8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 2, 2006 (September 26, 2006)

WORTHINGTON INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Ohio	001-08399	31-1189815
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

200 Old Wilson Bridge Road, Columbus, Ohio	43085
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (614) 438-3210

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01.     Entry into a Material Definitive Agreement.
	Item 8.01. Other Events.
	Item 9.01.     Financial Statements and Exhibits.
	SIGNATURE
EX-10.2
EX-10.3

Item 1.01.     Entry into a Material Definitive Agreement.

Approval of Worthington Industries, Inc. 2006 Equity Incentive Plan for Non-Employee Directors

At the 2006 Annual Meeting of Shareholders of Worthington Industries, Inc. (the “Company”) held on September 27, 2006 (the “2006 Annual Meeting”), the Company’s shareholders approved the Worthington Industries, Inc. 2006 Equity Incentive Plan for Non-Employee Directors (the “2006 Director Plan”). The 2006 Director Plan is intended to promote the long-term financial success of the Company and increase shareholder value by providing non-employee directors of the Company (“Non-Employee Directors”) an opportunity to acquire and maintain an ownership interest in the Company and encouraging Non-Employee Directors to remain as directors and put forth maximum efforts for the Company’s success. The 2006 Director Plan serves these purposes by making equity-based awards (“Awards”) available for grant to Non-Employee Directors in the form of (i) non-qualified stock options to purchase common shares (“options”); (ii) restricted stock; (iii) restricted stock units; (iv) stock appreciation rights; and (v) whole common shares.

The aggregate number of common shares that may be subject to Awards under the 2006 Director Plan is:

(i) 200,000 common shares, which may be used for any type of Award under the 2006 Director Plan, including options; plus

(ii) the following aggregate number of common shares, which may be used only for options granted under the 2006 Director Plan: (a) 200,000 common shares; plus (b) the number of common shares that, on the date the 2006 Director Plan was approved by the Company’s shareholders (September 27, 2006), were authorized and available for grant under the Worthington Industries, Inc. 2000 Stock Option Plan for Non-Employee Directors, as amended September 25, 2003 (the “2000 Director Plan”), but which were not subject to outstanding options under the 2000 Director Plan (101,000 common shares); plus (c) the number of common shares that, on the date the 2006 Director Plan was approved by the Company’s shareholders, were subject to options issued under the 2000 Director Plan, but which are subsequently forfeited under the terms of the 2000 Director Plan without receipt of any consideration. As of September 27, 2006, an aggregate of 127,000 common shares were subject to outstanding options granted under the 2000 Director Plan.

The number of common shares available under the 2006 Director Plan (as well as the appropriate terms of outstanding Awards) will be adjusted to take into account any share dividends, share splits, recapitalizations, mergers, consolidations, combinations, spin-offs, distributions of assets to shareholders, exchanges of shares or other similar corporate changes affecting the common shares of the Company.

The 2006 Director Plan is administered by the Company’s Board of Directors (the “Board”). The Board determines which Non-Employee Directors will be granted Awards, the type of each Award granted and the terms and conditions of each Award.

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Unless earlier terminated in accordance with its terms, the 2006 Director Plan will continue until the day after the Company’s 2016 Annual Meeting of Shareholders.

The description of the 2006 Director Plan provided above is qualified in its entirety by reference to the complete terms of the 2006 Director Plan, which was filed as Exhibit 10 to the Company’s Registration Statement on Form S-8 (Registration No. 333-137614) filed with the Securities and Exchange Commission on September 27, 2006. In addition, a description of the material terms of the 2006 Director Plan was included under the caption “PROPOSAL 2: APPROVAL OF THE WORTHINGTON INDUSTRIES, INC. 2006 EQUITY INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS” in the Company’s definitive Proxy Statement for the 2006 Annual Meeting, as filed with the Securities and Exchange Commission on August 22, 2006.

Grant of Awards to Non-Employee Directors under 2006 Director Plan

On September 27, 2006, each individual then serving as a Non-Employee Director of the Company was granted: (i) an option to purchase 5,000 common shares, with an exercise price of $17.23 and (ii) a restricted stock award covering 1,300 common shares (also referred to as “restricted shares”).

The following table shows the number of common shares subject to the option and the number of common shares subject to the restricted stock award granted to each Non-Employee Director of the Company on September 27, 2006:

			Number of Common
	Number of Common		Shares Subject to
Name	Shares Subject to Option		Restricted Stock Award
John B. Blystone		5,000		1,300
William S. Dietrich, II		5,000		1,300
Michael J. Endres		5,000		1,300
Peter Karmanos, Jr.		5,000		1,300
John R. Kasich		5,000		1,300
Carl A. Nelson, Jr.		5,000		1,300
Sidney A. Ribeau		5,000		1,300
Mary Schiavo		5,000		1,300

Each option has an expiration date of September 26, 2016 and will become vested and fully exercisable on the first to occur of (i) the first anniversary of the grant date (i.e., September 27, 2007) or (ii) the date on which the 2007 Annual Meeting of Shareholders of the Company is held. Upon a business combination or change in control (as defined in the 2006 Director Plan), each option will become fully vested and exercisable. If a Non-Employee Director’s service on the Board terminates due to death, disability (as defined in the 2006 Director Plan) or retirement (as defined in the 2006 Director Plan), the Non-Employee Director’s option will become fully vested and exercisable and will remain exercisable until the earlier of the expiration date or the third anniversary of the Non-Employee Director’s termination of service. If a Non-Employee Director’s service on the Board is terminated for cause, the option will be forfeited on the

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termination date. If a Non-Employee Director’s service on the Board terminates for any other reason and the option is not vested, it will be forfeited on the termination date, or if the option is vested, it will remain exercisable until the earlier of the expiration date or the first anniversary of the Non-Employee Director’s termination of service. The form of Nonqualified Stock Option Award Agreement entered into by the Company in order to evidence the grant of options to Non-Employee Directors on September 27, 2006 and to be entered into by the Company in order to evidence future grants of options to Non-Employee Directors under the 2006 Director Plan is filed with this Current Report on Form 8-K as Exhibit 10.2.

The restricted shares will be held in escrow by the Company and may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated until the restrictions thereon have lapsed. The restrictions on the restricted shares will lapse and the restricted shares will become fully vested on the first to occur of: (i) the first anniversary of the grant date (i.e., September 27, 2007) or (ii) the date on which the 2007 Annual Meeting of Shareholders of the Company is held. Upon a business combination or change in control, the restricted shares will become fully vested. If a Non-Employee Director’s service on the Board terminates due to death, disability or retirement, the Non-Employee Director’s restricted shares will become fully vested. If a Non-Employee Director’s service on the Board terminates for any other reason, the restricted shares will be forfeited. During the time between the grant date and the vesting date of the restricted shares, a Non-Employee Director may exercise full voting rights in respect of the restricted shares and dividends will be accrued and paid in respect of the restricted shares upon the vesting date, if the underlying restricted shares vest. The form of Restricted Stock Award Agreement entered into by the Company in order to evidence the grant of restricted shares to Non-Employee Directors on September 27, 2006 and to be entered into by the Company in order to evidence future grants of restricted shares to Non-Employee Directors under the 2006 Director Plan is filed with this Current Report on Form 8-K as Exhibit 10.3.

2000 Director Plan

Since the 2006 Director Plan was approved by the Company’s shareholders at the 2006 Annual Meeting, no options were granted under the 2000 Director Plan on the date of the 2006 Annual Meeting and no further options will be granted under the 2000 Director Plan. However, outstanding options previously granted under the 2000 Director Plan will remain outstanding and will remain in effect in accordance with their respective terms. As of September 27, 2006, an aggregate of 127,000 common shares were subject to outstanding options granted under the 2000 Director Plan.

Adjustment in Long-Term Incentive Plan Awards for Executive Vice President and Chief Operating Officer

On September 26, 2006, the Compensation Committee of the Board of Directors of the Company approved the following increases in the cash performance awards previously made to George P. Stoe under the Worthington Industries, Inc. 1997 Long-Term Incentive Plan for the three-year performance period ending May 31, 2007 and the three-year performance period ending May 31, 2008 to reflect his promotion to Executive Vice President and Chief Operating Officer of the Company in December 2005 and the portion of each performance period he would serve in such capacity. At the time each cash performance award was originally made to Mr. Stoe, he was

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serving as President of Worthington Cylinder Corporation, a subsidiary and business unit of the Company.

Cash Performance Award for Three-Year Performance Period Ending May 31, 2007:

George P. Stoe:

	Original Award		Adjusted Award
Threshold ($)		100,000		147,222
Target ($)		200,000		294,444
Maximum ($)		300,000		441,667

Cash Performance Award for Three-Year Performance Period Ending May 31, 2008:

George P. Stoe:

	Original Award		Adjusted Award
Threshold ($)		100,000		160,417
Target ($)		200,000		320,833
Maximum ($)		300,000		481,250

Payouts of cash performance awards are tied to achieving specified levels (threshold, target and maximum) of cumulative corporate economic value added and earnings per share growth for the performance period and, for the portion of each performance period that Mr. Stoe served as President of Worthington Cylinder Corporation, operating income for the business unit. For the portion of each performance period that Mr. Stoe served as President of Worthington Cylinder Corporation, the corporate economic value added and earnings per share measures together carry a 50% weighting, and the business unit operating target is weighted 50%. For the remainder of each performance period, each of the corporate economic valued added and earnings per share measures carries a 50% weighting. If the performance level falls between threshold and target or between target and maximum, the award is prorated. Cash performance awards may be paid in cash, common shares of the Company, other property, or any combination thereof, at the sole discretion of the Compensation Committee at the time of payment.

Item 8.01.     Other Events.

Election of Directors at 2006 Annual Meeting and Continuing Directors

On September 27, 2006, at the 2006 Annual Meeting, each of John B. Blystone, William S. Dietrich, II, Carl A. Nelson, Jr. and Sidney A. Ribeau was re-elected as a director of the Company for a three-year term, expiring at the 2009 Annual Meeting of Shareholders.

The directors of the Company whose terms of office continue until the 2007 Annual Meeting of Shareholders are: John R. Kasich, John P. McConnell and Mary Schiavo.

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The directors of the Company whose terms of office continue until the 2008 Annual Meeting of Shareholders are: John S. Christie, Michael J. Endres and Peter Karmanos, Jr.

Ratification by Shareholders of Selection of KPMG LLP

At the 2006 Annual Meeting, the shareholders of the Company ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2007.

Stock Repurchases

At its meeting on September 27, 2006, the Board of Directors of the Company reconfirmed its authorization to repurchase up to 10,000,000 of the Company’s outstanding common shares, which authorization had initially been announced on June 13, 2005. The common shares may be purchased from time to time, with consideration given to the market price of the common shares, the nature of other investment opportunities, cash flow from operations and general economic conditions. Repurchases may be made on the open market or through privately negotiated transactions. The Company began making purchases of its outstanding common shares on September 28, 2006. No repurchases of common shares had been made by the Company under this authorization prior to that time.

Item 9.01.     Financial Statements and Exhibits.

(a) through (c): Not applicable.

(d) Exhibits:

The following exhibits are filed with or incorporated by reference in this Current Report on Form 8-K:

Exhibit No.	Description
10.1	Worthington Industries, Inc. 2006 Equity Incentive Plan for Non-Employee Directors, incorporated herein by reference to Exhibit 10 to the Registration Statement on Form S-8 of Worthington Industries, Inc. filed on September 27, 2006 (Registration No. 333-137614).
10.2	Form of Nonqualified Stock Option Award Agreement under the Worthington Industries, Inc. 2006 Equity Incentive Plan for Non-Employee Directors entered into by Worthington Industries, Inc. in order to evidence the grant of nonqualified stock options to non-employee directors of Worthington Industries, Inc. on September 27, 2006 and to be entered into by Worthington Industries, Inc. in order to evidence future grants of nonqualified stock options to non-employee directors of Worthington Industries, Inc.
10.3	Form of Restricted Stock Award Agreement under the Worthington Industries, Inc. 2006 Equity Incentive Plan for Non-Employee Directors entered into by Worthington Industries, Inc. in order to evidence the grant of restricted stock to non-employee directors of Worthington Industries, Inc. on September 27, 2006 and to be entered into by Worthington Industries, Inc. in order to evidence future grants of restricted stock to non-employee directors of Worthington Industries, Inc.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WORTHINGTON INDUSTRIES, INC.
Date: October 2, 2006	By:	/s/Dale T. Brinkman
		Dale T. Brinkman, Vice President —
		Administration, General Counsel and Secretary

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WORTHINGTON INDUSTRIES, INC.

CURRENT REPORT ON FORM 8-K DATED OCTOBER 2, 2006

INDEX TO EXHIBITS

Exhibit No.	Description
10.1	Worthington Industries, Inc. 2006 Equity Incentive Plan for Non-Employee Directors, incorporated herein by reference to Exhibit 10 to the Registration Statement on Form S-8 of Worthington Industries, Inc. filed on September 27, 2006 (Registration No. 333-137614).
10.2	Form of Nonqualified Stock Option Award Agreement under the Worthington Industries, Inc. 2006 Equity Incentive Plan for Non-Employee Directors entered into by Worthington Industries, Inc. in order to evidence the grant of nonqualified stock options to non-employee directors of Worthington Industries, Inc. on September 27, 2006 and to be entered into by Worthington Industries, Inc. in order to evidence future grants of nonqualified stock options to non-employee directors of Worthington Industries, Inc., filed herewith.
10.3	Form of Restricted Stock Award Agreement under the Worthington Industries, Inc. 2006 Equity Incentive Plan for Non-Employee Directors entered into by Worthington Industries, Inc. in order to evidence the grant of restricted stock on September 27, 2006 to non-employee directors of Worthington Industries, Inc. and to be entered into by Worthington Industries, Inc. in order to evidence future grants of restricted stock to non-employee directors of Worthington Industries, Inc., filed herewith.

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EX-10.2

EXHIBIT 10.2

WORTHINGTON INDUSTRIES, INC.
2006 EQUITY INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS

NONQUALIFIED STOCK OPTION AWARD AGREEMENT ISSUED TO
[GRANTEE’S NAME]

Worthington Industries, Inc. (“Company”) and its shareholders believe that their business interests are best served by extending to you an opportunity to earn additional compensation based on the growth of the Company’s business. To this end, you have been granted a nonqualified stock option purchase 5,000 common shares, without par value (“Shares”), of the Company (“NSO”), subject to the terms and conditions described in the Worthington Industries, Inc. 2006 Equity Incentive Plan for Non-Employee Directors (“Plan”) and this Nonqualified Stock Option Award Agreement (“Award Agreement”).

This Award Agreement describes many features of your NSO and the conditions you must meet before you may purchase the Shares underlying the NSO. Any capitalized terms not otherwise defined in this Award Agreement have the same meanings as in the Plan.

To ensure you fully understand the terms and conditions of your NSO, you should:

Ÿ	Read the Plan and this Award Agreement carefully; and
Ÿ	Contact Dale Brinkman at 614-438-3001if you have any questions about your NSO.

Also, no later than [Date that is 30 Days After Grant Date], you must return a signed copy of the Award Agreement to:

Dale T. Brinkman, Esq.
Worthington Industries, Inc.
200 Old Wilson Bridge Road
Columbus, OH 43085

Nature of Your NSO

You have been granted an NSO to purchase 5,000 Shares if you satisfy the conditions described in the Plan and this Award Agreement and pay the Exercise Price specified below prior to the Expiration Date specified below.

Grant Date: Your NSO was granted on [Grant Date].

Number of Shares Underlying Your NSO: You have been granted an NSO to purchase 5,000 Shares.

Exercise Price: $[Exercise Price] per Share

Expiration Date: Your NSO will expire on [Expiration Date no later than the 10^th anniversary of the Grant Date].

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When You May Exercise Your NSO

Normal Vesting Date: You may not exercise your NSO until it vests. Normally, your NSO will vest (and become exercisable) if you are serving as a Board member on Vesting Date].

This does not mean that you must exercise your NSO on the Normal Vesting Date; this is merely the first date that you may do so. However, your NSO will expire unless it is exercised before the Expiration Date ([Expiration Date]).

How Your NSO Might Vest (and Be Exercisable) Earlier Than The Normal Vesting Date: Upon a Business Combination or a Change in Control, your NSO will become fully vested and exercisable.

How Termination Will Affect Your NSO:

Death, Disability or Retirement. If you Terminate due to death, Disability or Retirement, your NSO will become fully vested and exercisable on the Termination date and may be exercised at any time before the earlier of [i] the Expiration Date or [ii] the third anniversary of the Termination date.

Cause. If you are Terminated for Cause, your NSO (whether or not then exercisable) will be forfeited on the Termination date.

Termination for Any Other Reason. If you Terminate for any reason not described above and [i] your NSO is not vested, your NSO will be forfeited on the Termination date, or [ii] your NSO is vested, your NSO may be exercised at any time before the earlier of [a] the Expiration Date or [b] the first anniversary of the Termination date.

Other Ways in Which Your NSO May Be Forfeited: Your NSO will be forfeited if, prior to exercising the NSO, you:

[1]

Without the Board’s written consent, which may be withheld for any reason or for no reason, serve (or agree to serve) as an officer, director, consultant or employee of any proprietorship, partnership, corporation, limited liability company or other entity or become the owner of a business or a member of a partnership that competes with the Company or a Related Entity or render any service to entities that compete with the Company or a Related Entity; or

[2]

Deliberately engage in any action that the Board concludes could harm the Company or any Related Entity.

Exercising Your NSO

     To exercise your NSO, you must:

[1] Complete a copy of a Nonqualified Stock Option Exercise Notice, which is available from Dale Brinkman at 614-438-3001; and

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[2] Pay the Exercise Price ([Exercise Price]) for each Share being purchased through the exercise of the NSO.

When you buy a Share by exercising all or a portion of the NSO, the exercised NSO (or a portion thereof) is cancelled and no more Shares may be bought through the cancelled NSO (or portion thereof). The NSO may be exercised with respect to whole Shares only.

If you do not exercise your NSO before the Expiration Date, your NSO will expire and may not be exercised at a later date.

Procedures for Exercising Your NSO: When you exercise your NSO (or a portion thereof), you may pay the Exercise Price:

[1]	Through cash or its equivalent. If you elect this alternative, you must pay the amount of the Exercise Price per Share multiplied by the number of Shares underlying the NSO being purchased in cash or its equivalent through a check made payable to “Worthington Industries, Inc.” When the transaction is complete, as soon as administratively practicable, the Company will issue to you a number of Shares equal to the portion of the NSO you are exercising;
[2]	Through a cashless exercise. If you elect this alternative, you will receive a number of Shares with the Fair Market Value equal to the difference between the Fair Market Value of the Shares being purchased and the aggregate Exercise Price of the Shares being purchased. You will not have to spend any cash to exercise your NSO, but you will receive fewer Shares than if you pay the Exercise Price in cash; or
[3]	Through an exchange. If you elect this alternative, you will be deemed to have simultaneously exercised the NSO and to have sold a number of other Shares (owned by you for at least six months) with a value equal to the NSO’s aggregate exercise price. When the transaction is complete, the balance of the Shares subject to the NSO you exercised will be transferred to you.

If you intend to use either the cashless exercise or exchange method to exercise your NSO, you should contact Dale Brinkman at 614-438-3001when you complete the Nonqualified Stock Option Exercise Notice to be sure you understand the effect of these forms of exercise.

Other Rules Affecting Your NSO

Rights Before Your NSO is Exercised: You will have no voting or dividend rights with respect to Shares underlying an unexercised NSO.

Beneficiary Designation: You may name a beneficiary or beneficiaries to receive or to exercise any vested NSO that is unexercised at your death. This may be done only on a Beneficiary Designation Form, which is available from Dale Brinkman at 614-438-3001, and by following the rules described in that form. This form need not be completed now and is not required as a condition of receiving your NSO. If you die without completing a Beneficiary Designation Form

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or if you do not complete that form correctly, your beneficiary will be your surviving spouse or, if you do not have a surviving spouse, your estate.

Transferring Your NSO: Normally, your NSO may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated. However, as described above, you may complete a Beneficiary Designation Form to name a beneficiary or beneficiaries to receive any portion of the NSO that may be exercised after you die. Also, the Board may allow you to transfer your NSO to certain Permissible Transferees. Contact Dale Brinkman at the address or number given above if you are interested in transferring your NSO to a Permissible Transferee.

Governing Law: This Award Agreement will be construed in accordance with and governed by the laws (other than laws governing conflicts of laws) of the State of Ohio.

Other Agreements: Your NSO will be subject to the terms of any other written agreements between you and the Company to the extent that those other agreements do not directly conflict with the terms of the Plan or this Award Agreement.

Adjustments to Your NSO: Your NSO will be adjusted, if appropriate, to reflect any change to the Company’s capital structure after the Grant Date (e.g., the number of Shares underlying your NSO will be adjusted to reflect a Share split).

Other Rules: Your NSO is subject to more rules described in the Plan. You should read the Plan carefully to ensure you fully understand all the terms and conditions of this NSO. In the event of a conflict between the terms of the Plan and the terms of this Award Agreement, the terms of the Plan will govern.

*****

Your Acknowledgment of NSO Conditions

By signing below, you acknowledge and agree that:

• A copy of the Plan has been made available to you; and

• You understand and accept the terms and conditions placed on your NSO and understand what you must do to exercise your NSO.

[INSERT GRANTEE’S NAME]	WORTHINGTON INDUSTRIES, INC.
	By:
(signature)

Date signed: Date signed:

After a signed copy of your Award Agreement is received, the Board will acknowledge receipt of it.

*****

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Board’s Acknowledgment of Receipt

A signed copy of the Award Agreement issued to [Grantee’s Name] was received on ___.

Worthington Industries, Inc. Board of Directors

By:

Date:

Note: Send a copy of this completed form to the Participant and keep a copy as part of the Plan’s permanent records.

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EX-10.3

EXHIBIT 10.3

WORTHINGTON INDUSTRIES, INC.
2006 EQUITY INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS

RESTRICTED STOCK AWARD AGREEMENT ISSUED TO
[INSERT GRANTEE’S NAME]

Worthington Industries, Inc. (“Company”) and its shareholders believe that their business interests are best served by extending to you an opportunity to earn additional compensation based on the growth of the Company’s business. To this end, you have been granted restricted common shares, without par value (“Shares”), of the Company (“Restricted Stock”), subject to the terms and conditions described in the Worthington Industries, Inc. 2006 Equity Incentive Plan for Non-Employee Directors (“Plan”) and this Restricted Stock Award Agreement (“Award Agreement”).

This Award Agreement describes many features of your Restricted Stock and the conditions you must meet before the restrictions on your Restricted Stock will lapse. Any capitalized terms not otherwise defined in this Award Agreement have the same meanings as in the Plan.

To ensure you fully understand the terms and conditions of your Restricted Stock, you should:

• Read the Plan and this Award Agreement carefully; and

• Contact Dale T. Brinkman at 614-438-3001 if you have any questions about your Restricted Stock.

Also, no later than [Insert Date that is 30 Days After Grant Date], you must return a signed copy of the Award Agreement to:

Dale T. Brinkman, Esq.
Worthington Industries, Inc.
200 Old Wilson Bridge Road
Columbus, OH 43085

Nature of Your Restricted Stock

You have been granted Restricted Stock. If you satisfy the conditions described in the Plan and this Award Agreement, the restrictions imposed on your Restricted Stock will lapse.

Grant Date: Your Shares of Restricted Stock were granted on [Insert Grant Date].

Number of Shares of Restricted Stock: You have been granted 1,300 Shares of Restricted Stock.

When Your Restricted Stock Will Be Settled

Until the dates shown below or the events described below, your Shares of Restricted Stock will be held in escrow by the Company and, except as described below, may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated. At the end of the Restriction Period (as described below), these Shares either will be distributed to you or forfeited, depending on

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whether or not you satisfy the conditions described in this Award Agreement and in the Plan. Any fractional Share of Restricted Stock will be settled in cash.

Normal Restriction Period: Normally, and subject to your continued service as a Director, the restrictions on your Restricted Stock will lapse and the Shares of Restricted Stock will become fully vested on the earlier to occur of (1) the first anniversary of the Grant Date or (2) if the Restricted Stock was granted as of the date of an Annual Meeting, the date on which the next Annual Meeting is held.

How Your Restricted Stock Might Be Settled Before the Last Day of the Normal Restriction Period: Upon a Business Combination or a Change in Control, the restrictions on your Restricted Stock will lapse and the Shares of Restricted Stock will become fully vested.

How Termination Will Affect Your Restricted Stock:

Death, Disability or Retirement (With the Board’s Consent). If you Terminate due to death, Disability or Retirement (with the Board’s consent), the Restricted Stock will become fully vested on the Termination date.

Termination for Any Reason Other than Death, Disability or Retirement (With the Board’s Consent). If you Terminate for any reason other than death, Disability or Retirement (with the Board’s consent), the Restricted Stock will be forfeited on the Termination date.

Other Ways in Which Your Restricted Stock May Be Forfeited: Your Restricted Stock will be forfeited if you:

[1]

Without the Board’s written consent, which may be withheld for any reason or for no reason, serve (or agree to serve) as an officer, director, consultant or employee of any proprietorship, partnership, corporation, limited liability company or other entity or become the owner of a business or a member of a partnership that competes with the Company or a Related Entity or render any service to entities that compete with the Company or a Related Entity; or

[2]

Deliberately engage in any action that the Board concludes could harm the Company or any Related Entity.

Settling Your Restricted Stock

If all applicable conditions have been met, your Restricted Stock will be released from escrow and distributed to you as soon as administratively feasible after the last day of the Restriction Period.

Other Rules Affecting Your Restricted Stock

Rights During the Restriction Period: During the Restriction Period (and even though the Shares of Restricted Stock are held in escrow until they are settled), you may exercise any voting rights associated with your Restricted Stock. Any dividends or other distributions paid with

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respect to your Restricted Stock will be held by the Company as escrow agent during the Restriction Period and will be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid. At the end of the Restriction Period, such dividends or other distributions will be distributed to you or forfeited as provided above with respect to the Restricted Stock as to which they were paid.

Beneficiary Designation: You may name a beneficiary or beneficiaries to receive any Restricted Stock that is settled after you die. This may be done only on the attached Beneficiary Designation Form and by following the rules described in that form. This form need not be completed now and is not required as a condition of receiving your Restricted Stock. If you die without completing a Beneficiary Designation Form or if you do not complete that form correctly, your beneficiary will be your surviving spouse or, if you do not have a surviving spouse, your estate.

Transferring Your Restricted Stock: Normally, your Restricted Stock may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated. However, as described above, you may complete a Beneficiary Designation Form to name a beneficiary or beneficiaries to receive any Restricted Stock that is settled after you die. Also, the Board may allow you to transfer your Restricted Stock to certain Permissible Transferees. Contact Dale T. Brinkman at the address or number given above if you are interested in transferring your Restricted Stock to a Permissible Transferee.

Governing Law: This Award Agreement will be construed in accordance with and governed by the laws (other than laws governing conflicts of laws) of the State of Ohio.

Other Agreements: Your Restricted Stock will be subject to the terms of any other written agreements between you and the Company to the extent that those other agreements do not directly conflict with the terms of the Plan or this Award Agreement.

Adjustments to Your Restricted Stock: Your Restricted Stock will be adjusted, if appropriate, to reflect any change to the Company’s capital structure after the Grant Date (e.g., the number of Shares of Restricted Stock will be adjusted to reflect a Share split).

Other Rules: Your Restricted Stock is subject to more rules described in the Plan. You should read the Plan carefully to ensure you fully understand all the terms and conditions of this Restricted Stock. In the event of a conflict between the terms of the Plan and the terms of this Award Agreement, the terms of the Plan will govern.

*****

Your Acknowledgment of Restricted Stock Conditions

By signing below, you acknowledge and agree that:

• A copy of the Plan has been made available to you; and

• You understand and accept the terms and conditions placed on your Restricted Stock.

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[INSERT GRANTEE’S NAME]	WORTHINGTON INDUSTRIES, INC.
	By:
(signature)
Date signed:	Date signed:

After a signed copy of your Award Agreement is received, the Board will acknowledge receipt of it.

*****

Board’s Acknowledgment of Receipt

A signed copy of the Award Agreement issued to [Insert Grantee’s Name] was received on ____________.

Worthington Industries, Inc. Board of Directors

By:

Date:

Note: Send a copy of this completed form to the Participant and keep a copy as part of the Plan’s permanent records.

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