RELIANCE STEEL & ALUMINUM CO. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (Amended and Restated effective as of January 1, 2009)

RELIANCE STEEL & ALUMINUM CO.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(Amended and Restated effective as of January 1, 2009)

TABLE OF CONTENTS

PURPOSE

     The purpose of this Plan is to provide specified benefits to a select group of management or highly compensated Employees who contribute materially to the continued growth, development and future business success of Reliance Steel & Aluminum Co., a California corporation, and its subsidiaries, if any, that participate in this Plan. This Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA. This Plan is amended and restated effective as of January 1, 2009, except as otherwise provided for in the Plan and except with respect to those Participants who incurred a Separation from Service on or prior to December 31, 2004. The benefits for Participants who incurred a Separation from Service on or prior to December 31, 2004, if any, shall be governed by the Plan in effect on the date of their Separation from Service.

     This Plan, as amended and restated (hereinafter the “Plan”), is intended to comply with all applicable laws, including Code Section 409A and related Treasury guidance and Regulations, and shall be operated and interpreted in accordance with this intention. In order to transition to the requirements of Code Section 409A and related Treasury Regulations, the Committee may make available to Participants certain transition relief provided under Notice 2007-86, as described more fully in Appendix A of this Plan.

ARTICLE 1
DEFINITIONS

     For the purposes of this Plan, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following indicated meanings:

     “Actuarial Equivalent” shall be determined by applying reasonable actuarial methods and assumptions, as determined by the Committee.

     “Beneficiary” shall mean one or more persons, trusts, estates or other persons, designated in accordance with Article 8, that are entitled to receive benefits under this Plan upon the death of a Participant.

     “Beneficiary Designation Form” shall mean the form established from time to time by the Committee, which form a Participant completes, signs and returns to the Committee to designate one or more Beneficiaries.

     “Benefit” shall mean the benefit described in Articles 4 through 7.

     “Benefit Distribution Date” shall mean the date upon which all or an objectively determinable portion of a Participant’s vested benefits will become eligible for distribution, but not necessarily the date on which such distribution will occur. Except as otherwise provided in the Plan, a Participant’s Benefit Distribution Date shall be determined based on the earliest to occur of an event set forth in Articles 4 through 7, as applicable.

     “Board” shall mean the board of directors of the Company.

     “Cause” shall mean (i) the willful failure by the Participant to perform substantially the Participant’s duties as an employee of the Company (other than due to physical or mental illness) after reasonable notice to the Participant, (ii) the Participant’s engaging in serious misconduct that is injurious to the Company, (iii) the Participant’s having been convicted of, or entered a plea of nolo contendere to, a crime that constitutes a felony, (iv) the breach by the Participant of any written covenant or agreement not to compete with the Company, or (v) the breach by the Participant of his duty of loyalty to the Company which shall include, without limitation, (A) the disclosure by the Participant of any confidential information pertaining to the Company, (B) the harmful interference by the Participant in the business or operations of the Company, (C) any attempt by the Participant directly or indirectly to induce any employee of the Company to be employed or perform services elsewhere, or (D) any attempt by the Participant directly or indirectly to solicit the trade of any customer or supplier, or prospective customer or supplier, of the Company.

     “Change in Control” shall mean the occurrence of a “change in the ownership” or a “change in the effective control” of the Company, as determined in accordance with this Section.

     In determining whether an event shall be considered a “change in the ownership” or a “change in the effective control” of the Company, the following provisions shall apply:

          (a) A “change in the ownership” of the Company shall occur on the date on which any one person, or more than one person acting as a group, acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(v). If a person or group is considered either to own more than 50% of the total fair market value or total voting power of the stock of the Company, or to have effective control of the Company within the meaning of part (b) of this Section, and such person or group acquires additional stock of the Company, the acquisition of additional stock by such person or group shall not be considered to cause a “change in the ownership” of the Company.

          (b) A “change in the effective control” of the Company shall occur on either of the following dates:

          (i) The date on which any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 50% or more of the total voting power of the stock of the Company, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vi). If a person or group is considered to possess 50% or more of the total voting power of the stock of the Company, and such person or group acquires additional stock of the Company, the acquisition of additional stock by such person or group shall not be considered to cause a “change in the effective control” of the Company; or

          (ii) The date on which a majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s board of directors before the date of the

appointment or election, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vi).

     “Code” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.

     “Committee” shall mean the committee described in Article 10.

     “Company” shall mean Reliance Steel & Aluminum Co., a California corporation, and any successor to all or substantially all of the Company’s assets or business.

     “Covered Compensation” shall mean, for any Plan Year, the annual base salary and the cash bonus paid in such year, not including other corporate provided fringe benefits or gain on exercise of stock options.

     “Early Retirement Date” shall mean the date a Participant has both attained age 55 and completed 10 Years of Credited Service.

     “Early Retirement Percentage” shall mean a percentage equal to 38% (i) multiplied by 1 minus 1/3% a month for each month Benefits commence prior to age 65 and (ii) multiplied by a fraction, the numerator of which is the Participant’s Years of Credited Service actually completed divided by the number of Years of Credited Service that would be completed if the Participant had continued his or her service for the Company until age 65.

     “Election Form” shall mean the form, which may be in electronic format, established from time to time by the Committee that a Participant completes, signs and returns to the Committee to make an election under the Plan.

     “Employee” shall mean a person who is an employee of an Employer.

     “Employer(s)” shall be defined as follows:

          (a) Except as otherwise provided in part (b) of this Section, the term “Employer” shall mean the Company and/or any of its subsidiaries (now in existence or hereafter formed or acquired) that have been selected by the Committee to participate in the Plan.

          (b) For the purpose of determining whether a Participant has experienced a Separation from Service, the term “Employer” shall mean:

               (i) The entity for which the Participant performs services and with respect to which the legally binding right to compensation deferred or contributed under this Plan arises; and

               (ii) All other entities with which the entity described above would be aggregated and treated as a single employer under Code Section 414(b) (controlled group of corporations) and Code Section 414(c) (a group of trades or businesses, whether or not incorporated, under common control), as applicable. In order to identify the group of entities described in the preceding sentence, the Committee shall use an ownership threshold of at least

50% as a substitute for the 80% minimum ownership threshold that appears in, and otherwise must be used when applying, the applicable provisions of (A) Code Section 1563 for determining a controlled group of corporations under Code Section 414(b), and (B) Treas. Reg. §1.414(c)-2 for determining the trades or businesses that are under common control under Code Section 414(c).

     “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

     “Final Average Compensation” shall mean the average of the highest five Plan Years of Covered Compensation during the 10 Plan Years immediately preceding the Participant’s Separation from Service, death or Disability, or the occurrence of a Change in Control, as applicable.

     “Life Annuity” shall mean a single life annuity if the Participant is single on the applicable Benefit Distribution Date or a joint and 50% survivor annuity if the Participant is married on such date which shall be the Actuarial Equivalent of the single life annuity. The term “Life Annuity” shall also include another type of life annuity if allowed by the Committee, in its sole discretion, as defined in Treas. Reg. §1.409A-2(b)(2)(ii), that is Actuarially Equivalent to the original life annuity. To elect such other type of life annuity, the Participant must complete an Election Form prior to the Benefit Distribution Date. In the case of a Death Benefit, the term “Life Annuity” shall mean a single life annuity paid over the life of the Participant’s surviving spouse that is Actuarially Equivalent to the Death Benefit.

     “Normal Retirement Date” shall mean the date a Participant has both attained age 65 and completed 10 Years of Credited Service. For any Participant who was an Employee on January 1, 1996 and who had met the age and service requirements of the preceding sentence on or before such date, the “Normal Retirement Date” shall mean January 1, 1996.

     “Participant” shall mean any Employee who is selected to participate in the Plan.

     “Plan” shall mean the Reliance Steel & Aluminum Co. Supplemental Executive Retirement Plan, as amended and restated, which shall be evidenced by this instrument, as it may be amended from time to time.

     “Plan Agreement” shall mean a written agreement in the form prescribed by or acceptable to the Committee that evidences a Participant’s agreement to the terms of the Plan and which may establish additional terms or conditions of Plan participation for a Participant. Unless otherwise determined by the Committee, the most recent Plan Agreement accepted with respect to a Participant shall supersede any prior Plan Agreements for such Participant. Plan Agreements may vary among Participants and may provide additional benefits not set forth in the Plan or limit the benefits otherwise provided under the Plan.

     “Plan Year” shall mean a period beginning on January 1 of each calendar year and continuing through December 31 of such calendar year.

     “Separation from Service” shall mean a termination of services provided by a Participant,

whether voluntarily or involuntarily, other than by reason of death or Disability, as determined by the Committee in accordance with Treas. Reg. §1.409A-1(h). In determining whether a Participant has experienced a Separation from Service, the following provisions shall apply:

               (a) For a Participant who provides services to an Employer as an Employee, except as otherwise provided in part (d) of this Section, a Separation from Service shall occur when such Participant has experienced a termination of employment with such Employer. A Participant shall be considered to have experienced a termination of employment when the facts and circumstances indicate that the Participant and his or her Employer reasonably anticipate that either (i) no further services will be performed for the Employer after a certain date, or (ii) that the level of bona fide services the Participant will perform for the Employer after such date (whether as an Employee or an independent contractor) will permanently decrease to no more than 20% of the average level of bona fide services performed by such Participant (whether as an Employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services to the Employer if the Participant has been providing services to the Employer less than 36 months).

               (b) If a Participant is on military leave, sick leave, or other bona fide leave of absence, the employment relationship between the Participant and the Employer shall be treated as continuing intact, provided that the period of such leave does not exceed six months, or if longer, so long as the Participant retains a right to reemployment with the Employer under an applicable statute or by contract. If the period of a military leave, sick leave, or other bona fide leave of absence exceeds 6 months and the Participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship shall be considered to be terminated for purposes of this Plan as of the first day immediately following the end of such 6-month period. In applying the provisions of this paragraph, a leave of absence shall be considered a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Employer.

               (c) For a Participant who provides services to an Employer as an independent contractor, except as otherwise provided in part (d) of this Section, a Separation from Service shall occur upon the expiration of the contract (or in the case of more than one contract, all contracts) under which services are performed for such Employer, provided that the expiration of such contract(s) is determined by the Committee to constitute a good-faith and complete termination of the contractual relationship between the Participant and such Employer.

               (d) For a Participant who provides services to an Employer as both an Employee and an independent contractor within a Plan Year, a Separation from Service generally shall not occur until the Participant has ceased providing services for such Employer as both an Employee and independent contractor, as determined in accordance with the provisions set forth in parts (a) and (c) of this Section, respectively. Similarly, if a Participant either (i) ceases providing services for an Employer as an independent contractor and begins providing services for such Employer as an Employee, or (ii) ceases providing services for an Employer as an Employee and begins providing services for such Employer as an independent contractor, the Participant will not be considered to have experienced a Separation from Service until the Participant has ceased providing services for such Employer in both capacities, as determined in

accordance with the applicable provisions set forth in parts (a) and (c) of this Section.

               “Specified Employee” shall mean any Participant who is determined to be a “key employee” (as defined under Code Section 416(i) without regard to paragraph (5) thereof) for the applicable period, as determined annually by the Committee in accordance with Treas. Reg. §1.409A-1(i). In determining whether a Participant is a Specified Employee, the following provisions shall apply:

               (a) The Committee’s identification of the individuals who fall within the definition of “key employee” under Code Section 416(i) (without regard to paragraph (5) thereof) shall be based upon the 12-month period ending on each December 31 ^st (referred to below as the “identification date”). In applying the applicable provisions of Code Section 416(i) to identify such individuals, “compensation” shall be determined in accordance with Treas. Reg. §1.415(c)-2(a) without regard to (i) any safe harbor provided in Treas. Reg. §1.415(c)-2(d), (ii) any of the special timing rules provided in Treas. Reg. §1.415(c)-2(e), and (iii) any of the special rules provided in Treas. Reg. §1.415(c)-2(g); and

               (b) Each Participant who is among the individuals identified as a “key employee” in accordance with part (a) of this Section shall be treated as a Specified Employee for purposes of this Plan if such Participant experiences a Separation from Service during the 12-month period that begins on April 1 ^st following the applicable identification date.

     “Trust” shall mean one or more trusts established by the Company in accordance with Article 13.

     “Year of Credited Service” shall mean a 12-consecutive month period commencing on an Employee’s date of hire by the Company and anniversaries thereof, during which the Employee is a full-time employee of the Company. Service with a subsidiary or other corporation controlled by the Company prior to the time it became a subsidiary or became so controlled shall not be counted.

ARTICLE 2
SELECTION, ENROLLMENT

      2.1. Selection by Committee . Participation in the Plan shall be limited to, as determined by the Committee in its sole discretion, a select group of management or highly compensated Employees. From that group, the Committee shall select, in its sole discretion, those individuals who may actually participate in this Plan. The Committee shall not select any new Employees to participate in the Plan after January 1, 2009.

      2.2. Enrollment Requirements .

               (a) Each selected Employee shall complete, execute and return to the Committee a Plan Agreement (if requested by the Committee), Election Form, and Beneficiary Designation Form by the deadline(s) established by the Committee in accordance with the applicable provisions of this Plan. In addition, the Committee shall establish from time to time such other enrollment requirements as it determines, in its sole discretion, are necessary.

ARTICLE 3
VESTING

      3.1. Vesting . If a Participant, prior to incurring a Separation from Service: (i) reaches his or her Early Retirement Date, (ii) dies, or (iii) becomes Disabled; or (iv) if a Change in Control occurs, then the Participant shall become 100% vested in his or her Benefit. If, however, the Participant incurs a Separation from Service prior to any of the dates and/or events provided for above, then such Participant shall not be entitled to receive any Benefits under this Plan.

ARTICLE 4
RETIREMENT BENEFIT

      4.1. Retirement Benefit .

               (a) Normal Retirement. If a Participant incurs a Separation from Service on his or her Normal Retirement Date, then the Participant’s Benefit shall equal a single life annuity beginning on such Separation from Service. The annual amount of this annuity shall equal his or her Final Average Compensation multiplied by 38%.

               (b) Early Retirement. If a Participant incurs a Separation from Service on or after his or her Early Retirement Date, but prior to the Normal Retirement Date, then the Participant’s Benefit shall equal a single life annuity beginning on the Participant’s Separation from Service. The annual amount of this annuity shall equal his or her Final Average Compensation multiplied by the Early Retirement Percentage.

               (c) After Normal Retirement Date. If a Participant incurs a Separation from Service after his or her Normal Retirement Date, then the Participant’s Benefit shall equal the Actuarial Equivalent of the benefit that he or she would have received had the Participant incurred a Separation from Service on the Normal Retirement Date, increased to take into account each Year of Credited Service or fraction thereof after the Normal Retirement Date until the first to occur of: (i) completion of 10 such Years of Credited Service; or (ii) actual Separation from Service.

      4.2. Payment of Retirement Benefit . If a Participant experiences a Separation from Service on or after the Participant’s Early Retirement Date, but prior to death, Disability, or a Change in Control, then the Participant shall be eligible to receive the Actuarial Equivalent of his or her vested Benefit in the form of either alump sum payment or Life Annuity, as elected by the Participant in accordance with Section 4.3 (the “Early Retirement Benefit”). The Participant may make another election in accordance with Section 4.3 to receive the Actuarial Equivalent of his or her vested Benefit in the form of either a lump sum payment or Life Annuity if such Separation from Service occurs on or after the Normal Retirement Date (the “Normal Retirement Benefit”). A Participant’s Early Retirement Benefit and Normal Retirement Benefit shall be calculated as of the close of business on or about the applicable Benefit Distribution Date for such benefit, which shall be (i) the first day of the seventh month following the date on which the Participant

experiences such Separation from Service if the Participant is a Specified Employee, and (ii) for all other Participants, the last day of the month in which the Participant experiences a Separation from Service; provided, however, if a Participant changes the form of distribution for the Benefit in accordance with Section 4.3(b), the Benefit Distribution Date for the Benefit shall be determined in accordance with Section 4.3(b).

      4.3. Payment Election .

          (a) A Participant, in connection with his or her commencement of participation in the Plan, shall elect on an Election Form to receive the Actuarial Equivalent of the Early Retirement Benefit in the form of a lump sum payment or Life Annuity. The Participant shall make another elec