ASSUMPTION AND AMENDMENT
AGREEMENT
EARLE M. JORGENSEN
RETIREMENT SAVINGS PLAN
This Agreement is
entered into as of April 3, 2006, by and among Earle M.
Jorgensen Company, a Delaware corporation (“EMJ”),
Reliance Steel & Aluminum Co., a California corporation
(“Reliance”), and RSAC Acquisition Corp., a Delaware
corporation (“RSAC”), with respect to the Earle M.
Jorgensen Company Retirement Savings Plan (the
“Plan”).
WHEREAS,
EMJ has entered into an Agreement and Plan of Merger (the
“Merger Agreement”), dated as of January 17, 2006,
with Reliance and RSAC, a newly-formed wholly-owned subsidiary of
Reliance;
WHEREAS,
pursuant to the Merger Agreement, EMJ will be merged with and into
RSAC (the “Merger”), with RSAC as the surviving entity,
which will immediately change its name to “Earle M. Jorgensen
Company” and which will remain wholly-owned by Reliance as of
the Effective Time (as defined in the Merger Agreement);
WHEREAS,
pursuant to Section 6.05(a) of the Merger Agreement, RSAC will
assume and succeed to all of the obligations and liabilities of EMJ
under the Plan;
WHEREAS,
pursuant to Section 6.05(a) of the Merger Agreement, Reliance
will guarantee RSAC’s assumed obligations pertaining to
Additional Employer Contributions (as defined in the Plan);
and
WHEREAS,
as of the Effective Time, for purposes of Additional Employer
Contributions, as defined in the Plan, the obligation to contribute
shares of EMJ common stock will be replaced with an obligation to
contribute shares of the common stock of Reliance, with the number
of shares to be contributed to be adjusted by the Option Exchange
Ratio (as defined in the Merger Agreement).
NOW,
THEREFORE, in consideration of the promises and mutual
agreements contained herein, and subject to completion of the
Merger, the parties agree that the Plan shall be, and hereby is,
assumed and amended as follows:
1. RSAC hereby
assumes and adopts the Plan as of the Effective Time and agrees to
perform all of the obligations and liabilities of EMJ with respect
to the Plan, and EMJ hereby consents to such assumption.
2. Reliance
agrees to register with the Securities and Exchange Commission and
list on the New York Stock Exchange any shares of Relian
