WORTHINGTON INDUSTRIES, INC. AMENDED AND RESTATED 2003 STOCK OPTION PLAN

Exhibit 10.6

WORTHINGTON INDUSTRIES, INC.

AMENDED AND RESTATED

2003 STOCK OPTION PLAN

This Plan is intended to promote and advance the long-term interest of Worthington and its shareholders by enabling the Company to attract, retain and reward employees and to strengthen the mutuality of interest between employees and Worthington’s shareholders. The Plan is designed to accomplish this purpose by granting Stock Options to selected employees thereby providing a financial incentive to pursue the long-term growth, profitability and financial success of the Company. This Plan is amended and restated effective November 1, 2008.

When used in this Plan, the following terms have the meanings given to them in this section unless another meaning is expressly provided elsewhere in this Plan or clearly required by the context. When applying these definitions, the form of any term or word will include any of its other forms.

(a) "Act" shall mean the Securities Exchange Act of 1934, as amended.

(b) "Award" or "Awards" shall mean a grant of a Stock Option made to a Participant under Section 6 of this Plan.

(c) "Award Agreement" means the written agreement between Worthington and each Participant that describes the terms and conditions of each Award.

(d) "Beneficiary" shall mean the person a Participant designates to receive (or exercise) any Plan benefits (or rights) that are unpaid (or unexercised) when the Participant dies. A Beneficiary may be designated only by following the procedures described in Section 14(b). Neither the Company nor the Committee is required to infer a Beneficiary from any other source.

(e) "Board" shall mean the Board of Directors of Worthington.

(f) "Code" shall mean the Internal Revenue Code of 1986, as amended, and any applicable regulations or rulings issued under the Code.

(g) "Committee" shall mean the Board’s Compensation and Stock Option Committee (or the Board committee which succeeds to the appropriate duties of such Compensation and Stock Option Committee) which also constitutes a "compensation committee" within the meaning of Treasury Regulation §1.162-27(c)(4). The Committee will be comprised of at least three persons (i) each of whom is (A) an outside director, as defined in Treasury Regulation §1.162-27(e)(3)(i); (B) a "non-employee" director within the meaning of Rule 16b-3 under the Act; and (C) "independent" for purposes of the rules of any securities exchange, market or other quotation system on or through which the Common Shares are then listed or traded; and (ii) none of whom may receive remuneration from the Company in any capacity other than as a director, except as permitted under applicable laws, rules and regulations.

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(h) "Common Shares" shall mean the Common Shares, without par value, of Worthington or any security of Worthington issued in substitution, exchange or in lieu thereof.

(i) "Company" shall mean Worthington and its Subsidiaries, collectively.

(j) "Disability" shall mean, unless otherwise specified by the Committee and reflected in the Award Agreement:

(i) With respect to any Award other than an Incentive Stock Option, the Participant’s inability to perform his or her normal duties for a period of at least six months due to a physical or mental infirmity; or

(ii) With respect to an Incentive Stock Option, as defined in Section 22(e)(3) of the Code.

(k) "Effective Date" shall mean September 25, 2003, the date this Plan was approved by Worthington’s shareholders.

(l) "Employee" shall mean any individual who, on an applicable Grant Date, is a common law employee of the Company. A worker who is classified as other than a common law employee but who is subsequently reclassified as a common law employee of the Company for any reason and on any basis will be treated as a common law employee only from the date of that determination and will not retroactively be reclassified as an Employee for any purpose of this Plan.

(m) "Exercise Price" shall mean the price at which a Participant may exercise a Stock Option.

(n) "Fair Market Value" shall mean the value of one Common Share on any relevant date, determined under the following rules:

(i) If the Common Shares are traded on an exchange, the reported "closing price" on the relevant date if it is a trading day, otherwise on the next trading day;

(ii) If the Common Shares are traded over-the-counter with no reported closing price, the mean between the lowest bid and the highest asked prices on that quotation system on the relevant date if it is a trading day, otherwise on the next trading day; or

(iii) If neither (i) nor (ii) applies, the fair market value as determined by the Committee in good faith with respect to Incentive Stock Options and the fair market value as determined through the reasonable application of a reasonable valuation method, taking into account all information material to the value of Worthington, that satisfies the requirements of Section 409A of the Code, with respect to Non-Qualified Stock Options.

(o) "Grant Date" shall mean the date as of which an Award is granted to a Participant.

(p) "Incentive Stock Option" shall mean any Stock Option granted pursuant to the provisions of Section 6 of this Plan that is intended to be and is specifically designated as an "incentive stock option" within the meaning of Section 422 of the Code.

(q) "Non-Qualified Stock Option" shall mean any Stock Option granted under Section 6 that is not an Incentive Stock Option.

(r) "Participant" shall mean an Employee or former Employee of the Company who has been granted an Award under this Plan and who has an Award still outstanding.

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(s) "Plan" shall mean this Worthington Industries, Inc. Amended and Restated 2003 Stock Option Plan, as set forth herein and as it may hereafter be amended.

(t) "Retirement" shall mean, unless the Committee specifies otherwise in the Award Agreement, the retirement of the Employee under the Company’s normal policies.

(u) "Stock Option" shall mean an Award to purchase Common Shares granted pursuant to the provisions of Section 6 of this Plan.

(v) "Subsidiary" shall mean any corporation, partnership, limited liability company or other form of entity of which Worthington owns, directly or indirectly, 50% or more of the total combined voting power of all classes of stock, if the entity is a corporation, or of the capital or profits interests, if the entity is a partnership or another form of entity; or any other entity in which Worthington has a 20% or greater direct or indirect equity interest and which is designated as a Subsidiary by the Committee for purposes of the Plan; provided, however that:

(i) No Employee of a Subsidiary may be granted an Incentive Stock Option unless the Subsidiary is also a "subsidiary", as defined in Section 424 of the Code; and

(ii) No Employee of a Subsidiary may be granted a Non-Qualified Stock Option unless the Subsidiary and Worthington would be considered a single employer under Sections 414(b) and 414(c) of the Code, but modified as permitted by Treasury Regulation §1.409A-1(b)(5)(iii)(E)(1).

(w) "Ten-Percent Owner" shall mean any Employee who, at the time an Incentive Stock Option is granted, owns more than 10% of the outstanding voting shares of Worthington or any Subsidiary. For purposes of determining ownership of voting shares, an Employee shall be deemed to own all shares which are attributable to such Employee under Section 424(d) of the Code, including, but not limited to, shares owned, directly or indirectly, by or for the Employee’s brothers and sisters (whether by whole or half blood), spouse, ancestors and lineal descendants.

(x) "Termination" or "Terminated" shall mean, unless otherwise specified by the Committee and reflected in the Award Agreement, cessation of the employee-employer relationship between an Employee and the Company for any reason.

(xi) "Treasury Regulations" shall mean any regulations issued by the Department of Treasury and/or Internal Revenue Service under the Code.

(xii) "Worthington" shall mean Worthington Industries, Inc.

To become a Participant, each Employee receiving an Award must (a) sign an Award Agreement; and (b) comply with any other terms and conditions as may be imposed by the Committee. The prospective recipient of any Award under the Plan shall not, with respect to such Award, be deemed to have become a Participant, or to have any rights with respect to such Award, until and unless such recipient shall have executed an Award Agreement or other instrument evidencing the Award and delivered a fully executed copy thereof to Worthington, and otherwise complied with the then applicable terms and conditions.

(a) Committee Duties. The Committee shall administer the Plan and shall have all powers appropriate and necessary to that purpose. Consistent with the Plan’s objectives, the Committee may adopt, amend and rescind rules and regulations relating to the Plan and has complete discretion to make all other decisions (including whether a Participant has incurred a Disability) and take or authorize actions

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necessary or advisable for the administration and interpretation of the Plan. Any action by the Committee will be final, binding and conclusive for all purposes and upon all persons.

(b) Consistent with the terms of the Plan, the Committee will:

(i) Decide which Employees will be granted Awards; and

(ii) Specify the type of Award to be granted and the terms, not inconsistent with the Plan, upon which an Award will be granted.

(c) Delegation. The Committee may designate persons other than members of the Committee to carry out its responsibilities (including, without limitation, the granting of Awards) under such conditions and limitations as it may prescribe, except that the Committee may not delegate its authority with regard to selection for participation of, and the granting of Awards to, persons subject to Section 16(a) and 16(b) of the Act or Section 162(m) of the Code.

(d) Award Agreement. At the time any Award is made, Worthington will prepare and deliver an Award Agreement to each affected Participant. The Award Agreement will describe:

(i) The type of Award and when and how it may be exercised;

(ii) The effect of exercising the Award; and

(iii) Any other applicable terms and conditions affecting the Award.

(e) Restriction on Repricing. Regardless of any other provision of this Plan, neither the Company nor the Committee may "reprice" (as defined under rules issued by the securities exchange, market or other quotation system on or through which the Common Shares then are listed or traded) any Stock Option without the prior approval of the shareholders of Worthington.

(a) Term of Plan. The Plan became effective on the Effective Date and shall remain in effect until terminated by the Board; provided, however, that no Stock Option may be granted under this Plan more than ten years after the Effective Date and no Incentive Stock Option may be granted later than August 20, 2013.

(b) Common Shares Subject to Plan. The maximum number of Common Shares in respect of which Awards may be granted under the Plan, subject to adjustment as provided in Section 11 of the Plan, is 7,000,000 Common Shares. Notwithstanding the foregoing, in no event shall more than 1,000,000 Common Shares be cumulatively available for Awards of Incentive Stock Options under the Plan. No Participant may be granted Awards under the Plan in any one calendar year with respect to more than 250,000 Common Shares.

For the purpose of computing the total number of Common Shares available for Awards under the Plan, there shall be counted against the foregoing limitations the number of Common Shares subject to issuance upon exercise or settlement of Awards as of the dates on which such Awards are granted. The Common Shares which were previously subject to Awards shall again be available for Awards under the Plan if any such Awards are forfeited, terminated, unexercised before expiration, or settled in cash or otherwise than the issuance of Common Shares. In addition, if Common Shares are used as full or partial payment to Worthington by a Participant of the Exercise Price upon exercise of a Stock Option, the number of Common Shares so used shall again be available for Awards under the Plan.

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Common Shares which may be issued under this Plan may be either authorized and unissued Common Shares or previously issued Common Shares which have been reacquired by Worthington. No fractional Common Shares shall be issued under the Plan.

(a) Eligibility. Persons eligible for Awards under the Plan shall consist of all Employees of the Company.

(b) Stock Options. Stock Options may be granted under the Plan by the Committee in the form of Incentive Stock Options or Non-Qualified Stock Options, and such Stock Options shall be subject to the following terms and conditions and such additional terms and conditions, not inconsistent with the express provisions of this Plan, as the Committee shall deem desirable:

(i) Exercise Price. The Exercise Price per Common Share purchasable upon exercise of a Stock Option shall be determined by the Committee at the time of grant, but in no event shall the Exercise Price of a Stock Option be less than 100% of the Fair Market Value of the Common Shares on the Grant Date of such Stock Option; provided, however, that the Exercise Price shall not be less than 110% of the Fair Market Value of the Common Shares on such Grant Date with respect to any Incentive Stock Option granted to a Ten-Percent Owner.

(ii) Vesting. Unless otherwise specified by the Committee and reflected in the Award Agreement, a Participant may not exercise a Stock Option granted under the Plan prior to that date which is 12 months after the Grant Date. Unless otherwise determined by the Committee, the Participant may exercise such Stock Option as follows:

(A) At any time after such 12 months, as to 20% of the Common Shares originally subject to the Stock Option;

(B) At any time after 24 months from the Grant Date, as to 40% of the Common Shares originally subject to the Stock Option;

(C) At any time after 36 months from the Grant Date, as to 60% of the Common Shares originally subject to the Stock Option;

(D) At any time after 48 months from the Grant Date, as to 80% of the Common Shares originally subject to the Stock Option; and

(E) At any time after 60 months from the Grant Date, as to 100% of the Common Shares originally subject to the Stock Option.

(iii) Stock Option Term. Unless otherwise specified by the Committee and reflected in the Award Agreement, each Stock Option shall expire ten years after the Grant Date; provided that any Incentive Stock Option granted to a Ten-Percent Owner shall expire no later than five years after the Grant Date.

Subject to the other provisions of this Plan, any Stock Option which becomes exercisable s