WORTHINGTON INDUSTRIES, INC. AMENDED AND RESTATED 2005 NON-QUALIFIED DEFERRED COMPENSATION PLAN

Exhibit 10.10

WORTHINGTON INDUSTRIES, INC.

AMENDED AND RESTATED

2005 NON-QUALIFIED DEFERRED COMPENSATION PLAN

(RESTATEMENT EFFECTIVE DECEMBER 2008)

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ARTICLE I – INTRODUCTION

The Company originally adopted the Plan effective as of the Effective Date, as amended on November 17, 2005. The Company extends the Plan to any Company Subsidiary that adopts the Plan, subject to the terms described in Section 1.7. Effective as of the Restatement Effective Date, the Company amends and restates the Plan as described herein.

The purpose of the Plan is to provide deferred compensation for a select group of management or highly compensated employees of the Employers.

The Plan is an "employee pension benefit plan" within the meaning of ERISA Section 3(2). The Plan is maintained, however, for a select group of management or highly compensated employees and, therefore, is exempt from Parts 2, 3 and 4 of Title 1 of ERISA. The Plan is not intended to qualify under Code Section 401(a).

The Plan is unfunded. All benefits will be paid from Employers’ general assets, which will continue to be subject to the claims of Employers’ creditors as described in Section 11.6.

January 1, 2005.

The Plan shall be administered by the Committee.

The Company may designate any Company Subsidiary as an Employer in the Plan.

As a condition to becoming an Employer, each Company Subsidiary shall be deemed to (a) designate the Committee as the entity responsible for Plan administration, (b) delegate to the Company, the Committee and the Executive Committee all power and authority to interpret, amend or terminate the Plan, as described in this document, and to discharge the duties and responsibilities described in Article VIII, (c) subject to Section 11.6, agree to make the payment of any Plan benefits accrued by its Employees under the Plan, and (d) comply with Section 11.4. An entity that ceases to be a Company Subsidiary will nevertheless remain responsible for any liabilities arising from or attributable to periods during which it was an Employer.

Notwithstanding the foregoing, any Company Subsidiary that was an Employer immediately prior to the Restatement Effective Date shall remain an Employer unless and until such Company Subsidiary ceases to be an Employer under this Plan.

ARTICLE II - DEFINITIONS AND CONSTRUCTION

For purposes of the Plan, the following words and phrases shall have the respective meanings set forth below, unless their context clearly requires a different meaning:

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" Account " means the bookkeeping account maintained by the Committee on behalf of each Participant pursuant to Article VI.

" Affiliated Company " means any Company Subsidiary with whom the Company, would be considered a single employer under Code Sections 414(b) and (c).

" Annual Bonus Compensation " means Bonus Compensation paid with respect to any service performed during an Annual Bonus Period.

" Annual Bonus Period" means any Bonus Period of twelve months for which Bonus Compensation is determined.

" Base Salary " means the base rate of cash compensation paid by the Employers to or for the benefit of a Participant for services rendered or labor performed on or after the Effective Date including base pay a Participant could have received in cash in lieu of (i) deferrals pursuant to Section 4.1 or (ii) contributions made on his behalf to any qualified retirement or cafeteria plan maintained by the Employers for that Participant.

" Base Salary Deferral " means the amount of a Participant’s Base Salary which the Participant elects to have withheld on a pre-tax basis from his Base Salary and credited to his Account pursuant to Section 4.1. However, no Participant may defer any portion of his Base Salary that is earned before the later of the Effective Date or the first day of the Plan Year following the date that he files a properly completed Election Form with the Committee.

" Beneficiary " means the person or persons designated by the Participant in accordance with Section 7.2.

" Bonus Compensation " means the amount awarded to a Participant for a Bonus Period under the Employer’s Executive Bonus Program, Cash Profit Sharing, Amended and Restated 1997 Long-Term Incentive Plan, Annual Incentive Plan for Executives or a similar plan, including any amount the Participant could have received under such plan in cash in lieu of (i) deferrals pursuant to Section 4.1 or (ii) contributions made on his behalf to any qualified retirement or cafeteria plan maintained by the Employer for the Participant.

" Bonus Deferral " means the amount of a Participant’s Bonus Compensation which the Participant elects to have withheld on a pre-tax basis from his Bonus Compensation and credited to his account pursuant to Section 4.1.

" Bonus Period " means any fiscal quarter of the Company or such other period of twelve months or less for which Bonus Compensation is determined.

" Code " means the Internal Revenue Code of 1986, as amended, or any successor thereto, together with the rules, regulations and interpretations promulgated thereunder.

" Committee " means the committee appointed to administer the Plan in accordance with Article VIII.

" Company " means Worthington Industries, Inc. and any successor thereto.

" Company Subsidiary " means (i) any entity which is at least 100% owned, directly or indirectly, by the Company, and (ii) any other entity which is at least 40% owned, directly or indirectly, by the Company and which is designated as a Company Subsidiary for purposes of this Plan by the Company. Indirect ownership will be determined by applying rules issued under IRS Regulations §1.414(c)(4).

" Deferral Date " means the earliest of (a) the date selected by the Participant as his Deferral Date in the Election Form, which date (if not the Participant’s Separation From Service) must be at least one year after the end of the Bonus Period or pay period with respect to which the payment would otherwise be made; (b) the date of the Participant’s death; or (c) in the event of a Separation From Service for reasons other than Retirement, the Participant’s Separation From Service. If no Deferral Date is selected by the Participant, the Participant shall be deemed to have selected a Deferral Date which is the Participant’s Separation From Service.

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" Deferrals " means Base Salary Deferrals, Bonus Deferrals and Employer Contributions.

" Directors " means the Board of Directors of the Company.

" Effective Date " as set forth in Section 1.5.

" Election Form " means the written agreement(s) or other form(s) or method(s), adopted from time to time for the Plan, pursuant to which the Participant designates his Beneficiary; elects the amount of his Base Salary and/or his Bonus Compensation to be deferred into the Plan; the Deferral Date; the deemed investment and/or the form of payment for such amounts. The form of the Election Form(s) may be established and changed by the Committee at any time.

" Employee " means any common-law employee of an Employer.

" Employer " means the Company or a Company Subsidiary which has become a participating Employer in the Plan. A Company Subsidiary shall cease to be an Employer at such time as agreed between the Company and the Company Subsidiary or, if earlier, the date an Employer ceases to be a Company Subsidiary.

" Employer Contribution " means the amount, as determined by each Employer, credited by the Committee to the Account of a Participant as an Employer Contribution.

" ERISA " means the Employee Retirement Income Security Act of 1974, as amended.

" Executive Committee " means the Executive Committee of the Directors.

" 401(k) Plan " means the Worthington Industries, Inc. Deferred Profit Sharing Plan, as in effect from time to time.

" Highest Paid Employees " means those employees who are considered to be "specified employees" of the Company or any Company Subsidiary within the meaning of IRS Regulations §1.409A-1(i).

" IRS Regulations " means the laws and regulations adopted by Congress, the United States Department of Treasury or Internal Revenue Service from time to time.

" Partial-Year Bonus Compensation " means Bonus Compensation paid with respect to services performed during a Partial-Year Bonus Period.

" Partial-Year Bonus Period " means any Bonus Period of less than twelve months for which Bonus Compensation is determined.

" Participant " means each Employee who has been selected for participation in the Plan and who has become a Participant pursuant to Article III.

" Plan " means this Worthington Industries, Inc. Amended and Restated 2005 Non-Qualified Deferred Compensation Plan, as amended from time to time.

" Plan Year " means the twelve consecutive month period commencing January 1 of each year and ending on December 31.

" Restatement Effective Date " means December 2008.

" Retirement " means, with respect to a Participant, a Separation From Service when such Participant’s age and years of service, as determined under the provisions of the 401(k) Plan, equals or exceeds 65.

" Separation From Service " means (i) with respect to a Participant whose Employer is the Company or an Affiliated Company, a "separation from service" within the meaning of IRS Regulations §1.409A-1(h) by the Participant from the Company and all Affiliated Companies or (ii) with respect to a Participant whose Employer is not the Company or an Affiliated Company, a "separation from service" within the meaning of

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IRS Regulations §1.409A-1(h) by the Participant from the Participant’s Employer and all entities with whom the Participant’s Employer would be treated as a single employer under Code Sections 414(b) and (c).

" Unforeseeable Emergency " means a severe financial hardship to the Participant within the meaning of IRS Regulations §1.409A-3(i)(3) resulting from (a) an illness or accident of the Participant or the Participant’s spouse, Beneficiary or dependent (as defined in Code Section 152, without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B) thereof), (b) loss of the Participant’s property due to casualty, or (c) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

" Valuation Date " means the date the Accounts in the Plan are adjusted to reflect earnings and losses in accordance with the hypothetical investment directions, as set from time to time by the Committee.

Wherever appropriate herein, words used in the singular shall be considered to include the plural and words used in the plural shall be considered to include the singular. The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender.

The headings of Articles and Sections herein are included solely for convenience, and if there is any conflict between such headings and the rest of the Plan, the text shall control.

ARTICLE III - PARTICIPATION AND ELIGIBILITY

Participants in the Plan are those Employees who are both (a) members of a select group of highly compensated or management Employees of their Employer, as determined by the Committee, and (b) selected by the Committee, in its sole discretion, to be Participants. The Committee shall notify each Participant of his selection as a Participant and the time his participation may start which shall be effective as described in Section 3.2. A Participant shall remain eligible to continue participation in the Plan until his participation ceases as set forth below in Section 3.3.

An Employee may commence participation in the Plan on the later of (i) the date the Committee approves his participation or (ii)(A) with respect to Base Salary and Partial-Year Bonus Deferrals, as of the beginning of the Plan Year immediately following the date he returns to the Committee a properly completed Election Form or (B) with respect to Annual Bonus Deferrals as of the beginning of the Annual Bonus Period. However, none of the Company, the Employer, the Committee, the Plan or any other person shall be liable to any person if the Committee inadvertently fails to notify him of his eligibility to be a Participant.

An Employee who was participating in this Plan on the Effective Date shall remain a Participant unless and until he ceases to be a Participant in accordance with Section 3.3.

Notwithstanding any provision herein to the contrary, an individual who has become a Participant in the Plan shall cease to be a Participant hereunder effective as of the earliest of the date (a) he dies, (b) he otherwise ceases to be an Employee of at least one of the Employers, (c) he ceases to be a member of his Employer’s select group of highly compensated or management employees but remains an Employee of any Employer, (d) he is designated by the Committee as no longer a Participant or (e) his Employer ceases to be a Company Subsidiary or an Employer (but only if he is then an Employee of the affected Employer); provided, however, that any Deferral elections effective for the Plan Year in which participation ceases shall remain effective to the extent required by IRS Regulations. The Committee or the Company will

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notify a Participant who is still an Employee if he is no longer eligible to be a Participant. A person who has ceased to actively participate in the Plan as described in this Section will continue to be entitled to all rights and benefits (and subject to all limitations) described in the Plan other than the right to make additional Base Salary or Bonus Deferrals or to receive additional Employer Contributions.

ARTICLE IV – DEFERRALS

Any Participant who desires to defer any portion of his Base Salary and/or Bonus Compensation must complete and deliver an Election Form to the Committee in such form as may then be prescribed and at the time set forth below.

(a) Base Salary . The Election Form to defer Base Salary for any Plan Year must be filed no later than December 31 of the immediately preceding Plan Year.

(b) Partial-Year Bonus Compensation . The Election Form to defer Partial-Year Bonus Compensation for any Plan Year must be filed no later than December 31 of the immediately preceding Plan Year in which the Partial-Year Annual Bonus Period begins.

(c) Annual Bonus Compensation . The Election Form to defer Annual Bonus Compensation for any Plan Year must be filed no later than the date that is six (6) months before the end of the performance period on which the Performance Bonus is based (or, if earlier, the date on which such Annual Bonus Compensation becomes readily ascertainable).

(d) Revocation of Deferral Elections . Except as provided in Section 7.4, a Base Salary Deferral and/or Bonus Deferral shall be irrevocable after the last day on which a Base Salary Deferral and/or Bonus Deferral may be made, as set forth above. The Committee, in its discretion, may set limits on the amount of Base Salary and/or Bonus Compensation that may be deferred under the Plan; provided that any changes in such limits may not apply to any Plan Year for which deferral elections have become irrevocable.

Base Salary Deferrals and Bonus Deferrals shall be credited to the Account of each Participant at the same time as the Base Salary or Bonus Compensation would have otherwise been paid.

The Employer may determine, in its sole discretion, to make Employer Contributions for any Participant or Participants as it elects. The amount of any Employer Contribution to be made for any Participant shall be determined in such manner as his Employer shall, in its sole discretion, deem appropriate and may be a different amount (or no amount) for each Plan Year and for each Participant. Employer Contributions shall be in the form of a credit to the Participant’s Account.

Employer Contributions will be credited to the Participant’s Account as of the date specified by the Employer or, if no date is specified, as soon as administratively practical after they are declared.

A Participant shall be notified within a reasonable time of any Employer Contribution to be made on his behalf under the Plan.

A Participant shall be fully vested in his Account at all times except to the extent that the Employer establishes a deferred vesting schedule to apply to Employer Contributions made on or after the time the deferred vesting schedule is established.

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ARTICLE V - EARNINGS

Amounts credited to a Participant’s Account shall be credited with earnings and losses based on hypothetical investment directions made (or deemed to be made) by the Participant in accordance with investment options and procedures adopted and amended by the Committee from time to time. Any amounts credited to a Participant’s Account to which a Participant does not provide investment direction (or as to which no direction is permitted) shall be credited with earnings as if the Participant shall have elected the investment option provided for in the Plan or determined from time to time by the Committee for cases where no investment option is made. A Participant’s Account shall be adjusted as of each Valuation Date to reflect earnings and losses. The Committee retains the right to change, amend or eliminate investment options and procedures as it shall deem appropriate in its sole discretion.

If the amount in a Participant’s Account is to be paid in installments, the amount remaining in the Account shall continue to be credited with earnings and losses based upon the Participant’s hypothetical investment elections, but the Committee may, in its sole discretion, limit the investment options that are available for such Account.

If a former Participant who is no longer an Employee (or is employed by an entity that ceases to be an Employer or a Company Subsidiary) still has an Account in the Plan, the amount in the Account shall continue to be credited with earnings and losses based upon the Participant’s hypothetical investment elections, but the Committee may, in its sole discretion, limit the investment options that are available for such Account.

ARTICLE VI – ACCOUNTS

The Committee will establish a separate bookkeeping account for each Participant. Such account shall be credited with the Base Salary Deferrals and Bonus Deferrals made by the Participant pursuant to Section 4.1, and Employer Contributions made by