and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments and documents related thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the New York Stock Exchange, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 30th day of June, 2010.

/s/ Richard G. Welch  

Richard G. Welch 

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer of WORTHINGTON INDUSTRIES, INC., an Ohio corporation, which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 for the registration of certain of its common shares for offering and sale pursuant to the Worthington Industries, Inc. Deferred Profit Sharing Plan as well as interests in the Worthington Industries, Inc. Deferred Profit Sharing Plan to be offered or sold pursuant thereto, hereby constitutes and appoints John P. McConnell, B. Andrew Rose and Dale T. Brinkman, and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments and documents related thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the New York Stock Exchange, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 30th day of June, 2010.

/s/ John B. Blystone  

John B. Blystone 

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer of WORTHINGTON INDUSTRIES, INC., an Ohio corporation, which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 for the registration of certain of its common shares for offering and sale pursuant to the Worthington Industries, Inc. Deferred Profit Sharing Plan as well as interests in the Worthington Industries, Inc. Deferred Profit Sharing Plan to be offered or sold pursuant thereto, hereby constitutes and appoints John P. McConnell, B. Andrew Rose and Dale T. Brinkman, and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments and documents related thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the New York Stock Exchange, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 30^th day of June, 2010.

/s/ Michael J. Endres  

Michael J. Endres 

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer of WORTHINGTON INDUSTRIES, INC., an Ohio corporation, which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 for the registration of certain of its common shares for offering and sale pursuant to the Worthington Industries, Inc. Deferred Profit Sharing Plan as well as interests in the Worthington Industries, Inc. Deferred Profit Sharing Plan to be offered or sold pursuant thereto, hereby constitutes and appoints John P. McConnell, B. Andrew Rose and Dale T. Brinkman, and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments and documents related thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the New York Stock Exchange, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 30th day of June, 2010.

/s/ Peter Karmanos, Jr.  

Peter Karmanos, Jr. 

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer of WORTHINGTON INDUSTRIES, INC., an Ohio corporation, which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 for the registration of certain of its common shares for offering and sale pursuant to the Worthington Industries, Inc. Deferred Profit Sharing Plan as well as interests in the Worthington Industries, Inc. Deferred Profit Sharing Plan to be offered or sold pursuant thereto, hereby constitutes and appoints John P. McConnell, B. Andrew Rose and Dale T. Brinkman, and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments and documents related thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the New York Stock Exchange, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 30th day of June, 2010.

/s/ John R. Kasich  

John R. Kasich 

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer of WORTHINGTON INDUSTRIES, INC., an Ohio corporation, which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 for the registration of certain of its common shares for offering and sale pursuant to the Worthington Industries, Inc. Deferred Profit Sharing Plan as well as interests in the Worthington Industries, Inc. Deferred Profit Sharing Plan to be offered or sold pursuant thereto, hereby constitutes and appoints John P. McConnell, B. Andrew Rose and Dale T. Brinkman, and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments and documents related thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the New York Stock Exchange, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 30th day of June, 2010.

/s/ Carl A. Nelson, Jr.  

Carl A. Nelson, Jr. 

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer of WORTHINGTON INDUSTRIES, INC., an Ohio corporation, which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 for the registration of certain of its common shares for offering and sale pursuant to the Worthington Industries, Inc. Deferred Profit Sharing Plan as well as interests in the Worthington Industries, Inc. Deferred Profit Sharing Plan to be offered or sold pursuant thereto, hereby constitutes and appoints John P. McConnell, B. Andrew Rose and Dale T. Brinkman, and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments and documents related thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the New York Stock Exchange, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 30th day of June, 2010.

/s/ Sidney A. Ribeau  

Sidney A. Ribeau 

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of WORTHINGTON INDUSTRIES, INC., an Ohio corporation, which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 for the registration of certain of its common shares for offering and sale pursuant to the Worthington Industries, Inc. Deferred Profit Sharing Plan as well as interests in the Worthington Industries, Inc. Deferred Profit Sharing Plan to be offered or sold pursuant thereto, hereby constitutes and appoints John P. McConnell, B. Andrew Rose and Dale T. Brinkman, and each of them, as her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for her and in her name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments and documents related thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the New York Stock Exchange, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as she might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 30th day of June, 2010.

/s/ Mary Schiavok  

Mary Schiavo