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California		5051		95-1142616
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

David R. Decker, Esq.		William S. Johnson		Mark A. Conley, Esq.
J. Brett Pritchard, Esq.		Vice President, Chief Financial		Katten Muchin Rosenman LLP
Lord, Bissell & Brook LLP		Officer and Secretary		2029 Century Park East, Suite 2600
300 S. Grand Avenue, Suite 800		Earle M. Jorgensen Company		Los Angeles, California 90067
Los Angeles, California 90071		10650 Alameda Street		(310) 788-4400
(213) 485-1500		Lynwood, California 90262 (323) 567-1122

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David M. Roderick Chairman of the Board Earle M. Jorgensen Company		Maurice S. Nelson, Jr. Chief Executive Officer Earle M. Jorgensen Company

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	(1) allow you to consider and vote on a proposal to adopt and approve an Agreement and Plan of Merger, or merger agreement, dated as of January 17, 2006, by and among EMJ, Reliance Steel & Aluminum Co., or Reliance, and RSAC Acquisition Corp., a newly-formed wholly-owned subsidiary of Reliance, or RSAC, pursuant to which EMJ will merge with and into RSAC, with RSAC as the surviving corporation; and
	(2) transact any other business that may properly come before the special meeting or any adjournment or postponement of the special meeting.

	•	by completing, signing, dating and returning the enclosed proxy card(s) in the envelope provided,
	•	by telephone, or
	•	over the Internet.

	By order of the Board of Directors
	William S. Johnson
	VICE PRESIDENT, CHIEF FINANCIAL OFFICER
	AND SECRETARY

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Reliance Steel & Aluminum Co.		Earle M. Jorgensen Company
350 South Grand Avenue, Suite 5100		10650 Alameda Street
Los Angeles, California 90071		Lynwood, California 90262
Attention: Investor Relations		Attention: Investor Relations
Telephone: (213) 687-7700		Telephone: (323) 567-1122
Website: www.rsac.com		Website: www.emjmetals.com

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			Page
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING				1
About the Merger				1
About the Special Meeting				1
How to get More Information				3
SUMMARY OF THE PROXY STATEMENT/ PROSPECTUS				5
The Companies				5
Structure of the Merger				6
What You Will Receive				6
Recommendation of EMJ’s Board of Directors				8
EMJ’s Reasons for the Merger				8
Fairness Opinions				9
The EMJ Special Meeting				9
Transaction-Related Costs and Financing Arrangements				11
Conditions to Closing				11
Termination of the Merger Agreement				12
Termination Fee to be Paid by EMJ				12
EMJ Prohibited From Soliciting Other Offers				13
Restrictions on Sale of Shares by Affiliates of EMJ and Reliance				13
Regulatory Matters Relating to the Merger				13
Material U.S. Federal Income Tax Consequences				13
Accounting Treatment				14
Appraisal Rights for EMJ Stockholders				14
Comparative Market Prices and Dividends				14
Surrender of EMJ Stock Certificates				14
SELECTED CONSOLIDATED HISTORICAL FINANCIAL AND OTHER DATA OF RELIANCE				15
SELECTED CONSOLIDATED HISTORICAL FINANCIAL AND OTHER DATA OF EMJ				17
SELECTED UNAUDITED PRO FORMA COMBINED FINANCIAL DATA				22
COMPARATIVE UNAUDITED PER SHARE DATA				23
COMPARATIVE MARKET PRICES AND DIVIDENDS				25
	Comparative Market Prices			25
	EMJ Equivalent Per Share Price			26
	Dividends			26
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS				28
RISK FACTORS				30
	Risks Relating to the Merger			30
	Risks Relating to Reliance After the Merger			33
THE EMJ SPECIAL MEETING				41
	Date, Time and Place of the Special Meeting			41
	Purpose of the Special Meeting			41
	Board Recommendation			41
	Who May Vote			41
	Outstanding Shares and Quorum			41

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			Page
	How Proxies Work			42
	Returning a Signed Proxy without Voting Instructions			42
	How EMJ Solicits Proxies			42
	How to Vote Your Shares			42
	Voting Shares in the Earle M. Jorgensen Retirement Savings Plan			43
	Revoking a Proxy			43
	Confidential Voting			44
	Effects of Abstentions and Broker Non-Votes			44
	Vote Required			44
	Adjournments and Postponements			44
	Householding			45
	Stockholders should NOT send stock certificates with their proxy cards			45
THE MERGER				46
	General			46
	Background of the Merger			46
	EMJ’s Reasons for the Merger			50
	Recommendation of EMJ’s Board of Directors			52
	Opinion of Credit Suisse Securities (USA) LLC to EMJ’s Board of Directors			52
	Opinion of Duff & Phelps Securities, LLC to EMJ’s Board of Directors			57
	Reliance’s Reasons for the Merger			67
	Management and Operations Following the Merger			68
	Interests of EMJ’s Directors and Executive Officers in the Merger			68
	Transaction-Related Costs and Financing Arrangements			71
	EMJ’s Financing Arrangements			72
	Regulatory Matters			72
	Accounting Treatment			73
	Restrictions on Sale of Shares by Affiliates of EMJ and Reliance			73
	Stock Market Listing			74
THE MERGER AGREEMENT				75
	Structure of the Merger			75
	Merger Consideration			75
	Treatment of EMJ Stock Options and Other Equity-Based Awards			76
	Closing and Effective Time of the Merger			77
	Surrender of EMJ Stock Certificates			77
	Dividends			77
	Representations and Warranties			77
	Operations Before Completion of the Merger			78
	No Solicitation			80
	Termination of the Merger Agreement			82
	Additional Covenants			83

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			Page
	Conditions to Closing			85
	Amendments, Extensions and Waivers			86
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES				87
	General			87
	Exchange of EMJ Common Stock for Reliance Common Stock and Cash			88
	Cash in Lieu of Fractional Shares			89
	Backup Withholding and Information Reporting			89
THE VOTING AGREEMENT				90
INFORMATION ABOUT RELIANCE				91
	General			91
	Management and Additional Information			91
INFORMATION ABOUT EMJ				92
	General			92
	Management and Additional Information			92
RELIANCE UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION				93
RELIANCE STEEL & ALUMINUM CO. UNAUDITED PRO FORMA COMBINED BALANCE SHEET				94
RELIANCE STEEL & ALUMINUM CO. NOTES TO UNAUDITED PRO FORMA COMBINED BALANCE SHEET				95
RELIANCE STEEL & ALUMINUM CO. UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME				96
RELIANCE STEEL & ALUMINUM CO. UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME				97
RELIANCE STEEL & ALUMINUM CO. NOTES TO UNAUDITED PRO FORMA COMBINED STATEMENTS OF INCOME				98
DESCRIPTION OF RELIANCE CAPITAL STOCK				100
	Reliance Common Stock			100
	Reliance Preferred Stock			100
COMPARISON OF STOCKHOLDERS’ RIGHTS				101
	Authorized Capital Stock			101
	Number of Directors			101
	Classification of Board of Directors			102
	Cumulative Voting			102
	Removal of Directors			102
	Filing of Vacancies on the Board of Directors			103
	Special Meetings of the Board			103
	Special Meetings of the Shareholders			103
	Stockholder Proposals and Nominations			104
	Advance Notice Provisions for Meetings of Shareholders			105
	Action by Written Consent of the Shareholders			105
	Proxies			105
	Charter Amendment			105
	Amendment of Bylaws			106
	Dividends and Repurchases of Shares			106
	Appraisal and Dissenters’ Rights			107

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			Page
	Liability and Indemnity			108
	Indemnity Insurance			108
	Preemptive Rights			109
	Certain Business Combination Restrictions			109
	Vote on Extraordinary Corporate Transactions			110
	Fiduciary Duties of Directors			111
	Interested Party Transactions			111
	Shareholder Suits			112
	Inspection of Books and Records			112
	Stockholder Rights Plan			112
APPRAISAL RIGHTS FOR EMJ STOCKHOLDERS				114
EXPERTS				116
LEGAL MATTERS				116
OTHER MATTERS				116
EMJ 2006 ANNUAL MEETING STOCKHOLDER PROPOSALS				116
WHERE YOU CAN FIND MORE INFORMATION				116
LIST OF ANNEXES
Annex A — Agreement and Plan of Merger, dated as of January 17, 2006, by and among Earle M. Jorgensen Company, Reliance Steel & Aluminum Co. and RSAC Acquisition Corp.				A-1
Annex B — Voting Agreement, dated as of January 17, 2006, by and among Reliance Steel & Aluminum Co. and each of the stockholders of Earle M. Jorgensen Company whose names appear on the signature pages of the Voting Agreement				B-1
Annex C — Opinion of Credit Suisse Securities (USA) LLC				C-1
Annex D — Opinion of Duff & Phelps Securities, LLC				D-1
Annex E — Section 262 of the Delaware General Corporation Law				E-1
Exhibit 2.2
Exhibit 8.1
Exhibit 8.2
Exhibit 23.1
Exhibit 23.2
Exhibit 99.3

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Q:		What is the purpose of the special meeting?
A:		Reliance Steel & Aluminum Co., or Reliance, is proposing to acquire EMJ. You are being asked to vote to adopt and approve the Agreement and Plan of Merger, or the merger agreement, dated as of January 17, 2006, by and among EMJ, Reliance and RSAC Acquisition Corp, or RSAC, through which EMJ will become a wholly-owned subsidiary of Reliance. Upon completion of the merger, EMJ common stock will no longer be publicly traded, and you will receive consideration, consisting of cash and a fraction of a share of Reliance common stock, for each share of EMJ common stock you hold. As part of the merger, RSAC will change its name to Earle M. Jorgensen Company. For more information concerning the merger consideration, please see the section entitled “Summary of the Proxy Statement/ Prospectus — What You Will Receive” beginning on page 6 of this proxy statement/ prospectus.
Q:		What is this document?
A:		EMJ’s board of directors is using this document as a proxy statement to solicit proxies from the holders of EMJ common stock for use at the special meeting. In addition, Reliance is sending this document to EMJ stockholders as a prospectus in connection with the issuance of registered shares of Reliance common stock in exchange for shares of EMJ common stock in the merger.
Q:		Does EMJ’s board of directors recommend that EMJ stockholders vote “FOR” the merger agreement?
A:		Yes. EMJ’s board of directors unanimously recommends that EMJ stockholders vote “FOR” the adoption and approval of the merger agreement. To review the board’s reasons for recommending the merger agreement, please see the section entitled “The Merger — EMJ’s Reasons for the Merger” and “The Merger — Recommendation of EMJ’s Board of Directors” beginning on page 52 of this proxy statement/ prospectus.
Q:		When do you expect to complete the merger?
A:		We expect to complete the merger as soon as possible after EMJ stockholders adopt and approve the merger agreement at the special meeting and after the satisfaction or waiver of all other conditions to the merger, which are described in this proxy statement/prospectus. We expect the merger to be completed in early April 2006.

Q:		When and where is the EMJ special meeting?
A:		The EMJ special meeting will take place on March 31, 2006, at 9:00 a.m., local time, and will be held at EMJ’s headquarters located at 10650 Alameda Street, Lynwood, California.

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Q:		Who is entitled to vote at the special meeting?
A:		Holders of record of EMJ common stock at the close of business on March 2, 2006, which is the date EMJ’s board of directors has fixed as the record date for the special meeting, are entitled to vote at the special meeting.
Q:		What is the required vote to adopt and approve the merger agreement?
A:		For the merger to occur, the merger agreement must be adopted and approved by the holders of a majority of the outstanding shares of EMJ common stock. As a condition to the signing of the merger agreement, Reliance required certain EMJ stockholders that hold approximately 50.1% of the outstanding EMJ common stock to enter into a voting agreement to vote all of their shares in favor of the adoption and approval of the merger agreement. Therefore, unless the voting agreement is terminated prior to the special meeting in accordance with its terms, you should expect that the merger agreement will be approved at the special meeting regardless of the votes of any other EMJ stockholders. For additional information regarding the voting agreement, including the termination provisions, please see the summary of the voting agreement under “The Voting Agreement” beginning on page 90.

Q:		How do I vote shares I own directly?
A:		You can vote in person at the special meeting or you can vote by telephone, on the Internet or by mail as described below. Votes by telephone or the Internet must be received by 11:59 p.m., Eastern Time, March 30, 2006. We recommend that you vote by proxy, even if you plan to attend the special meeting. If you abstain from voting or do not vote your shares, it will have the same effect as voting against the adoption and approval of the merger agreement.
		If your shares are held in your name, you can vote by proxy as follows:
		• By telephone: Use the toll-free number listed on the proxy card. Easy-to-follow voice prompts allow you to vote your shares.
		• By Internet: The Website for Internet voting is listed on the proxy card.
		• By mail: Complete, sign, date and return your proxy card in the enclosed pre-addressed, postage-paid envelope.
		The telephone and Internet voting procedures use a control number that appears on your proxy card to authenticate you as a stockholder of record and to allow you to confirm that your voting instructions have been correctly recorded. If you vote by telephone or Internet, you do not need to return the proxy card.
Q:		How do I vote shares I hold through a nominee?
A:		If you hold shares through someone else, such as a stockbroker, bank or other nominee, you will receive material from that firm asking how you want to vote. You can complete the firm’s voting form and return it to the firm. If the firm offers telephone or Internet voting, the voting form will contain instructions on how to access those voting methods. If you do not provide your broker, bank or nominee with instructions on how to vote your shares, your broker, bank or other nominee will not be permitted to vote your shares on the merger agreement, which will have the same effect as voting against the adoption and approval of the merger agreement. Therefore, you should be sure to provide your broker, bank or other nominee with instructions on how to vote your shares.
		If you intend to vote your nominee shares in person at the special meeting, you must bring to the special meeting an account statement or letter from the nominee indicating that you beneficially owned the shares on March 2, 2006, the record date for voting.

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Q:		How do I vote shares I hold in the Earle M. Jorgensen Retirement Savings Plan?
A:		If you hold EMJ common stock in the Earle M. Jorgensen Retirement Savings Plan, the trustee will vote those shares as you direct through your voting instructions via telephone, Internet or the enclosed proxy voting instruction card to T. Rowe Price Trust Company, as trustee. Your proxy voting instruction card (or any revocation of your prior proxy voting instruction card) must be received by the trustee by 5:00 p.m., Eastern Time, on March 29, 2006. If the trustee does not receive timely voting instructions from you, the trustee will vote all shares in the retirement savings plan for which it did not receive voting directions in the same proportion as the votes of the retirement savings plan shares for which it received timely voting directions from other participants in the retirement savings plan.
Q:		May I change my vote after I submitted my proxy?
A:		Yes. If you are the stockholder of record, you may change your vote in one of the following ways before your proxy is voted at the special meeting:
		• submit to the Secretary of EMJ a revocation letter with a later date than your proxy card;
		• deliver, no later than 11:59 p.m., Eastern Time, on March 30, 2006, a second completed and signed proxy card dated later than the first signed proxy card;
		• vote at a later time, but no later than 11:59 p.m., Eastern Time, on March 30, 2006, by telephone or the Internet; or
		• attend the special meeting and vote in person.
		If you hold your shares through a broker, bank or other nominee, you may later revoke your proxy instructions by informing such firm in accordance with the firm’s procedures.
		If you hold your shares through the retirement savings plan, you must:
		• deliver, no later than 5:00 p.m., Eastern Time, on March 29, 2006, a second completed and signed proxy voting instruction card dated later than the first signed proxy voting instruction card; or
		• vote at a later time, but no later than 5:00 p.m., Eastern Time, on March 29, 2006, by telephone or the Internet.
Q:		Do I need to attend the special meeting in person?
A:		No. It is not necessary for you to attend the special meeting to vote your shares if EMJ has previously received your proxy, although you are welcome to attend.
Q:		Should I send in my EMJ stock certificates with my proxy card?
A:		No. Please do not send your EMJ stock certificates with your proxy card. After the merger is completed, Computershare Investor Services, acting as our exchange/paying agent, will send you instructions (including a letter of transmittal) explaining how to exchange your shares of EMJ common stock for the appropriate number of shares of Reliance common stock and cash.
Q:		What if I receive more than one proxy card or proxy voting instruction card for the special meeting?
A:		This may mean that your shares of EMJ common stock are held in different ways or in more than one account. Please complete, sign, date and return by one of the methods described herein all proxy cards or proxy voting instruction cards you receive to ensure that all of your shares of EMJ common stock are voted at the special meeting.

Q:		Where can I find more information about Reliance and EMJ?
A:		Much of the business and financial information about Reliance and EMJ that may be important to you is not included in this proxy statement/ prospectus. Instead, this information is incorporated by reference to documents separately filed with the Securities and Exchange Commission, or the SEC, by

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		Reliance and EMJ. This means that Reliance and EMJ may satisfy their disclosure obligations to you by referring you to documents separately filed with the SEC by them. See “Where You Can Find More Information” beginning on page 116, for a list of documents that Reliance and EMJ have incorporated by reference into this proxy statement/ prospectus and for instructions on how to obtain copies of these documents. Note that among the documents incorporated by reference will be Reliance’s Annual Report on Form 10-K for the year ended December 31, 2005, which is expected to be available on the SEC’s and Reliance’s Websites on March 15, 2006. The documents are available to you without charge.
Q:		Whom do I call if I have questions about the merger or the special meeting?
A:		If you have any questions about the merger or the special meeting or if you need additional copies of this proxy statement/ prospectus or the enclosed proxy card, you should contact EMJ’s Secretary, William S. Johnson, at (323) 567-1122.

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			Year Ended December 31,																				Nine Months Ended
			2004				2003				2002				2001				2000				9/30/05				9/30/04
			(In thousands, except per share data)
Income Statement Data:(1)
Net sales			$	2,943,034			$	1,882,933			$	1,745,005			$	1,656,974			$	1,726,665			$	2,498,373			$	2,200,215
Cost of sales				2,110,848				1,372,310				1,268,251				1,194,512				1,256,997				1,831,474				1,569,396
Gross profit				832,186				510,623				476,754				462,462				469,668				666,899				630,819
Operating expenses(2)				525,306				430,493				406,479				371,006				339,319				407,039				391,009
Operating profit				306,880				80,130				70,275				91,456				130,349				259,860				239,810
Other income (expense):
	Interest expense			(28,690	)			(26,745	)			(22,605	)			(26,738	)			(26,068	)			(19,290	)			(21,816	)
	Other income, net			4,168				2,837				3,266				3,796				3,410				2,709				2,376
	Amortization expense(3)			(3,208	)			(2,304	)			(1,355	)			(8,641	)			(7,411	)			(3,380	)			(2,413	)
Equity earnings of 50%-owned company				—				—				263				286				2,307				—				—
Minority interest				(9,182	)			938				(124	)			—				—				(6,271	)			(8,898	)
Income before income taxes				269,968				54,856				49,720				60,159				102,587				233,628				209,059
Provision for income taxes				(100,240	)			(20,846	)			(19,553	)			(23,823	)			(40,268	)			(88,779	)			(82,283	)
Net income			$	169,728			$	34,010			$	30,167			$	36,336			$	62,319			$	144,849			$	126,776
Earnings per Share:
Income from continuing operations — diluted			$	5.19			$	1.07			$	0.95			$	1.28			$	2.28			$	4.38			$	3.88
Income from continuing operations — basic			$	5.23			$	1.07			$	0.95			$	1.28			$	2.29			$	4.40			$	3.91
Weighted average common shares outstanding — diluted				32,675				31,866				31,799				28,470				27,289				33,063				32,641
Weighted average common shares outstanding — basic				32,480				31,853				31,687				28,336				27,215				32,889				32,429

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		Year Ended December 31,																				Nine Months Ended
		2004				2003				2002				2001				2000				9/30/05				9/30/04
		(In thousands, except per share data)
Other Data:
EBITDA(4)		$	343,285			$	118,471			$	100,871			$	119,234			$	156,747			$	287,724			$	264,021
Cash flow from operations			121,768				107,820				90,638				104,038				25,803				165,168				31,170
Capital expenditures			35,982				20,909				18,658				24,539				30,379				34,314				27,695
Cash dividends per share			0.26				0.24				0.24				0.24				0.22				0.28				0.19

		As of December 31,																				As of September 30,
		2004				2003				2002				2001				2000				2005				2004
		(In thousands)
Balance Sheet Data:
Working capital		$	444,449			$	341,762			$	390,201			$	379,669			$	347,659			$	510,454			$	478,849
Total assets			1,563,331				1,369,424				1,139,758				1,082,502				997,243				1,728,216				1,604,600
Long-term debt			380,850				469,250				344,080				331,975				421,825				370,817				478,850
Shareholders’ equity			822,552				647,619				610,435				583,561				403,039				967,501				777,882

(1)	Does not include financial results of American Steel, L.L.C. for the years ended December 31, 2000 and 2001 and the period January 1, 2002 to April 30, 2002 because Reliance accounted for its 50% investment by the equity method, and therefore Reliance excluded 50% of American Steel’s earnings from its net income and earnings per share amounts. Effective May 1, 2002, Reliance began consolidating American Steel’s financial results due to an amendment to American Steel’s operating agreement, which gave Reliance 50.5% of the ownership units and eliminated all super- majority and unanimous voting rights, among other changes.
(2)	Operating expenses include warehouse, delivery, selling, general and administrative expenses and depreciation expense.
(3)	Amortization expense included the amortization expense related to goodwill in the years ended December 31, 2000 and 2001.
(4)	EBITDA is defined as the sum of income before interest expense, income taxes, depreciation expense and amortization of intangibles (including goodwill). We believe that EBITDA is commonly used as a measure of performance for companies in our industry and is frequently used by analysts, investors, lenders and other interested parties to evaluate a company’s financial performance and its ability to incur and service debt while providing useful information. EBITDA should not be considered in isolation or as a substitute for consolidated statements of income and cash flows data prepared in accordance with accounting principles generally accepted in the United States and should not be construed as an indication of a company’s operating performance or as a measure of liquidity. EBITDA as measured in this proxy statement/ prospectus is not necessarily comparable with similarly titled measures for other companies.

		Year Ended December 31,																				Nine Months Ended
		2004				2003				2002				2001				2000				9/30/05				9/30/04
		(In thousands)
Income before income taxes		$	269,968			$	54,856			$	49,720			$	60,159			$	102,587			$	233,628			$	209,059
Interest expense			28,690				26,745				22,605				26,738				26,068				19,290				21,816
Depreciation and amortization expense			44,627				36,870				28,546				32,337				28,092				34,806				33,146
EBITDA		$	343,285			$	118,471			$	100,871			$	119,234			$	156,747			$	287,724			$	264,021

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			Year Ended March 31,																				Nine Months Ended
			2005				2004				2003				2002				2001				12/30/05				12/31/04
			(In thousands, except per share data)
Statement of Operations Data:
Revenues			$	1,608,890			$	1,040,367			$	919,927			$	895,058			$	1,059,681			$	1,285,706			$	1,152,589
Costs of goods sold				1,184,871				754,266				658,562				641,991				767,263				955,866				828,735
Gross profit				424,019				286,101				261,365				253,067				292,418				329,840				323,854
Expenses(1)				289,318				216,609				210,250				204,684				228,498				197,228				220,091
Income from operations				134,701				69,492				51,115				48,383				63,920				132,612				103,763
Net interest expense(2)				75,760				89,927				82,486				72,433				69,951				41,413				61,976
Income tax expense (benefit)(3)				(38,562	)			3,127				1,500				455				1,223				31,574				3,713
Net income(loss)			$	97,503			$	(23,562	)		$	(32,871	)		$	(24,505	)		$	(7,254	)		$	59,625			$	38,074
Net income(loss) available to common stockholders (3)(4)			$	91,993			$	(34,190	)		$	(42,601	)		$	(34,402	)		$	(15,438	)		$	59,625			$	32,564
Net income (loss) available to common stockholders per share(3)(5)
	Basic		$	7.64			$	(2.96	)		$	(3.60	)		$	(2.78	)		$	(1.23	)		$	1.22			$	2.83
	Diluted		$	5.73			$	(2.96	)		$	(3.60	)		$	(2.78	)		$	(1.23	)		$	1.18			$	2.10
Weighted average shares outstanding(5)
	Basic			12,039				11,555				11,820				12,365				12,548				48,998				11,508
	Diluted			16,042				11,555				11,820				12,365				12,548				50,714				15,536

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			Year Ended March 31,																				Nine Months Ended
			2005				2004				2003				2002				2001				12/30/05				12/31/04
			(In thousands, except per share and tonnage data)
Pro forma information (unaudited):
Pro forma net income available to common stockholders(6)			$	81,896
Pro forma net income available to common stockholders per share(7)
	Basic		$	1.66
	Diluted		$	1.62
Pro forma weighted average shares outstanding
	Basic			49,359
	Diluted			50,428
Cash Flow Data:
Capital expenditures			$	22,975			$	10,530			$	15,335			$	24,531			$	14,475			$	24,399			$	19,606
Purchase of stock, net				13,158				5,781				10,587				14,963				5,514				—				9,866
Other Data (unaudited):
EBITDA(8)			$	146,422			$	80,776			$	62,484			$	59,832			$	74,955			$	140,866			$	112,543
COLI effect(9)				(861	)			(561	)			(1,752	)			(1,738	)			(2,374	)			(3,275	)			(3,804	)
Revenues per employee(10)				962				639				539				496				517				744				688
EBITDA per employee(8)(10)				88				50				37				33				37				81				67
Average number of employees				1,672				1,628				1,706				1,805				2,051				1,729				1,675
Tons shipped				769,879				662,213				603,310				581,243				679,610				586,000				571,000

		March 31,																				December 30,				December 31,
		2005				2004				2003				2002				2001				2005				2004
		(In thousands)
Balance Sheet Data:
Cash and cash equivalents		$	19,994			$	15,646			$	45,413			$	21,372			$	23,779			$	9,873			$	6,133
Total working capital			185,759				129,252				165,897				146,800				149,501				263,597				222,691
Total assets			658,841				537,191				516,580				444,506				484,625				657,769				629,107
Total debt(11)			516,889				535,111				543,077				471,376				420,064				285,896				592,630
Total stockholders’ equity (deficit)			(186,173	)			(273,295	)			(245,171	)			(202,690	)			(160,197	)			143,951				(241,014	)

(1)	Expenses include restructuring charges aggregating $3,320 and $1,861 for the fiscal years ended March 31, 2001 and 2002 in connection with workforce reductions and consolidations and losses from the sale of significant assets in those fiscal years and a special compensation charge of $2,000 in connection with a payment to EMJ’s chief executive officer in fiscal 2001.
(2)	Net interest expense includes amortization and write-off of debt issue costs aggregating $1,482, $1,792, $1,416, $1,323, $1,756, $989 and $988 for the fiscal years ended March 31, 2001, 2002, 2003, 2004 and 2005 and the nine months ended December 31, 2004 and December 30, 2005, respectively, net of interest income of $1,179, $164, $394, $159, $40, $25 and $154 for the fiscal years ended March 31, 2001, 2002, 2003, 2004 and 2005 and the nine months ended December 31, 2004 and December 30, 2005, respectively.
(3)	Income taxes for fiscal years 2001, 2002, 2003 and 2004 primarily represent certain foreign and state taxes on income due to the fact that a valuation allowance was established against deferred tax assets. For fiscal year 2005 EMJ recognized a tax benefit for the reduction of its valuation allowance for deferred tax assets of $56,303. Income taxes for the first nine months of fiscal 2006 represent the federal, state and Canadian income taxes.

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(4)	The adjustments to net income (loss) are approximately $(8,184), $(9,897), $(9,730), $(10,628), $(5,510), $(5,510) and $0 for fiscal years 2001, 2002, 2003, 2004 and 2005 and the nine months ended December 31, 2004 and December 30, 2005, respectively. The adjustments consist of dividends accrued for the Earle M. Jorgensen Holding Company, Inc., or Holding, series A preferred stock and dividends declared and paid-in-kind for the Holding series B preferred stock.
(5)	The basic and diluted per share information is computed based on the weighted average number of shares of common stock outstanding for each reported period. The computation of diluted per share information includes the dilutive effect of common stock equivalents for outstanding options and warrants exercisable for shares of common stock using the treasury stock method. Upon completion of the merger and financial restructuring in April 2005 all shares of Holding common stock were converted to shares of EMJ common stock. The inclusion of common stock equivalents for all periods presented prior to the year ended March 31, 2005 was antidilutive.
(6)	The adjustments to pro forma net income available to common stockholders include $(21,442) relating to the interest on the Holding notes, $37,049 income tax benefit related to Holding and $(5,510) dividends declared and paid-in-kind for the Holding series B preferred stock.

	Reconciliation of pro forma net income available to common stockholders of EMJ to reported income (loss) available to common stockholders after giving effect to the merger and financial restructuring on April 20, 2005 is as follows:

			Year Ended
			March 31, 2005
			(in thousands)
Pro forma net income of EMJ			$	81,896
Adjustments for the effect of the merger and financial restructuring:
	Interest on subordinated debt, net			(21,442	)
	Preferred dividends			(5,510	)
	Tax benefit			37,049
Reported net income (loss) available to common stockholders after giving effect to the merger and financial restructuring			$	91,993

(7)

The adjustments to pro forma basic per share information reflects per share information as discussed in note 5, above, and shares of EMJ common stock issued upon completion of the merger and financial restructuring and initial public offering as follows: 12,997,890 shares for the Holding notes; 2,377,358 shares for the Holding series A preferred stock; 1,409,751 shares for the Holding series B preferred stock; 2,934,977 shares for the Holding warrants; 12,038,898 weighted average shares for the Holding common stock converted one to one in the merger and financial restructuring to EMJ common stock; and 17,600,000 shares issued in the initial public offering. The computation of pro forma diluted per share information includes the dilutive effect of common stock equivalents for outstanding options exercisable for shares of common stock.

	Change in shares from giving effect to the merger and financial restructuring and the initial public offering:

			Year Ended
			March 31, 2005
			(In thousands,
			except per
			share data)
Holding common shares converted to EMJ common shares one-to-one				11,197
Exchange consideration for debt and equity securities				19,720
Initial public offering shares issued				17,600
Total shares outstanding at end of period if merger and financial restructuring and initial public offering happened during the period				48,517
Pro forma earnings per share based on historical net income of EMJ
	Basic		$	1.66
	Diluted		$	1.62
Pro forma weighted outstanding shares
	Basic			49,359
	Diluted			50,428

(8)	“EBITDA” represents net income before net interest expense, provision for income taxes and depreciation and amortization. Consistent with Item 10(e) of Regulation S-K promulgated under the Securities Act of 1933, as

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amended, or the Securities Act, EMJ’s EBITDA has not been adjusted to exclude any other non-cash charges or liabilities, such as LIFO (last-in-first-out) adjustments of $887, $590, $(3,354), $14,343, $74,164, $42,505 and $9,677 and postretirement benefits aggregating $11, $249, $498, $619, $822, $611 and $636 for the fiscal years ended March 31, 2001, 2002, 2003, 2004 and 2005 and the nine months ended December 31, 2004 and December 30, 2005, respectively. In addition, EMJ’s EBITDA has not been adjusted for the following items: provisions for workforce reductions and consolidations and losses from the sale of significant assets aggregating $3,320 and $1,861 for the fiscal years ended March 31, 2001 and 2002, respectively; special compensation of $2,000 payable to EMJ’s chief executive officer in fiscal 2001; excise tax of $1,919 related to an IRS settlement in fiscal 2002; and a loss of $12,278 related to early retirement of debt in fiscal 2003. EMJ believes EBITDA is useful to investors because it is frequently used by securities analysts, investors and other interested parties in the evaluation of company performance in the industry. EMJ’s management believes that EBITDA is useful in evaluating EMJ’s operating performance between periods and compared to that of EMJ’s competitors because the calculation of EBITDA generally eliminates the effects of financing and income taxes and the accounting effects of capital spending and acquisitions, which items may vary between periods and for different companies for reasons unrelated to overall operating performance. As a result, EMJ’s management uses EBITDA as a significant component when measuring EMJ’s performance in connection with determining incentive compensation. EBITDA is not a recognized measure of operating income, financial performance or liquidity under U.S. generally accepted accounting principles. The items excluded from EBITDA are significant components in understanding and assessing financial performance. Therefore, while providing useful information, EMJ’s EBITDA should not be considered in isolation or as a substitute for consolidated statement of operations and cash flow data prepared in accordance with U.S. generally accepted accounting principles and should not be construed as an indication of a company’s operating performance or as a measure of liquidity. In addition, it should be noted that companies calculate EBITDA differently and, therefore, EBITDA as presented for EMJ may not be comparable to EBITDA reported by other companies. A reconciliation of net income to EBITDA for each of the respective periods indicated is as follows:

			Year Ended March 31,																				Nine Months Ended
			2005				2004				2003				2002				2001				12/30/05				12/31/04
			(In thousands)
Reconciliation of EBITDA:
Net income			$	97,503			$	(23,562	)		$	(32,871	)		$	(24,505	)		$	(7,254	)		$	59,625			$	38,074
Depreciation and amortization				11,721				11,284				11,369				11,449				11,035				8,254				8,780
Net interest expense				75,760				89,927				82,486				72,433				69,951				41,413				61,976
Provision for income taxes				(38,562	)			3,127				1,500				455				1,223				31,574				3,713
	EBITDA		$	146,422			$	80,776			$	62,484			$	59,832			$	74,955			$	140,866			$	112,543

(9)

EMJ is the owner and beneficiary of life insurance policies, or the COLI policies, on (1) all former non-union employees of a predecessor company, including certain current employees of EMJ, and (2) key man life insurance policies on certain current and former executives of EMJ. The effect of these company owned life insurance policies on EMJ’s pre-tax income consists of premium expense, policy dividend growth, and proceeds (death benefits) (which are reported as general and administrative expense) and policy interest expense on policy borrowings (which is reported as a component of interest expense). Under current U.S. federal tax law, the policy

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		dividend growth is not currently taxable, the premium is non-deductible, the proceeds (death benefits) are tax exempt and the interest is deductible up to 96% of the contract rate.

			Year Ended March 31,																				Nine Months Ended
			2005				2004				2003				2002				2001				12/30/05				12/31/04
			(In thousands)
Calculation of COLI effect:
Cash surrender value-policy dividend growth			$	22,200			$	17,751			$	17,156			$	13,521			$	13,010			$	13,752			$	15,381
Cash surrender value-insurance premiums				(3,661	)			(3,081	)			(2,866	)			(2,325	)			(2,217	)			(3,147	)			(2,756	)
Proceeds (death benefits)				2,967				4,851				1,754				3,062				1,230				4,631				318
Total operating income impact of COLI				21,506				19,521				16,044				14,258				12,023				15,236				12,943
Cash surrender value-interest				(22,367	)			(20,082	)			(17,796	)			(15,996	)			(14,397	)			(18,511	)			(16,747	)
	Total pre-tax income impact of COLI		$	(861	)		$	(561	)		$	(1,752	)		$	(1,738	)		$	(2,374	)		$	(3,275	)		$	(3,804	)

(10)	Calculated based on the average number of employees during the applicable period.
(11)	Long-term debt includes $149,880, $178,481, $212,540, $225,373, $245,882, $245,882 and $0 for fiscal 2001, 2002, 2003, 2004 and 2005 and the nine months ended December 31, 2004 and December 30, 2005, respectively, related to the Variable Rate Senior Notes paid in cash and shares of EMJ common stock upon completion of EMJ’s initial public offering on April 20, 2005.

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						Twelve Months
		Nine Months Ended				Ended
		September 30,				December 31,
		2005				2004
		(In millions, except per share amounts)
Net sales		$	3,811.6			$	4,417.7
Income before income taxes			286.3				315.0
Net income from continuing operations(1)			177.5				186.8
Earnings per common share from continuing operations — diluted		$	4.73			$	5.03
Earnings per common share from continuing operations — basic		$	4.75			$	5.05

(1)	The twelve months ended December 31, 2004 amount is net of $8.5 million of preferred dividends.

		September 30,
		2005
		(In millions)
Total assets		$	3,186.6
Long-term debt and capital lease obligations (less current portions)			1,079.3

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							As of and for the
			As of and for the				Twelve Months
			Nine Months Ended,				Ended,
			September 30, 2005				December 31, 2004
Reliance historical per common share data:
	Earnings per common share from continuing operations — diluted		$	4.38			$	5.19
	Earnings per common share from continuing operations — basic			4.40				5.23
	Cash dividends per common share			.28				.26
	Book value per common share at end of period(1)			29.33				25.18
EMJ historical per common share data:
	Earnings per common share from continuing operations — diluted		$	2.55			$	1.70
	Earnings per common share from continuing operations — basic			2.73				2.30
	Cash dividends per common share			—				—
	Book value per common share at end of period(2)			2.49				(21.43	)
Reliance pro forma per Reliance common share combined data:
	Earnings per common share from continuing operations — diluted		$	4.73			$	5.04
	Earnings per common share from continuing operations — basic			4.75				5.06
	Cash dividends per common share			.28				.26
	Book value per common share at end of period(3)			35.38
Reliance pro forma per EMJ-equivalent common share combined data:(4)
	Earnings per common share from continuing operations — diluted		$	0.42			$	0.45
	Earnings per common share from continuing operations — basic			0.42				0.45
	Cash dividends per common share			0.03				0.02
	Book value per common share at end of period			3.16

(1)	The historical book value per share is computed by dividing shareholders’ equity by the number of common shares outstanding at the end of each period presented.
(2)	The historical book value per share is computed by dividing stockholders’ equity by the number of common shares outstanding at the end of each period presented.
(3)	The pro forma combined book value per share is computed by dividing pro forma stockholders’ equity by the pro forma number of shares outstanding at the end of the period, assuming the issuance of 4,481,148 Reliance common shares in the merger.
(4)	The equivalent pro forma per share information is computed assuming an exchange ratio of 0.0892 Reliance common share per common share of EMJ. This exchange ratio does not take into consideration the cash portion of the merger consideration of $6.50 per share.

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	Reliance

		Stock Price
Calendar Year		High				Low				Dividends
2006
First Quarter (through February 24, 2006)		$	87.60			$	62.90			$	0.10
2005
Fourth Quarter			66.64				49.15				0.10
Third Quarter			52.93				37.52				0.10
Second Quarter			43.62				35.04				0.09
First Quarter			47.36				36.29				0.09
2004
Fourth Quarter			41.90				33.72				0.07
Third Quarter			41.89				36.33				0.07
Second Quarter			40.32				31.96				0.06
First Quarter			35.95				27.39				0.06

	EMJ

		Stock Price
Calendar Year		High				Low				Dividends
2006
First Quarter (through February 24, 2006)		$	14.50			$	9.80			$	—
2005
Fourth Quarter			10.11				8.24				—
Third Quarter			10.69				8.08				—
Second Quarter (beginning April 15, 2005)			9.20				6.70				—

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	EMJ Equivalent Per Share Price

	Reliance

	EMJ

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	•	Expected cost savings from the merger may not be fully realized or realized within the expected time frame, and costs or expenses relating to the merger may be higher than expected;
	•	Revenues or margins following the merger may be lower than expected;
	•	Costs or difficulties related to obtaining regulatory approvals for and to completing the merger and, following the merger, to the integration of the businesses of Reliance and EMJ may be greater than expected;
	•	Synergies and accretion to reported earnings estimated to result from the merger may not be realized and the level of costs and expenses incurred by Reliance in connection with the merger may be higher than expected;
	•	Reliance’s future operating results depend on a number of factors beyond its control, such as the prices for and the availability of metals, which could cause its results to fluctuate significantly over time. During periods of low customer demand, it could be more difficult for Reliance to pass through price increases to its customers, which could reduce its gross profit and net income;
	•	Changes in demand for the products that Reliance sells can cause significant fluctuations in both availability and cost of the products. A significant or rapid increase or decrease in costs from current levels could have a severe negative impact on Reliance’s gross profit;
	•	Foreign currency exchange rates could change, which could affect the price Reliance pays for metals and the results of its foreign operations;
	•	Reliance services industries that are highly cyclical, and any downturn in its customers’ industries could reduce its revenue and profitability;
	•	The success of Reliance’s business is affected by general economic conditions and, accordingly, its business was adversely impacted by the economic slowdown or recession in 2003, 2002 and 2001. This could occur in future periods;
	•	Reliance’s business is very competitive and increased competition could reduce gross profit margins and net income;
	•	As a decentralized business, Reliance depends on both senior management and its operating employees. If Reliance is unable to attract and retain these individuals, its results of operations may decline;
	•	Interest rates on debt could increase; Reliance’s variable rate debt is currently at relatively low historical levels and rates, and it anticipates that these levels will increase materially at closing and rates will continue to increase through 2006;
	•	Reliance may not be able to consummate future acquisitions, and those acquisitions that it does complete may be difficult to integrate into its business;

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	•	Reliance is subject to various environmental and other governmental regulations which may require it to expend significant capital and incur substantial costs;
	•	If existing shareholders sell their shares, the market price of the Reliance common stock could be depressed;
	•	Principal shareholders who own a significant number of Reliance’s shares may have interests that conflict with yours;
	•	Reliance has implemented a staggered or classified board of directors that may adversely impact your rights as a shareholder;
	•	Reliance may discover internal control deficiencies in its decentralized operations or in an acquisition that must be reported in its SEC filings, which may result in a negative reaction by its shareholders that adversely impacts its stock price;
	•	Reliance’s acquisitions, including EMJ, might fail to perform as anticipated, which could result in an impairment charge to write off some or all of the goodwill for that entity; and
	•	Other economic, business, competitive or regulatory factors may affect Reliance’s and EMJ’s businesses generally as described in Reliance’s and EMJ’s filings with the SEC.

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	Because the market price of Reliance common stock may fluctuate, you cannot be certain of the precise value of the merger consideration you will receive in the merger.

	•	changes in the business, operations or prospects of Reliance, EMJ or the combined company;
	•	governmental, regulatory and/or litigation developments;
	•	market assessments as to whether and when the merger will be completed;
	•	the timing of completion of the merger; and
	•	general stock market, economic and political conditions.

	EMJ will be subject to business uncertainties and contractual restrictions while the merger is pending.

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	Failure to complete the merger could negatively affect the stock price and the future business and financial results of EMJ.

	•	EMJ may be required to pay and reimburse Reliance amounts of up to approximately $20.5 million in the aggregate if the merger agreement is terminated under certain circumstances;
	•	the current market price of EMJ common stock may reflect a market assumption that the merger will occur, and a failure to complete the merger could result in a negative perception by the market of EMJ generally and a resulting decline in the market price of EMJ common stock;
	•	many costs of EMJ relating to the merger (such as legal, accounting, and a portion of its financial advisory fees) are payable by EMJ whether or not the merger is completed;
	•	there may be substantial disruption to the business of EMJ and a distraction of its management and employees from day-to-day operations, because matters related to the merger may require substantial commitments of time and resources, which could otherwise have been devoted to other opportunities that could have been beneficial to EMJ; and
	•	EMJ would continue to face the risks that it currently faces as an independent company, as further described in the documents that EMJ has filed with the SEC that are incorporated by reference into this proxy statement/ prospectus.

	EMJ executive officers and directors have financial interests in the merger that are different from, or in addition to, the interests of EMJ stockholders.

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	The merger agreement limits EMJ’s ability to pursue alternatives to the merger.

	The price of Reliance common stock may be affected by factors different from those affecting the price of EMJ common stock.

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	The opinions obtained by EMJ from its financial advisors will not reflect changes in circumstances between signing of the merger agreement and the completion of the merger.

	EMJ’s stockholders’ voting power will be diluted, and they will not be able to control the outcome of a proposal voted on by Reliance stockholders.

	Existing shareholders may sell their shares which could depress the market price of Reliance’s common stock.

	Reliance may be unable to successfully integrate the businesses of EMJ on a timely basis and realize the full anticipated benefits of the merger.

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	The value of your investment may be subject to sudden decreases due to the potential volatility of the price of Reliance common stock.

	•	changes in expectations as to Reliance’s future financial performance, including financial estimates by securities analysts and investors;
	•	developments affecting Reliance, its customers or its suppliers;
	•	changes in the legal or regulatory environment affecting Reliance’s business;
	•	press releases, earnings releases or publicity relating to Reliance or its competitors or relating to trends in the metals service industry;
	•	inability to meet securities analysts’ and investors’ quarterly or annual estimates or targets of Reliance performance;
	•	the operating and stock performance of other companies that investors may deem comparable;
	•	sales of Reliance common stock by the Kelso Funds; and
	•	general domestic or international economic, market and political conditions.

	Reliance’s substantial indebtedness could impair its financial condition and reduce the funds available to Reliance for other purposes and Reliance’s failure to comply with the covenants contained in its debt instruments could result in an event of default that could adversely affect its operating results.

	•	Reliance’s ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, general corporate purposes or other purposes may be impaired;
	•	a significant portion of Reliance’s cash flow from operations must be dedicated to the payment of interest and principal on its debt, which reduces the funds available to Reliance for its operations or other purposes;
	•	some of Reliance’s debt is, and will continue to be, at variable rates of interest, which may result in higher interest expense in the event of increases in interest rates;
	•	because Reliance may be more leveraged than some of its competitors, its debt may place Reliance at a competitive disadvantage;

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	•	Reliance’s leverage will increase its vulnerability to economic downturns and limit Reliance’s ability to withstand adverse events in its business by limiting Reliance’s financial alternatives;
	•	EMJ’s noteholders could require repurchase of EMJ’s 93/4% notes, as provided in the EMJ 93/4% notes indenture, which would substantially increase Reliance’s leverage and limit its access to funds for growth initiatives; and
	•	Reliance’s ability to capitalize on significant business opportunities and to plan for, or respond to, competition and changes in its business may be limited.

	Reliance may not be able to generate sufficient cash flow to meet its debt service obligations.

	Ongoing tax audits of Reliance may result in additional taxes.

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	The costs that Reliance pays for metals may fluctuate due to a number of factors beyond their control, which, on a combined basis, could adversely affect Reliance’s operating results if they cannot pass on higher metal prices to their customers.

	The price of metals is subject to fluctuations in the supply and demand for metals worldwide and changes in the worldwide balance of supply and demand could negatively impact Reliance’s revenues, gross profit and net income.

	Reliance operates in an industry that is subject to cyclical fluctuations and any downturn in general economic conditions or its customers’ industries could negatively impact its revenues, gross profit and net income.

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	Reliance competes with a large number of companies in the metals service center industry, and, if Reliance is unable to compete effectively, Reliance’s revenues, gross profit and net income may decline.

	If Reliance was to lose any of its primary suppliers or otherwise be unable to obtain sufficient amounts of necessary metals on a timely basis, Reliance may not be able to meet its customers’ needs and may suffer reduced sales.

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	Reliance’s acquisition of EMJ is its largest and first public company acquisition and there may be additional risks of which Reliance is not aware or existing risks may change over time.

	If Reliance does not successfully implement its acquisition growth strategy, its ability to grow its business could be impaired.

	As a decentralized business, Reliance depends on both senior management and Reliance’s key operating employees; if Reliance is unable to attract and retain these individuals, its ability to operate and grow its business may be adversely affected.

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	Reliance is subject to various environmental and employee safety and health regulations, which could subject Reliance to significant liabilities and compliance expenditures.

	Reliance’s operating results have fluctuated, and are expected to continue fluctuating, depending on the season, and such fluctuations may adversely affect Reliance’s stock price.

	Reliance’s business could be adversely affected by economic downturns.

	Damage to Reliance’s computer infrastructure and software systems could harm Reliance’s business.

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	Principal shareholders who own a significant number of shares may have interests that conflict with yours.

	Reliance has implemented anti-takeover provisions that may adversely impact your rights as a holder of Reliance common stock.

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	1. allow the EMJ stockholders to consider and vote on a proposal to adopt and approve the Agreement and Plan of Merger, dated as of January 17, 2006, by and among EMJ, Reliance and RSAC, pursuant to which EMJ will merge with and into RSAC, with RSAC as the surviving corporation, and Reliance will pay cash and issue shares of its common stock in exchange for the outstanding common stock of EMJ; and
	2. to transact any other business that may properly come before the meeting of stockholders or any adjournment or postponement of the special meeting, including to consider and vote upon any procedural matters incident to the conduct of the special meeting, such as adjournment of the special meeting.

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	•	By telephone: Use the toll-free number listed on the proxy card. Easy-to-follow voice prompts allow you to vote your shares.
	•	By Internet: The Website for Internet voting is listed on the proxy card.
	•	By mail: Complete, sign, date and return your proxy card in the enclosed pre-addressed, postage-paid envelope.

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	•	submit to the secretary of EMJ a revocation letter with a later date than your proxy card;
	•	deliver, no later than 11:59 p.m., Eastern Time, on March 30, 2006, a second completed and signed proxy card dated later than the first signed proxy card;
	•	vote at a later time, but no later than 11:59 p.m., Eastern Time, on March 30, 2006, by telephone or the Internet; or
	•	attend the special meeting and vote in person.

	•	deliver, no later than 5:00 p.m., Eastern Time, on March 29, 2006, a second completed and signed proxy voting instruction card dated later than the first signed proxy voting instruction card; or
	•	vote at a later time, but no later than 5:00 p.m., Eastern Time, on March 29, 2006, by telephone or the Internet.

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	•	the price being paid for each share of EMJ common stock represents a substantial premium over historical trading prices, including a premium of 30% over the initial public offering price of $10.00, 24.6% over the closing sale price on the New York Stock Exchange on January 17, 2005 (the trading day on which EMJ announced the execution of the merger agreement), and 31.1% over the preceding 30-trading day average, 37.1% over the preceding 60-trading day average and 36.5% over the preceding 90-trading day average;

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	•	its belief that the merger was more favorable to stockholders than any other alternative reasonably available to EMJ and its stockholders, including a business combination with another company in the metals and steel industry (based on its belief that no other company in the metals and steel industry with the ability to acquire EMJ was likely to be interested in pursuing a business combination with EMJ and no private investment management firm or financial buyer was likely to offer a purchase price greater than the purchase price agreed to with Reliance);
	•	its belief that Reliance would be able to consummate the transaction and successfully integrate the EMJ operations, taking into account Reliance’s track record in successfully integrating substantial acquisitions;
	•	its belief that the market price of the EMJ common stock was not likely to rise to the level of the purchase price in the near future if EMJ continued as an independent company because of the overhang of the Kelso Funds’ ownership interest, the relatively low amount of EMJ common stock held by the public, the low average daily trading volume of the EMJ common stock, the cyclical nature of the steel and metals industry on which EMJ’s business depends and general economic and market conditions both on a historical and prospective basis;
	•	its belief that the 15% symmetrical collar protected the EMJ stockholders from a possible decline within the collar range of the Reliance common stock from its current trading levels;
	•	the financial and other terms and conditions of the merger agreement, including the terms relating to the receipt and consideration of alternative acquisition proposals;
	•	the fact that the transaction will be immediately accretive to the earnings of Reliance and the stockholders of EMJ will be able to participate in the potential benefits of the transaction to the Reliance common stock because approximately 50% of the merger consideration consists of Reliance common stock;
	•	the market position of the combined company, including that it will be an industry leader in the distribution of flat-rolled, tubular and bar products and carbon steel, stainless steel and aluminum products;
	•	the likelihood that the regulatory approvals needed to complete the transaction will be obtained;
	•	the historical and current market prices of Reliance common stock and EMJ common stock as well as comparative valuation analyses for the two companies;
	•	the financial presentation of Credit Suisse, including Credit Suisse’s opinion dated January 17, 2006 to EMJ’s board of directors as to the fairness of the merger consideration, from a financial point of view, to the EMJ common stockholders (other than Reliance and its subsidiaries, the Kelso Funds and their respective affiliates) (see “— Opinion of Credit Suisse Securities (USA) LLC to EMJ’s Board of Directors”);
	•	the financial presentation of Duff & Phelps, including Duff & Phelps’ opinion dated January 17, 2006, to EMJ’s board of directors as to the fairness of the merger consideration, from a financial point of view, to the EMJ common stockholders (other than Reliance and its subsidiaries, the Kelso Funds and their respective affiliates) (see “— Opinion of Duff & Phelps Securities, LLC to EMJ’s Board of Directors”);
	•	the expected tax treatment of the merger and the receipt by the EMJ stockholders of the merger consideration;
	•	the expected impact of the transaction on the EMJ employees;
	•	the fact that, subject to compliance with the terms and conditions of the merger agreement, EMJ is permitted, prior to stockholder approval, to furnish information to and conduct negotiations with third parties that make a takeover proposal;

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	•	the fact that, subject to compliance with the terms and conditions of the merger agreement, EMJ is permitted to terminate the merger agreement, prior to stockholder approval, in order to approve an alternative transaction proposed by a third party that is a superior proposal, upon the payment to Reliance of an approximately $20.5 million termination fee (representing approximately 3% of the total equity value of EMJ) (see “The Merger Agreement — Termination of the Merger Agreement”);
	•	the fact that the voting agreement between Reliance and the Kelso Funds terminates if EMJ’s board of directors withdraws or adversely modifies its recommendation of the merger (see “The Voting Agreement”);
	•	the availability of appraisal rights to holders of EMJ common stock who comply with all of the required procedures under Delaware law, which allow such holders to seek appraisal of the fair value of their shares as determined by the Delaware Court of Chancery (see “Dissenters’ Rights of Appraisal” and Annex E); and
	•	EMJ’s board of directors’ understanding, after consultation with its professional advisors, that both the approximately $20.5 million termination fee and the circumstances when such fee is payable, are reasonable and customary in light of the benefits of the merger, commercial practice and transactions of this size and nature.

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	Analyses performed in Connection with the Preparation of the Fairness Opinion by Credit Suisse

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	EMJ Analyses

	Selected Companies Analysis

North American Metals Service Center Companies
• Russel Metals Inc.
• Ryerson Inc.
• A.M. Castle & Co.
• Novamerican Steel Inc.
• Olympic Steel, Inc.

Implied per Share Equity
Reference Range for EMJ		Merger Consideration
$12.27 — $15.04		$13.00

	Selected Transactions Analysis

Acquiror		Target
• Reliance Steel & Aluminum Co.		• Chapel Steel Corp.
• Apollo Management, L.P.		• Metals USA, Inc.
• Ryerson Inc.		• Integris Metals (Alcoa/BHP-B)
• Reliance Steel & Aluminum Co.		• Precision Strip, Inc.
• Russel Metals Inc.		• Acier Leroux Inc.
• Samuel, Son & Co.		• Renown Steel (Slater Steel)
• Balli Group plc		• Klöckner & Co. (E.ON AG)
• Reliance Steel & Aluminum Co.		• Pitt–Des Moines (Steel Service Center Division)

Implied per Share Equity
Reference Range for EMJ		Merger Consideration
$10.85 — $13.59		$13.00

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	Discounted Cash Flow Analysis

Implied per Share Equity
Reference Range for EMJ		Merger Consideration
$11.53 — $14.86		$13.00

	Reliance Analyses

	Selected Companies Analysis

Implied per Share Equity		Closing Price of Reliance
Reference Range for Reliance		Common Stock on January 11, 2006
$63.37 — $77.81		$65.49

	Discounted Cash Flow Analysis

Implied per Share Equity		Closing Price of Reliance
Reference Range for Reliance		Common Stock on January 11, 2006
$55.55 — $65.48		$65.49

	Miscellaneous

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	•	Attended a due diligence meeting with individuals from:

	•	EMJ and Reliance management;
	•	Katten Muchin Rosenman LLP, legal counsel to EMJ;
	•	Credit Suisse; and
	•	UBS Securities LLC, financial advisor to Reliance.

	•	Held additional discussions with EMJ management.

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	•	Reviewed a draft of the Agreement and Plan of Merger dated January 16, 2006.
	•	Reviewed a draft of the Voting Agreement dated January 13, 2006.
	•	Reviewed EMJ’s financial statements and projections, including:

	•	Annual reports on Form 10-K for the fiscal years ended March 31, 2002 through 2005;
	•	Quarterly reports on Form 10-Q for the six-month periods ended September 29, 2004 and September 28, 2005;
	•	Internal financial reports for the eight months ended November 30, 2005; and
	•	Financial projections prepared by EMJ management for the last quarter of fiscal 2006 and for the fiscal years ended March 31, 2007 through 2011.

	•	Reviewed Reliance’s financial statements and projections, including:

	•	Annual reports on Form 10-K for the fiscal years ended December 31, 2002 through 2004;
	•	Quarterly reports on Form 10-Q for the nine-month periods ended September 30, 2004 and 2005; and
	•	Financial projections prepared by Reliance management for the fiscal years ended December 31, 2005 through 2008.

	•	Reviewed other operating, financial and legal information regarding EMJ and Reliance.
	•	Reviewed and analyzed market trading prices and indicated valuation metrics for EMJ and Reliance.
	•	Reviewed and analyzed market trading prices and indicated valuation metrics for comparable public companies.
	•	Reviewed and analyzed valuation metrics and premiums paid in comparable merger transactions.
	•	Reviewed pertinent economic and industry information.
	•	Reviewed and prepared other studies, analyses and investigations as we deemed appropriate.

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	Analysis of Merger Structure and Consideration

	Historical Stock Trading

	Market Valuation Multiples

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• A.M. Castle Co. • Olympic Steel Inc. • Reliance Steel & Aluminum Co.		• Russel Metals Inc. • Ryerson Inc. • Commercial Metals Co.		• Friedman Industries Inc. • Gibraltar Industries Inc. • Novamerican Steel Inc.		• Quanex Corp. • Steel Technologies Inc. • Worthington Industries Inc.

Enterprise Value as a Multiple of

Stock Price as a

Multiple of

EBITDA

EBIT

Equity

Enterprise

LTM

LTM

Proj.

LTM

Value

Value

Revs.

EPS

EPS

LTM

Proj.

LTM

Proj.

Revs.

(All $ in millions — valuations based on 1/13/06 closing prices)

High

$

2,451

$

2,918

$

6,573

14.7x

14.3x

8.1x

7.9x

10.4x

9.6x

0.87x

Low

$

42

$

38

$

183

8.0x

7.1x

4.0x

4.8x

4.5x

6.0x

0.21x

Mean

$

970

$

1,211

$

2,318

10.2x

11.2x

6.0x

6.0x

7.0x

8.0x

0.51x

Median

$

699

$

1,173

$

1,548

9.3x

11.5x

5.8x

5.8x

6.7x

7.8x

0.50x

Target		Buyer
Dofasco, Inc.(1)		ThyssenKrupp AG
Roanoke Electric Steel Corp.(1)		Steel Dynamics, Inc.
Alabama Metal Industries Corp.		Gibraltar Industries, Inc.
Chapel Steel Corp.		Reliance Steel & Aluminum Co.
Metals USA, Inc.		Apollo Advisors LP
Harvest Partners, Inc./Edgen Corp.		Jefferies Group, Inc.
Integris Metals Corp.		Ryerson Inc.
International Steel Group, Inc.		Ispat International NV
Commonwealth Industries, Inc.		IMCO Recycling, Inc.
Arcelor SA/J&F Steel LLC		Ryerson Inc.
Precision Strip Inc.		Reliance Steel & Aluminum Co.
Leroux Steel Inc.		Russel Metals Inc.

(1)	Pending transaction

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(all $ in millions)

Enterprise Value as a

Multiple of

Enterprise

Value

Sales

EBITDA

EBIT

High

$

4,200

2.02x

8.9x

13.9x

Low

$

70

0.16x

3.4x

3.7x

Mean

$

932

0.63x

5.7x

7.6x

Median

$

243

0.47x

5.2x

6.9x

	Fundamental Valuation Analysis of EMJ

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Enterprise Value as Multiple of

Revenues

EBITDA

EBIT

Equity Value/

Net ncome

EMJ — Implied Multiples

LTM 9/28/05

0.55x

5.6x

6.1x

9.7x

Projected FYE March 2006

0.54x

5.3x

5.6x

8.3x

Projected FYE March 2007

0.55x

5.2x

5.6x

8.2x

Comparable Public Companies — Median Multiples

LTM

0.50x

5.8x

6.7x

9.3x

Projected Next Fiscal Year

NA

5.8x

7.8x

11.5x

Comparable Transactions — Median Multiples

Latest Available Financial Results

0.47x

5.2x

6.9x

NA

	Fundamental Valuation Analysis of Reliance

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Stock Price as

a Multiple of

Enterprise Value as a Multiple of

EBITDA

EBIT

Equity

Enterprise

LTM

LTM

Proj.

LTM

Value

Value

Revs.

EPS

EPS

LTM

Proj.

LTM

Proj.

Revs.

Reliance

$

2,144

$

2,568

$

3,241

11.4x

12.8x

7.0x

7.9x

8.0x

9.6x

0.79x

Comparable Public Companies (includes Reliance)

High

$

2,451

$

2,918

$

6,573

14.7x

14.3x

8.1x

7.9x

10.4x

9.6x

0.87x

Low

$

42

$

38

$

183

8.0x

7.1x

4.0x

4.8x

4.5x

6.0x

0.21x

Mean

$

970

$

1,211

$

2,318

10.2x

11.2x

6.0x

6.0x

7.0x

8.0x

0.51x

Median

$

699

$

1,173

$

1,548

9.3x

11.5x

5.8x

5.8x

6.7x

7.8x

0.50x

	Fundamental Valuation Analysis of the Post-Transaction Combined Company

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								Selected Range of				Total Debt						Indicated Range
								Based on Actual Reported				Financial Results				and t		he Financial Projections
		Pro Forma						Valuation Multiples				(Net of Cash)						of Enterprise Values
																		(rounded)
EBITDA — LTM		$	536,275			x			6.50x - 7.50x							=		$	3,486,000 - $4,022,000
EBITDA — Projected 2006		$	557,467			x			6.50x - 7.50x							=		$	3,624,000 - $4,181,000
EBIT — LTM		$	478,662			x			7.50x - 8.50x							=		$	3,590,000 - $4,069,000
EBIT — Projected 2006		$	500,917			x			7.50x - 8.50x							=		$	3,757,000 - $4,258,000
Net Income — LTM		$	256,544			x			11.00x - 12.00x				954,695			=		$	3,777,000 - $4,033,000
Net Income — Projected 2006		$	273,121			x			10.50x - 11.50x				954,695			=		$	3,822,000 - $4,096,000

	Premiums Paid Analysis

Target		Buyer
Dofasco, Inc.(1)(2)		ThyssenKrupp AG
Dofasco, Inc.(1)(2)		Arcelor SA
Roanoke Electric Steel Corp.(1)		Steel Dynamics, Inc.
Metals USA, Inc.		Apollo Advisors LP
International Steel Group, Inc.		Mittal Steel Company NV/ Ispat International NV
Commonwealth Industries, Inc.		Aleris International, Inc.

(1)	Pending transaction
(2)	Dofasco has received competing bids

			1 Day				5 Day				20 Day				30 Day				20-Day Avg.
Identified Transactions
	Mean			36.8%				34.6%				29.7%				23.8%				31.7%
	Median			41.5%				41.7%				26.7%				23.7%				31.1%
Proposed Transaction				26.8%				31.6%				30.0%				29.7%				31.8%
(assumes 1/17/06 as announcement date)

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		2004				2005
Overall Average Premium — All Industries			30.7	%			28.2	%
Number of Transactions			322				325

	Conclusion

	•	The merger price is at the high end of the valuation range indicated by the discounted cash flow analysis for EMJ, and the valuation multiples implied by the merger price are generally in line with the valuation multiples exhibited by the comparable public companies and the comparable transactions.
	•	The merger price is above any price at which EMJ has traded since its initial public offering date, and the premium over recent trading prices is generally in line with premiums paid in the steel industry and the overall public company merger and acquisition market over the past two years.
	•	The current price of Reliance common stock is within the range of values indicated by the discounted cash flow analysis, and valuation multiples implied by Reliance’s current stock price are at the high end of the range as compared with the peer companies, but such premium is consistent with the premium market valuation of Reliance over the past ten years.
	•	The inclusion of the collar in the merger structure provides EMJ stockholders with significant protection against movements in Reliance’s stock price prior to closing.
	•	Although EMJ stockholders will receive cash and stock, except for the Kelso Funds, those stockholders unwilling to hold Reliance shares will be able to immediately liquidate their securities in the open market.

	Other

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	•	Other available acquisition opportunities in the metals service center business and Reliance’s business, operations, financial condition, earnings, prospects and acquisition strategy;
	•	The business, operations, financial condition, earnings and prospects of EMJ;
	•	The ability of EMJ’s operations to enhance Reliance’s geographic, customer and product diversification;
	•	Potential contingent liabilities associated with EMJ and its assets, including litigation, environmental and regulatory issues;
	•	EMJ’s well-qualified and stable management team with the capacity to effectively manage EMJ’s operations on a going-forward basis in a manner complementary to the operations of Reliance;
	•	EMJ’s size and complementary product mix, geographic diversity and profitability;
	•	Recognizing that there can be no assurance as to future financial results, the anticipated financial impact of the merger on Reliance’s financial performance, including the anticipated impact on Reliance’s earnings and cash flow per share;
	•	The capital structure of Reliance following the merger, including Reliance’s ability to finance the cash portion of the merger consideration under its existing revolving credit facility and to continue to reduce indebtedness at a satisfactory rate following the merger;
	•	The structure of the merger and the financial and other terms of the merger agreement;
	•	The expectation that the merger will qualify as a tax-deferred “reorganization” for purposes of Section 368(a) of the Code; and
	•	The opinion of UBS Securities LLC that, as of the date of and based on and subject to the matters described in the opinion, the merger consideration to be paid by Reliance, in the aggregate, pursuant to the merger agreement was fair from a financial point of view to Reliance.

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	Nelson Retention Agreement

	Johnson Retention Agreement

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	Special Bonus Plan for Senior Management

		Amount of
Name		Bonus Award
R. Neil McCaffery		$	312,500
Frank D. Travetto		$	312,500
Kenneth L. Henry		$	312,500
James D. Hoffman		$	312,500
William S. Johnson		$	625,000

	Kelso Funds

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	Merger Consideration to be Received by EMJ’s Executive Officers and Directors

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		Shares of
		EMJ				Options to Purchase				Options to Purchase
		Common				EMJ Common				EMJ Common				Options to Purchase
		Stock				Stock Pursuant to				Stock Pursuant to				Reliance Common
		Beneficially				the EMJ Incentive				the Holding Option				Stock to be				Cash for Holding
Name		Owned				Plan				Plan				Received				Stock Options
David M. Roderick			34,000				10,000				176,410	(1)			1,784			$	1,707,331.26
Maurice S. Nelson, Jr.			6,533.8682				50,000				1,693,538	(2)			8,920			$	16,816,832.34
Dr. John Rutledge			5,000				10,000				70,564	(3)			1,784			$	678,432.29
William A. Marquard			10,000				10,000				70,564	(3)			1,784			$	678,432.29
Earl L. Mason			—				10,000				—				1,784				—
Joseph T. O’Donnell, Jr.			—				10,000				—				1,784				—
Andrew G. Sharkey, III			—				10,000				—				1,784				—
R. Neil McCaffery			32,028.1751				30,000				167,591	(4)			5,352			$	1,577,778.58
Frank D. Travetto			33,502.8509				30,000				167,591	(4)			5,352			$	1,577,778.58
Kenneth L. Henry			131,545.2923				30,000				167,591	(4)			5,352			$	1,577,778.58
James D. Hoffman			17,074.5286				30,000				167,591	(4)			5,352			$	1,577,778.58
William S. Johnson			9,665.0748				30,000				123,488	(5)			5,352			$	1,125,438.13

	Indemnification; Directors’ and Officers’ Insurance

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	Hart-Scott-Rodino Antitrust Improvements Act

	Bermuda Monetary Authority

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	Canadian Regulatory Filings

	•	an effective registration statement under the Securities Act covering the resale of those shares;
	•	Rule 145 (or for EMJ stockholders who become affiliates of Reliance, Rule 144) under the Securities Act; or
	•	any other applicable exemption under the Securities Act.

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	•	more than $72.86, you will receive Reliance common stock with a value that may be more than $6.50 for each share of EMJ common stock;
	•	equal to or less than $72.86 but equal to or more than $53.86, you will receive Reliance common stock with a value of $6.50 for each share of EMJ common stock; and
	•	less than $53.86, you will receive Reliance common stock with a value that may be less than $6.50 for each share of EMJ common stock.

	•	more than $72.86, then you will receive 0.0892 shares of Reliance common stock for each share of EMJ common stock that you own;
	•	equal to or less than $72.86 but equal to or more than $53.86, then you will receive a fraction of a share of Reliance common stock equal to $6.50 divided by the average Reliance stock price; and
	•	less than $53.86, then you will receive 0.1207 shares of Reliance common stock for each share of EMJ common stock you own.

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														Total Value of Cash
						Value of Reliance								and Reliance
						Common Stock per				Cash per Share of				Common Stock per
						Share of EMJ Common				EMJ Common				Share of EMJ
Average Reliance Stock Price		Exchange Ratio				Stock				Stock				Common Stock
$40			0.1207			$	4.83			$	6.50			$	11.33
$45			0.1207			$	5.43			$	6.50			$	11.93
$50			0.1207			$	6.03			$	6.50			$	12.53
$53.86 - $72.86			0.1207 - 0.0892			$	6.50			$	6.50			$	13.00
$75			0.0892			$	6.69			$	6.50			$	13.19
$80			0.0892			$	7.14			$	6.50			$	13.64
$85			0.0892			$	7.58			$	6.50			$	14.08

	Holding Stock Options

	EMJ Stock Options

	•	the number of shares of Reliance common stock subject to the new Reliance stock option will be equal to the product of the number of shares of EMJ common stock subject to the EMJ stock option and the option exchange ratio, rounded down to the nearest whole share; and

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	•	the exercise price per share of Reliance common stock subject to the new Reliance stock option will be equal to the exercise price per share of EMJ common stock under the EMJ stock option divided by the option exchange ratio, rounded up to the nearest cent.

	•	corporate existence, qualification to conduct business and corporate power of both themselves and their respective subsidiaries;
	•	capitalization and ownership of subsidiaries;
	•	corporate authority to enter into, and carry out the obligations of, the merger agreement, and the enforceability of the merger agreement;
	•	absence of conflicts between the merger agreement and their respective charter documents and bylaws, applicable law or certain agreements;
	•	governmental consents and approvals required for completion of the merger;

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	•	financial statements and filings with the SEC, as well as internal controls over financial reporting;
	•	absence of undisclosed liabilities and off-balance sheet arrangements, as well as loans to officers and directors;
	•	absence of specified changes or events through the closing of the merger;
	•	legal proceedings;
	•	compliance with applicable laws;
	•	environmental liabilities;
	•	insurance policies;
	•	properties and assets;
	•	employee benefit plans and labor matters;
	•	payment of fees to finders or brokers in connection with the merger;
	•	tax matters;
	•	qualification of the merger as a “reorganization” under the Code;
	•	information supplied for use in this proxy statement/ prospectus;
	•	intellectual property; and
	•	approval of its respective board of directors.

	•	the inapplicability to the merger of state anti-takeover laws;
	•	the receipt of an opinion from each of EMJ’s financial advisors; and
	•	material contracts.

	Restrictions on EMJ’s and Reliance’s Operations Before Completion of the Merger

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	•	keep available the services of their current officers and other key employees;
	•	preserve intact their present lines of business and maintain their rights and franchises; and
	•	preserve their relationships with customers, suppliers and others having business dealings with them.

	Additional Restrictions on EMJ’s Operations Before Completion of the Merger

	•	incurring or committing to any capital expenditures, capital additions or capital improvements, other than those in the ordinary course of business or as contemplated by EMJ’s fiscal 2006 and 2007 capital budgets and in any event not in excess of $5 million in the aggregate, except as provided for in such budgets;
	•	declaring, setting aside or paying dividends other than intracompany dividends;
	•	splitting, combining or reclassifying its capital stock;
	•	repurchasing, redeeming or otherwise acquiring its capital stock or securities convertible into or exercisable for any shares of its capital stock;
	•	issuing, delivering or selling any shares of its capital stock, voting debt or convertible securities (or corporate actions related thereto), other than in connection with the exercise of EMJ stock options or other stock-based awards;
	•	amending EMJ’s charter documents;
	•	making any material acquisitions, other than acquisitions of assets used in the operations of EMJ in the ordinary course of business consistent with past practice;
	•	selling, transferring, divesting or disposing of assets (including the capital stock of its subsidiaries), businesses or divisions, other than transactions that do not have a fair value, individually, in excess of $3 million or, in the aggregate, in excess of $10 million in the ordinary course of business consistent with past practice;
	•	incurring liens other than pursuant to specified debt agreements or incurred in the ordinary course of business consistent with past practice;
	•	paying or committing to pay any material severance or termination pay not existing as of January 17, 2006; entering into any material employment, deferred compensation, consulting, severance or similar agreement not existing as of January 17, 2006; or increasing in any material respect any employee benefits payable to any director, officer or key employee except pursuant to an agreement existing as of January 17, 2006;
	•	adopting any additional employee benefit plan or making any material amendment to an employee benefit plan;
	•	making any material contribution to any employee benefit plan other than regularly scheduled contributions or those required by law or agreement;
	•	entering into any agreement that limits or restricts the right of EMJ or any of its subsidiaries to engage or compete in any business or in any geographic area or location;
	•	changing in any material respect its accounting methods, except as may be required by a governmental authority or by changes in U.S. generally accepted accounting principles;
	•	changing its fiscal year, preparing or filing any material tax return materially inconsistent with past practice or, on such tax return, taking any position or making any tax election or adopting any

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		method that is materially inconsistent with positions taken, elections made or methods used in preparing or filing similar tax returns, or settling or compromising any liability for taxes; and
	•	agreeing, authorizing or entering into any commitment to do any of the foregoing.

	Additional Restrictions on Reliance’s Operations Before Completion of the Merger

	•	repurchasing, redeeming or otherwise acquiring its capital stock or securities convertible into or exercisable for any shares of its capital stock;
	•	issuing, delivering or selling any shares of its capital stock, voting debt or convertible securities (or corporate actions related thereto), other than in connection with the exercise or grant of Reliance stock options or other stock-based awards or intracompany issuances of capital stock;
	•	amending Reliance’s charter documents;
	•	altering the corporate structure of Reliance or any of its subsidiaries where such change is reasonably likely to result in a material adverse effect to Reliance or would adversely affect the value of Reliance’s common stock; or
	•	agreeing, authorizing or entering into any commitment to do any of the foregoing.

	•	initiate, negotiate, solicit or knowingly encourage or facilitate (including by way of furnishing non-public information) any proposals with respect to a takeover proposal;
	•	enter into any agreement with respect to any takeover proposal; or
	•	furnish, or provide access to, any information or data to, or have or participate in any discussions or negotiations with, any person relating to a takeover proposal.

	•	a transaction pursuant to which any person or group (other than Reliance and its subsidiaries) directly or indirectly, acquires or would acquire more than 19% of (1) the outstanding shares of EMJ common stock, (2) the voting power of the outstanding securities of EMJ or (3) any new series or new class of preferred stock of EMJ that would be entitled to a class or series vote with respect to the merger, whether from EMJ or pursuant to a tender offer or exchange offer or otherwise;
	•	a merger, share exchange, consolidation or other business combination involving EMJ (other than the merger);
	•	any transaction pursuant to which any person or group of persons (other than Reliance and its subsidiaries) acquires or would acquire control of assets (including for this purpose the outstanding equity securities of EMJ and securities of the entity surviving any merger or business combination including any of EMJ’s subsidiaries) of EMJ or any of EMJ’s subsidiaries representing more than 25% of the fair market value of all of the assets, net revenues or net income of EMJ and its subsidiaries, taken as a whole, immediately prior to such transaction; and
	•	any other consolidation, business combination, recapitalization or similar transaction involving EMJ or any of its subsidiaries, as a result of which (a) the holders of shares of EMJ immediately prior to such transactions do not, in the aggregate, own at least 81% of the outstanding shares of common stock and the outstanding voting power of the surviving or resulting entity in such transaction immediately after the consummation of such transaction in substantially the same

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		proportion as such holders held the shares of EMJ common stock immediately prior to the consummation of such transaction or (b) the individuals comprising EMJ’s board of directors prior to such transaction do not constitute a majority of the board of the entity surviving or resulting from such transaction or such ultimate parent entity following the consummation of such transaction.

	•	a transaction pursuant to which any person or group (other than Reliance and its subsidiaries) directly or indirectly, acquires or would acquire more than 50% of (1) the outstanding shares of EMJ common stock, (2) the voting power of the outstanding securities of EMJ or (3) any new series or new class of preferred stock of EMJ that would be entitled to a class or series vote with respect to the merger, whether from EMJ or pursuant to a tender offer or exchange offer or otherwise;
	•	any transaction pursuant to which any person or group of persons (other than Reliance and its subsidiaries) acquires or would acquire control of assets (including for this purpose the outstanding equity securities of EMJ and securities of the entity surviving any merger or business combination including any of EMJ’s subsidiaries) of EMJ or any of EMJ’s subsidiaries representing more than 50% of the fair market value of all of the assets, net revenues or net income of EMJ and its subsidiaries, taken as a whole, immediately prior to such transaction; or
	•	any other consolidation, business combination, recapitalization or similar transaction involving EMJ or any of its subsidiaries, as a result of which (1) the holders of shares of EMJ common stock immediately prior to such transactions do not, in the aggregate, own at least 50% of the outstanding shares of common stock and the outstanding voting power of the surviving or resulting entity in such transaction immediately after the consummation of such transaction in substantially the same proportion as such holders held the shares of EMJ common stock immediately prior to the consummation of such transaction or (2) the individuals comprising EMJ’s board of directors prior to such transaction do not constitute a majority of the board of the entity surviving or resulting from such transaction or such ultimate parent entity following the consummation of such transaction.

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	Termination by Reliance or EMJ

	•	Reliance and EMJ agree to terminate by mutual written consent;
	•	the merger has not been completed on or before June 2, 2006, except that a party may not terminate the merger agreement if that party’s willful and material breach of the merger agreement is the primary cause of the merger not being completed by that date;
	•	a court or another governmental authority has issued a final and nonappealable order, decree or ruling or taken other action permanently restraining, enjoining or otherwise prohibiting the merger;
	•	a governmental authority has failed to grant or issue a consent, permit, order or authorization required to consummate the merger;
	•	EMJ’s board of directors determines to accept a superior proposal; or
	•	EMJ stockholders fail to adopt the merger agreement at the special meeting.

	Termination by Reliance

	•	EMJ’s board of directors withdraws or adversely modifies its recommendation;
	•	EMJ breaches its representations, warranties or covenants contained in the merger agreement so that any conditions to closing are not capable of being satisfied and cannot or have not been cured within 30 days after written notice to Reliance of such breach; or
	•	EMJ’s board of directors recommends to EMJ stockholders that they approve a takeover proposal other than the merger.

	Termination by EMJ

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	Termination Fee to be Paid by EMJ

	•	EMJ’s board of directors withdrawing or adversely modifying its recommendation to EMJ stockholders to adopt the merger agreement and the merger or recommending a takeover proposal other than the merger; or
	•	EMJ’s board of directors accepting a superior proposal.

	Special Meeting

	HSR Act Filing

	Access to Information

	Reasonable Best Efforts

	Employee Matters

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	Insurance and Indemnification

	Section 16 Matters

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	New York Stock Exchange

	Affiliates

	•	the adoption of the merger agreement by EMJ stockholders;
	•	the absence of any law, order, injunction or legal restraint prohibiting completion of the merger;
	•	the expiration or termination of the applicable waiting period under the HSR Act;
	•	the receipt of all other governmental agency consents, approvals, permits, orders and authorizations required to complete the merger other than those that the failure to make or obtain would not render the merger illegal;
	•	the approval for listing on the New York Stock Exchange of the Reliance common stock to be issued in the merger;
	•	the absence of any stop order issued by the SEC suspending the effectiveness of this proxy statement/ prospectus and the absence of any proceedings initiated or threatened by the SEC for that purpose;
	•	the truth and correctness of the other party’s representation and warranties as of the date of the completion of the merger, except where the failure of such representations and warranties to be true and correct, individually or in the aggregate, has not had and would not have a material adverse effect, and the receipt of a certificate of an executive officer of the other party to that effect;
	•	the other party having performed or complied with its agreements and covenants in the merger agreement in all material respects, and the receipt of a certificate of an executive officer of the other party to that effect;
	•	the absence of any pending or threatened litigation with a reasonable likelihood of success (1) challenging the merger or seeking to obtain damages that are material to EMJ; (2) seeking to limit in any material way the ownership or operation by EMJ, Reliance or any of their respective subsidiaries of any material portion of the business or assets of such entities, or to compel such entities to dispose of or hold separate a material portion of their business or assets as a result of the merger; (3) seeking to impose limitations on Reliance’s ownership and/or voting rights of EMJ’s common stock; or (4) seeking to prohibit Reliance’s control in any material respect of EMJ’s business or operations;
	•	the absence of any material adverse effect on the other party; and
	•	the receipt of an opinion from the party’s counsel that the merger will constitute a “reorganization” within the meaning of Section 368(a) of the Code.

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	Amendments

	Extensions and Waivers

	•	extend the time for the performance of any of the obligations or other acts of the other party to the merger agreement;
	•	waive any inaccuracies in the representations and warranties of the other party contained in the merger agreement or in any document delivered pursuant to the merger agreement; and
	•	waive compliance by the other party with any of the agreements or conditions contained in the merger agreement.

	Expenses

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	•	a citizen or resident of the United States;
	•	a corporation, or other entity taxable as a corporation for United States federal income tax purposes, created or organized under the laws of the United States or of any state or the District of Columbia;
	•	a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) was in existence on August 20, 1996 and has a valid election in effect under applicable Treasury regulations to continue to be treated as a United States person; or
	•	an estate that is subject to United States federal income tax on its income regardless of its source.

	•	the tax consequences of transactions effectuated before, after or at the same time as the merger, whether or not they are in connection with the merger, including, without limitation, transactions in which EMJ shares are acquired or Reliance shares are disposed of;
	•	the tax consequences to holders of options issued by EMJ or Reliance which are assumed, replaced, exercised or converted, as the case may be, in connection with the merger;
	•	the tax consequences of the receipt of Reliance shares other than in exchange for EMJ shares; or
	•	tax implications of a failure of the merger to qualify as a reorganization.

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	•	in favor of the adoption and approval of the merger agreement, the merger and each of the other actions contemplated by the merger agreement;
	•	against approval of any takeover proposal; and
	•	against any of the following actions (other than those actions that relate to the merger): (1) any amendment of EMJ’s charter documents, (2) any other action that is designed to or would impede, interfere with, delay, postpone or materially adversely affect the merger or any other transactions contemplated by the merger agreement or (3) any change in any form or manner of the voting rights of any class of capital stock of EMJ.

	•	initiate, negotiate, solicit, encourage or provide confidential information to facilitate the submission of any takeover proposal;
	•	enter into any agreement with respect to any takeover proposal; or
	•	participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any takeover proposal.

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												Total
												Pro Forma				Pro Forma
				Reliance				EMJ				Adjustments				Combined
				(In thousands)
Assets
Cash and cash equivalents				$	10,419			$	8,668			$	—			$	19,087
Accounts receivable, net					394,326				180,883				—				575,209
Inventories					367,112				251,467				84,500	(a)			703,079
Prepaids and other current assets					17,631				11,631				—				29,262
Deferred income taxes					24,573				30,800				—				55,373
	Total current assets				814,061				483,449				84,500				1,382,010
Property, plant and equipment, net					470,924				124,581				239,523	(b)			835,028
Goodwill					404,464				—				406,701	(c)			811,165
Net cash surrender value of life insurance policies					—				50,509				—				50,509
Other assets (including intangibles)					38,767				9,288				59,881	(d)			107,936
		Total assets		$	1,728,216			$	667,827			$	790,605			$	3,186,648
Liabilities & Shareholders’ Equity
Accounts payable				$	159,575			$	157,275			$	—			$	316,850
Accrued expenses					22,784				39,511				—				62,295
Accrued compensation and retirement costs					47,255				30,699				—				77,954
Accrued insurance costs					24,691				—				—				24,691
Deferred income taxes					138				—				—				138
Current maturities of long-term obligations					49,164				3,222				—				52,386
	Total current liabilities				303,607				230,707				—				534,314
Long-term debt					365,275				295,516				412,964	(e)			1,073,755
Capital lease obligations					5,542				—				—				5,542
Other long-term liabilities					16,030				13,656				4,145	(f)			33,831
Deferred income taxes					55,613				2,645				140,800	(g)			199,058
Minority interest					14,648				—				—				14,648
Shareholders Equity:
Common equity					321,947				360,466				(2,467	) (h)			679,946
Retained earnings (losses)					645,905				(234,261	)			234,261	(h)			645,905
Accumulated other comprehensive loss					(351	)			(902	)			902	(h)			(351	)
	Total shareholders’ equity				967,501				125,303				232,696				1,325,500
		Total liabilities and shareholders’ equity		$	1,728,216			$	667,827			$	790,605			$	3,186,648

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											Total
											Pro Forma				Pro Forma
			Reliance				EMJ				Adjustments				Combined
			(In thousands, except share and per share amounts)
Net sales			$	2,498,373			$	1,313,189			$	—			$	3,811,562
Other income, net				2,709				—				1,147	(b)			3,856
				2,501,082				1,313,189				1,147				3,815,418
Costs and expenses:
	Cost of sales (exclusive of depreciation and amortization shown below)			1,831,474				993,491				—				2,824,965
	Warehouse, delivery, selling, general and administrative			375,613				191,912	(a)			18,790	(b)			586,315
	Depreciation and amortization			34,806				8,283				16,467	(c)			59,556
	Interest expense			19,290				41,272				(8,532	) (b),(d)			52,030
				2,261,183				1,234,958				26,725				3,522,866
Income before minority interest and income taxes				239,899				78,231				(25,578	)			292,552
Minority interest				(6,271	)			—				—				(6,271	)
Income before provision for income taxes				233,628				78,231				(25,578	)			286,281
Provision for income taxes				88,779				(22,658	)			42,666	(e)			108,787
Net income				144,849				100,889				(68,244	)			177,494
Net income available to common shareholders			$	144,849			$	100,889			$	(68,244	)		$	177,494
Earnings per share — diluted			$	4.38			$	2.55							$	4.73	(f)
Weighted average shares outstanding — diluted				33,062,949				39,529,000								37,544,097	(f)
Earnings per share — basic			$	4.40			$	2.73							$	4.75	(f)
Weighted average shares outstanding — basic				32,888,726				36,951,000								37,369,874	(f)

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											Total
											Pro Forma				Pro Forma
			Reliance				EMJ				Adjustments				Combined
			(In thousands, except share and per share amounts)
Net sales			$	2,943,034			$	1,474,655			$	—			$	4,417,689
Other income, net				4,168				—				(3,536	) (b)			632
				2,947,202				1,474,655				(3,536	)			4,418,321
Operating expenses:
	Cost of sales (exclusive of depreciation and amortization shown below)			2,110,848				1,064,607				—				3,175,455
	Warehouse, delivery, selling, general and administrative			483,887				270,174	(a)			18,238	(b)			772,299
	Depreciation and amortization			44,627				11,576				21,956	(c)			78,159
	Interest expense			28,690				88,319				(48,744	) (b),(d)			68,265
				2,668,052				1,434,676				(8,550	)			4,094,178
Income before minority interest and income taxes				279,150				39,979				5,014				324,143
Minority interest				(9,182	)			—				—				(9,182	)
Income before provision for income taxes				269,968				39,979				5,014				314,961
Provision for income taxes				100,240				5,391				14,054	(e)			119,685
Net income				169,728				34,588				(9,040	)			195,276
Preferred dividends				—				8,180				—				8,180
Net income available to common shareholders			$	169,728			$	26,408			$	(9,040	)		$	187,096
Earnings per share — diluted			$	5.19			$	1.70							$	5.04	(f)
Weighted average shares outstanding — diluted				32,675,379				15,542,000								37,156,527	(f)
Earnings per share — basic			$	5.23			$	2.30							$	5.06	(f)
Weighted average shares outstanding — basic				32,480,101				11,489,000								36,961,249	(f)

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		For the Nine				For the Twelve
		Months Ended				Months Ended
		September 30, 2005				December 31, 2004
Increase in S,G,&A expenses		$	18,790			$	18,238
Decrease in Interest expense			(17,643	)			(21,774	)
Net increase in Other income, net		$	1,147			$	(3,536	)

	•	Interest expense on the borrowings to fund the cash portion of the acquisition and related transaction costs of Reliance and EMJ of $12,094,000 for the nine months ended September 30, 2005 and $11,900,000 for the twelve months ended December 31, 2004. The weighted average interest rate under Reliance’s revolving line of credit in effect during the respective periods was applied to the total borrowings made on the line of credit.
	•	Amortization of the debt premium from the fair market value adjustment as a reduction to interest expense over the remaining life of EMJ’s outstanding 93/4% notes resulting from the fair valuation of the 93/4% notes which amounted to $2,983,000 for the nine months ended September 30, 2005 and $3,977,000 for the twelve months ended December 31, 2004. The final fair value determination of the debt will be based on prevailing market interest rates at the completion of the acquisition and the necessary adjustment will be amortized as a reduction (in the case of a premium to book value) or an increase (in the case of a discount to book value) to interest expense over the remaining lives of the indentures.
	•	Elimination of interest expense on notes of Holding for the twelve months ended December 31, 2004 of approximately $34,894,000. No such pro forma adjustment was necessary for the nine-month period ended September 30, 2005. The Holding debt was paid off with the proceeds of EMJ’s IPO in April 2005.

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			For the Nine				For the Twelve
			Months Ended				Months Ended
			September 30,				December 31,
Description			2005				2004
Basic:
	Reliance weighted average common shares			32,888,726				32,480,101
	Incremental Reliance shares issued for merger			4,481,148				4,481,148
	Pro forma combined weighted average common shares			37,369,874				36,961,249
Diluted:
	Reliance weighted average common shares			33,062,949				32,675,379
	Incremental Reliance shares issued for merger			4,481,148				4,481,148
	Pro forma combined weighted average diluted shares			37,544,097				37,156,527

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	Dividend Rights

	Voting Rights

	Liquidation Rights

	Preemptive or Other Subscription Rights

	Conversion and Other Rights

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Reliance		EMJ
Authorized Capital Stock
Authorized Stock. Reliance’s articles of incorporation authorize:		Authorized Stock. EMJ’s certificate of incorporation authorizes:
100,000,000 shares of common stock, no par value per share; and		80,000,000 shares of common stock, $0.001 par value per share; and
5,000,000 shares of preferred stock, no par value per share.		10,000,000 shares of preferred stock, $0.001 par value per share.
Preferred Stock. Reliance’s articles of incorporation provide that shares of preferred stock may be issued from time to time in one or more series by the board of directors. The board can fix the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption of each series of preferred stock. The rights of preferred stockholders may supersede the rights of common stockholders. As of February 24, 2006, there were no shares of Reliance preferred stock issued and outstanding.		Preferred Stock. EMJ’s certificate of incorporation provides that shares of preferred stock may be issued from time to time in one or more series by the board of directors. The board can fix the designations, preference, limitations and relative rights of each series of preferred stock. The rights of preferred stockholders may supersede the rights of common stockholders. As of February 24, 2006, there were no shares of EMJ preferred stock issued and outstanding.
Number of Directors
Under the California General Corporation Law, the board of directors of a corporation must consist of one or more members, each of whom must be a natural person. The Reliance bylaws provide that the Reliance board of directors is to consist of not less than nine nor more than fifteen members, which number may be changed from time to time within		Under the Delaware General Corporation Law, the board of directors of a corporation must consist of one or more members, each of whom must be a natural person. The EMJ bylaws provide that the EMJ board of directors is to consist of not less than three nor more than nine members, which number may be changed from time to time within such range by the

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Reliance		EMJ
such range by the Reliance board of directors. Currently, the number of members of the Reliance board of directors is nine.		EMJ board of directors. Currently, the number of members of the EMJ board of directors is nine.
Classification of Board of Directors
The California General Corporation Law permits classification of the board of directors of California corporations whose stock is listed on the Nasdaq National Market, the New York Stock Exchange, or the American Stock Exchange, referred to as a Listed Corporation, if the corporation adopts an amendment to its articles of incorporation or bylaws setting forth the classification provisions. Reliance’s bylaws divide its board of directors into two classes, which are to be as nearly equal in number as possible, and require one class to be elected each year and serve a two-year term.		The Delaware General Corporation Law permits classification of a Delaware corporation’s board of directors if the corporation’s certificate of incorporation, an initial bylaw or a bylaw approved by the stockholders so provides. The EMJ certificate of incorporation and the EMJ bylaws do not provide for classification of the EMJ board of directors.
Cumulative Voting
California law generally provides that if any shareholder has given notice of his or her intention to cumulate votes for the election of directors, any other shareholder of the corporation is also entitled to cumulate his or her votes at such election. Most California corporations are required by the California General Corporation Law to give shareholders the option to cumulate such shareholder’s votes for the election of directors. A California corporation that is a Listed Corporation can eliminate cumulative voting with shareholder approval to adopt amendments to the corporation’s articles of incorporation or bylaws. The Reliance bylaws provide for cumulative voting for the election of directors at meetings of shareholders. Accordingly, Reliance shareholders have cumulative voting rights in connection with the election of directors; provided that no shareholder can cumulate votes for any nominee unless the nominee has been nominated as a candidate for director prior to voting and the shareholder has given notice prior to voting of his intention to cumulate his votes. If any one shareholder has given such notice, all shareholders may cumulate their votes.		Under Delaware law, cumulative voting is not mandatory, and cumulative voting rights must be provided in a corporation’s certificate of incorporation if stockholders are to be entitled to cumulative voting rights. The EMJ certificate of incorporation and bylaws do not provide for cumulative voting. Accordingly, EMJ stockholders do not have cumulative voting rights in connection with the election of directors.
Removal of Directors

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Reliance		EMJ
Under the California General Corporation Law, the board of directors may declare vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony. Further, any director or the entire board of directors may be removed, with or without cause, with the approval of a majority of the outstanding shares entitled to vote thereon; however, no director may be removed (unless the entire board is removed) if the number of shares voted against the removal would be sufficient to elect the director under cumulative voting. In addition, when by the provisions of Reliance’s articles of incorporation, the holders of the shares of any class or series are entitled to elect one or more directors, any director so elected may be removed only by the applicable vote of the holders of the shares of that class or series. Shareholders holding at least 10% of the outstanding shares in any class may sue in superior court to remove from office any officer or director for fraud, dishonest acts or gross abuse of authority or discretion.		The Delaware General Corporation Law provides that, in the absence of cumulative voting or a classified board, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote in an election of directors. EMJ stockholders may remove one or all of the EMJ directors with or without cause.
Filing of Vacancies on the Board of Directors
Under the California General Corporation Law, any vacancy on the board of directors other than one created by removal of a director may be filled by the board of directors, unless otherwise provided in the corporation’s articles of incorporation or bylaws. Under Reliance’s bylaws, vacancies on the board of directors may be filled by the vote of a majority of the remaining directors, even if such remaining directors constitute less than a quorum.		Under the Delaware General Corporation Law, vacancies and newly created directorships may be filled by a majority of the directors then in office, even though less than a quorum, or by a sole remaining director unless otherwise provided in the certificate of incorporation or bylaws. Under the EMJ bylaws, vacancies on the board of directors may be filled by the vote of a majority of the remaining directors, even if such remaining directors constitute less than a quorum.
Special Meetings of the Board
Special meetings of the board of directors may be called by the chairman of the board, the chief executive officer or by any two directors.		Special meetings of the board of directors may be called by the president or any director.
Special Meetings of the Shareholders
Under the California General Corporation Law, special shareholder meetings of a corporation may be called by the corporation’s board of directors, the chairman of the board, the president or the holders of shares entitled to cast not less than 10% of the votes at such meeting or such additional persons as are authorized by the articles of incorporation or bylaws. The Reliance bylaws provide that a special meeting of		Under the Delaware General Corporation Law, special stockholder meetings of a corporation may be called by the corporation’s board of directors, or by any person or persons authorized to do so by the corporation’s certificate of incorporation or bylaws. The EMJ bylaws provide that a special meeting of stockholders may be called for any purpose by the board of directors, president (or in the event of his

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shareholders may be called for any purpose by the chairman of the board, the chief executive officer, the president, the board of directors, or by shareholders holding not less than 10% of the voting shares of the corporation.		absence or disability, the executive vice president), or the holders of not less than 20% of all of the outstanding shares of EMJ entitled to vote at the meeting.
Stockholder Proposals and Nominations
Neither California General Corporation Law nor the Reliance bylaws contains any specific provisions regarding notice of shareholders’ proposals or nominations for directors. Reliance has never received a shareholder proposal or nomination for director, but requires that a shareholder proposal be received by that the date specified in the proxy statement of the prior year, which is generally 120 days prior to the first anniversary of the date that Reliance commenced mailing its proxy materials for the preceding year’s annual meeting.		The Delaware General Corporation Law does not contain any specific provisions regarding notice of stockholders’ proposals or nominations for directors. The EMJ bylaws specify that nominations of individuals for election as directors and stockholder proposals may be made pursuant to EMJ’s notice of meeting, by or at the direction of the EMJ board of directors or by any holder of EMJ stock entitled to vote on the election of directors who complies with the requisite notice procedure. The notice procedure requires that a stockholder’s proposal or nomination of an individual for election as a director must be made in writing and received by the secretary of EMJ not later than the close of business on the 90th or earlier than the close of business on the 120th day prior to the first anniversary of the date EMJ commenced mailing its proxy materials for the preceding year’s annual meeting; provided that if the date of the annual meeting is advanced more than 30 days prior to, or delayed by more than 30 days after, the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be delivered not later than the close of business on the later of the 60th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such annual meeting is first made. In the event that the number of directors to be elected to EMJ’s board of directors is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased board of directors made by the corporation at least 100 days prior to the anniversary of the date EMJ commenced mailing its proxy materials for the preceding year’s annual meeting, a stockholder’s notice required by EMJ’s bylaws will also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered not later than the close of business on the tenth day following the day on which such

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		public announcement is first made by the corporation. EMJ’s board of directors and its Nominating and Corporate Governance Committee have adopted EMJ’s Stockholder Nominations and Communications Policy which provides for the consideration of candidates for director nominees recommended by stockholders and stockholder communications to the Board.
Advance Notice Provisions for Meetings of Shareholders
The Reliance bylaws provide that written notice of all meetings of shareholders must be given not less than ten or more than 60 days before the date of the meeting to each shareholder entitled to vote at the meeting. The notice shall state the place, date and hour of the meeting. If it is a special meeting, the notice shall also include the general nature of the business to be transacted. If it is an annual meeting, the notice shall also include those matters which the board of directors intends to present for action by the shareholders.		The EMJ bylaws provide that written notice of a stockholder meeting must state the place, date and hour of the meeting, and, in case of a special meeting, the purpose or purposes for which the special meeting is called. The notice must be given to each stockholder entitled to vote at the meeting not less than ten or more than 60 days before the meeting. In addition, the Delaware General Corporation Law requires that the notice include the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting.
Action by Written Consent of the Shareholders
Under the California General Corporation Law, unless otherwise provided in the corporation’s articles of incorporation, any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. The Reliance articles of incorporation do not contain a limitation on written consents.		Under the Delaware General Corporation Law, unless otherwise provided in the corporation’s certificate of incorporation, any action which may be taken at any annual or special meeting of stockholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. The EMJ certificate of incorporation does not contain a prohibition against written consents.
Proxies
The Reliance bylaws provide that any shareholder entitled to vote or execute consents shall have the right to do so by designating another person to act for such shareholder by proxy. No proxy, however, shall be voted or acted upon after 11 months from its date, unless the proxy provides for a longer period, but in no event longer than five years.		The EMJ bylaws enable each stockholder entitled to vote at a meeting of stockholders to authorize another person to act for such stockholder by proxy. No proxy, however, may be voted or acted upon after three years from its date, unless the proxy specifies a longer period.
Charter Amendment

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Under the California General Corporation Law, an amendment to the articles of incorporation requires the approval of the corporation’s board of directors and the affirmative vote of a majority of the outstanding shares entitled to vote thereon, either before or after the board of directors approval, although certain minor amendments may be adopted by the board of directors alone, such as amendments causing stock splits. Under the General California Corporation Law, the holders of the outstanding shares of a class of stock are entitled to vote as a class if a proposed amendment to the articles of incorporation would: (1) increase or decrease the aggregate number of authorized shares of such class, (2) effect an exchange, reclassification or cancellation of all or part of the shares of such class, other than a stock split, (3) effect an exchange, or create a right of exchange, of all or part of the shares of another class into the shares of such class, (4) change the rights, preferences, privileges or restrictions of the shares of such class, (5) create a new class of shares having rights, preferences or privileges prior to the shares of such class, or increase the rights, preferences or privileges or the number of authorized shares having rights, preference or privileges prior to the shares of such class, (6) in the case of preferred shares, divide the shares of any class into series having different rights, preferences, privileges or restrictions or authorize the board of directors to do so or (7) cancel or otherwise affect dividends on the shares of such class which have accrued but have not been paid.		Under the Delaware General Corporation Law, an amendment to the certificate of incorporation requires (1) the approval of the board of directors, (2) the approval of the holders of a majority of the outstanding stock entitled to vote upon the proposed amendment and (3) the approval of the holders of a majority of the outstanding stock of each class entitled to vote thereon as a class. The EMJ certificate of incorporation provides that EMJ reserves the right at any time to amend or repeal any provision of the EMJ certificate of incorporation and that all rights conferred thereby are granted subject to such right of EMJ, but does not contain any provisions altering the standards for amendment.
Amendment of Bylaws
Under the California General Corporation Law, bylaws may be adopted, amended or repealed by a majority of the shareholders entitled to vote or by the board of directors; provided, however, the corporation’s articles of incorporation or bylaws may restrict or eliminate the power of the board to adopt, amend or repeal any or all bylaws. Neither the Reliance articles of incorporation nor the Reliance bylaws restrict the power of the board to adopt, amend or repeal the Reliance bylaws.		Under the Delaware General Corporation Law, bylaws may be adopted, amended or repealed by the stockholders entitled to vote, and by the board of directors if the corporation’s certificate of incorporation confers the power to adopt, amend or repeal the corporation’s bylaws upon the directors. The EMJ certificate of incorporation confers the power to adopt, amend or repeal the EMJ bylaws upon the EMJ board of directors, subject to the power of the EMJ stockholders to alter or repeal any bylaws made by the EMJ board of directors.
Dividends and Repurchases of Shares

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Under the California General Corporation Law, no distributions to a corporation’s shareholders may be made unless: either (1)(a) amount of the retained earnings of the corporation immediately prior to the distribution equals or exceeds the amount of the proposed distribution; or (b) immediately after the distribution, the sum of the assets of the corporation (excluding certain items) is at least equal to 11/4 times its liabilities, and the current assets of the corporation are at least equal to its current liabilities, or if the average of the earnings of the corporation before taxes on income and before interest expense for the two preceding fiscal years was less than the average of the interest expense of the corporation for those fiscal years, at least equal to 11/4 times its current liabilities; and (2) after giving effect to the distribution, the corporation is able to meet its liabilities as they come due. The California General Corporation Law generally provides that a corporation may acquire its own shares, with the payment for such shares being subject to the same restrictions as dividend payments.		Under the Delaware General Corporation Law, the board of directors of a corporation may, subject to any restrictions contained in its certificate of incorporation, declare and pay dividends upon the shares of its capital stock either (1) out of its surplus or (2) if there is not surplus, out of net profits for the fiscal year in which the dividend is declared or the preceding fiscal year, provided that if the capital of the corporation is less than the aggregate amount of capital represented by the issued and outstanding stock of all classes having a preference upon the distributions of the assets of the corporation, then the board of directors may not declare and pay dividends out of net profits. The Delaware General Corporation Law generally provides that a corporation may redeem or purchase its shares only if such redemption or repurchase would not impair the capital of the corporation.
Appraisal and Dissenters’ Rights
Under the California General Corporation Law, if the approval of the outstanding shares of the corporation is required for a merger, share exchange or reorganization, each shareholder entitled to vote on the transaction, and who did not vote in favor of the merger, share exchange or reorganization, may require the corporation to purchase for cash at fair market value the shares owned by such shareholder, except that no dissenters’ rights are available for shares listed on any national securities exchange certified by the Commissioner of Corporations, such as the New York Stock Exchange, or listed on the Nasdaq National Market, unless there exists with respect to such shares any restriction on transfer imposed by the corporation or by any law or regulation or if demands for payment are filed with respect to 5% or more of the outstanding shares of that class.		Under the Delaware General Corporation Law, a stockholder of a Delaware corporation, such as EMJ, who has not voted in favor of, nor consented in writing to, a merger or consolidation in which the corporation is participating generally has the right to an appraisal of the fair value of the stockholder’s shares of stock, subject to specified procedural requirements. The Delaware General Corporation Law does not confer appraisal rights, however, if the corporation’s stock is either(1) listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or(2) held of record by more than 2,000 holders. Even if a corporation’s stock meets the foregoing requirements, however, the Delaware General Corporation Law provides that appraisal rights generally will be permitted if stockholders of the corporation are required to accept for their stock in any merger, consolidation or similar transaction anything other than (1) shares of the corporation surviving or resulting from the transaction, or depository receipts representing shares of the surviving or resulting corporation, or those shares or depository receipts plus cash in lieu of fractional interests, (2) shares of

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		any other corporation, or depository receipts representing shares of the other corporation, or those shares or depository receipts plus cash in lieu of fractional interests, which shares or depository receipts are listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or held of record by more than 2,000 holders or (3) any combination of the foregoing. Notwithstanding that the outstanding shares of EMJ common stock are listed on the New York Stock Exchange, holders of EMJ common stock will have appraisal rights as a result of the merger because the merger consideration consists of Reliance common stock and cash. See the discussion in “Appraisal Rights for EMJ Stockholders” on page 114.
Liability and Indemnity
The California General Corporation Law provides that a corporation may indemnify a director or officer against expenses actually and reasonably incurred by him in association with any action, suit or proceeding in which he is involved by reason of his service to the corporation, if the director or officer acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to a criminal proceeding, the director or officer had no reason to believe that the act was unlawful. The California General Corporation Law requires a corporation to indemnify a director or officer who successfully defends himself in such a proceeding. The Reliance articles of incorporation provide that directors shall not be personally liable to the corporation for monetary damages to the fullest extent allowed under the California General Corporation Law. The Reliance bylaws provide that directors and officers shall be indemnified to the fullest extent permitted by the California General Corporation Law.		The Delaware General Corporation Law provides that a corporation may indemnify a director or officer against expenses actually and reasonably incurred by him in association with any action, suit or proceeding in which he is involved by reason of his service to the corporation, if the director or officer acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to a criminal proceeding, the director or officer had no reason to believe that the act was unlawful. The Delaware General Corporation Law requires a corporation to indemnify a director or officer who successfully defends himself in such a proceeding. The EMJ certificate of incorporation provides that directors shall not be personally liable for breaches of their duties as directors, to the fullest extent allowed under the Delaware General Corporation Law. The EMJ bylaws provide that directors and officers shall be indemnified to the fullest extent permitted by the Delaware General Corporation Law.
Indemnity Insurance
Reliance has purchased directors’ and officers’ liability insurance for the benefit of its directors and officers. Reliance has also entered into		The EMJ bylaws authorize the purchase of indemnity insurance for the benefit of any person who is or was a director, officer, employee or agent of EMJ, or is or

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indemnification agreements with each of its directors and officers, to indemnify these persons against certain liabilities, including in cases where indemnification might not otherwise be available in the absence of these agreements.		was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in such capacity, or arising out of such person’s status as such, whether or not EMJ would have the power to indemnify such person against such liability under EMJ’s bylaws. EMJ has purchased directors’ and officers’ insurance and has entered into an indemnification agreement with each of its directors and officers.
Preemptive Rights
Under California law, a shareholder is not entitled to preemptive rights to subscribe for additional issuances of stock, or any security convertible into stock, unless the rights are specifically granted in the articles of incorporation. The Reliance articles of incorporation do not provide for any such preemptive rights.		Under Delaware law, a stockholder is not entitled to preemptive rights to subscribe for additional issuances of stock, or any security convertible into stock, unless the rights are specifically granted in the certificate of incorporation. The EMJ certificate of incorporation does not provide for any such preemptive rights.
Certain Business Combination Restrictions
Under California law, except where the fairness of the transaction has been approved by the California Commissioner of Corporations and except in a “short-form” merger (the merger of a parent corporation with a subsidiary in which the parent owns at least 90% of the outstanding shares of each class of the subsidiary’s stock), if the surviving corporation or its parent corporation owns, directly or indirectly, shares of the target corporation representing more than 50% of the voting power of the target corporation prior to the merger, the nonredeemable common stock of a target corporation may be converted only into nonredeemable common stock of the surviving corporation or its parent corporation, unless all of the shareholders of the class consent. The effect of this provision is to prohibit a cash-out merger of minority shareholders, except where the majority shareholders already own 90% or more of the voting power of the target corporation and could, therefore, effect a short-form merger to accomplish such a cash-out of minority shareholders. The California General Corporation Law also provides that, except in certain circumstances, when a tender offer or a proposal for reorganization or for a		The Delaware General Corporation Law generally prohibits a corporation from engaging in a “business combination” with an “interested stockholder” (generally, one who beneficially owns 15% or more of the voting power) for a period of three years following the date that the stockholder became an “interested stockholder” unless: • prior to that time the corporation’s board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an “interested stockholder;” • upon completion of the transaction that resulted in the stockholder becoming an “interested stockholder,” the “interested stockholder” owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, subject to specified adjustments, or • at or subsequent to that time, the business combination is approved by the corporation’s board of directors and authorized at an annual or special meeting of stockholders by the affirmative vote of at least 662/3% of the outstanding voting stock that is

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sale of assets is made by an interested party (generally a controlling or managing party of the target corporation), an affirmative opinion in writing as to the fairness of the consideration to be paid to the shareholders must be delivered to shareholders. This fairness opinion requirement does not apply to a corporation that does not have shares held of record by at least 100 persons, or to a transaction that has been qualified under California state securities laws. Furthermore, if a tender of shares or vote is sought pursuant to an interested party’s proposal and a later proposal is made by another party at least ten days prior to the date of acceptance of the interested party’s proposal, the shareholders must be informed of the later offer and be afforded a reasonable opportunity to withdraw any vote, consent or proxy, or to withdraw any tendered shares.		not owned by the “interested stockholder.” The three-year prohibition on business combinations with an “interested stockholder” does not apply under certain circumstances, including business combinations with a corporation that does not have a class of voting stock that is: • listed on a national securities exchange; • authorized for quotation on the Nasdaq Stock Market; or • held of record by more than 2,000 stockholders; unless, in each case, this result was directly or indirectly caused by the “interested stockholder” or from a transaction in which a person became an “interested stockholder.” The term “business combination” is defined to include a wide variety of transactions, including mergers, consolidations, sales or other dispositions of 10% or more of a corporation’s assets and various other transactions that may benefit an “interested stockholder.” The EMJ certificate of incorporation opts out of the restrictions prescribed by this section of the Delaware General Corporation Law. The merger does not constitute a prohibited business combination under this statute.
Vote on Extraordinary Corporate Transactions
Under the California General Corporation Law, the principal terms of a merger or reorganization must be approved by a vote of the board of directors of each constituent corporation in a merger or sale of assets reorganization. The California General Corporation Law also generally requires the affirmative vote of a majority of the outstanding shares of each class entitled to vote thereon (two classes of common stock differing only as to voting rights are considered to be a single class for these purposes), except that, unless required by a corporation’s articles of incorporation, no authorizing shareholder vote is required of a corporation surviving a merger if the shareholders of such corporation shall own, immediately after the merger, more than5/6 of the voting power of the surviving corporation. Regardless of the voting power		Under the Delaware General Corporation Law, unless otherwise provided in the corporation’s certificate of incorporation, a sale or other disposition of all or substantially all of the corporation’s assets, a merger or a consolidation of the corporation with another corporation requires the affirmative vote of a majority of the board of directors (except in certain limited circumstances) and, with certain exceptions, the affirmative vote of a majority of the outstanding shares entitled to vote on the matter. Furthermore, under the Delaware General Corporation Law, unless otherwise provided in the corporation’s certificate of incorporation, approval of the stockholders of a surviving corporation in a merger is not required if: (1) the agreement of merger does not amend in any respect the certificate of incorporation of the

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exercised by the shareholders in the resulting corporation, however, the California General Corporation Law requires the affirmative vote of a majority of the outstanding shares entitled to vote thereon if (1) the surviving corporation’s articles of incorporation will be amended and would otherwise require shareholder approval or (2) shareholders of such corporation will receive shares of the surviving corporation having different rights, preferences, privileges or restrictions (shares in a foreign corporation are, by definition, considered to have different rights) than the shares surrendered.		surviving corporation, (2) the shares outstanding immediately before the effectiveness of the merger are not changed by the merger and (3) either no shares of common stock of the surviving corporation and no shares, securities or obligations convertible into this stock are to be issued or delivered under the plan of merger, or the authorized unissued shares or the treasury shares of common stock of the surviving corporation to be issued or delivered under the plan of merger, plus those initially issuable upon conversion of any other shares, securities or obligations to be issued or delivered under the plan do not exceed 20% of the shares of common stock of the surviving corporation outstanding immediately prior to the merger. Approval of the merger requires the affirmative vote of the holders of a majority of the outstanding shares of EMJ common stock entitled to vote at the special meeting.
Fiduciary Duties of Directors
Under California law, directors are required to perform their duties in good faith in a manner that the director believes to be in the best interests of the corporation and its shareholders. The duty of care under California law requires that the directors act with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.		Under Delaware law, the standards of conduct for directors have developed through Delaware case law. Generally, directors of Delaware corporations are subject to a duty of loyalty and a duty of care. The duty of loyalty requires directors to refrain from self- dealing and the duty of care requires directors in managing the corporate affairs to use that level of care which ordinarily careful and prudent persons would use in similar circumstances. When directors act consistently with their duties of loyalty and care, their decisions generally are presumed to be valid under the business judgment rule.
Interested Party Transactions
Under California law, no contract or transaction that is between a corporation and one or more of its directors, or between a corporation and another firm in which one or more of the corporation’s directors has a material financial interest is void or voidable solely because such director or other corporation or firm is a party or because the director is present at or participates in the meeting of the board of directors or committee that authorizes the contract or transaction, if one or more of the following is true: (1) the material facts of the transaction and the director’s interest are fully disclosed to or known by the board of directors or a committee of the board of directors, and the board of directors or the committee		Under Delaware law, no contract or transaction that is between a corporation and one or more of its directors or officers, between a corporation and another corporation in which one or more of the corporation’s directors or officers are directors or officers, or between a corporation and another corporation in which one or more of the corporation’s directors or officers has a financial interest is void or voidable solely because of such relationship or interest, or solely because the director or officer is present at or participates in the meeting of the board of directors or committee that authorizes the contract or transaction, or solely because the director’s or officer’s vote was counted for this purpose, if one or

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authorizes or ratifies the transaction in good faith by a vote sufficient without counting the vote of any interested director, and such contract or transaction is just and reasonable as to the corporation at the time the board of directors approves or ratifies it, (2) the material facts of the transaction and the director’s interest are fully disclosed to or known by the uninterested shareholders entitled to vote on the matter and they specifically approve in good faith the contract or transaction or (3) the contract or transaction is just and reasonable to the corporation at the time it was approved or ratified with the burden of proof on the person asserting the validity of the contract or transaction.		more of the following is true: (1) the material facts of the contract or transaction and the director’s or officer’s relationship or interest are disclosed to or known by the board of directors or a committee of the board of directors, and the board of directors or the committee in good faith authorizes the contract or transaction by an affirmative vote of the majority of the disinterested directors (even though these directors are less than a quorum), (2) the material facts of the contract or transaction and the director’s or officer’s relationship or interest are disclosed to or known by the shareholders entitled to vote on the matter and they specifically approve in good faith the contract or transaction or (3) the contract or transaction is fair to the corporation as of the time it was authorized, approved or ratified.
Shareholder Suits
Under California law, a shareholder bringing a derivative action on behalf of the corporation need not have been a shareholder at the time of the transaction in question, provided that certain tests are met concerning the fairness of allowing the action to go forward. The shareholder must make his or her demands on the board of directors before filing suit. California law also provides that the corporation or the defendant in a derivative suit may make a motion to the court for an order requiring the plaintiff shareholder to furnish a security bond.		Under Delaware law, a stockholder may initiate a derivative action to enforce a right of a corporation if the corporation wrongfully fails to enforce the right itself. An individual may also commence a class action suit on behalf of himself and other similarly situated stockholders to enforce an obligation owed to the stockholders directly where the requirements for maintaining a class action under Delaware law have been met. The complaint must: (1) state that the plaintiff was a stockholder at the time of the transaction of which the plaintiff complains or that the plaintiff’s shares thereafter devolved on the plaintiff by operation of law and (2) with respect to a derivative action: (a) allege with particularity the efforts made by the plaintiff to obtain the action the plaintiff desires from the directors or (b) allege with particularity that such effort would have been futile. Additionally, the plaintiff must remain a stockholder through the duration of the suit. The action will not be dismissed or compromised without the approval of the Delaware Court of Chancery.
Inspection of Books and Records
Under California law, shareholders holding an aggregate of 5% or more of the corporation’s outstanding voting shares, or shareholders holding an aggregate of 1% or more of such shares who have filed a Schedule 14A with the SEC, shall have an absolute right to inspect and copy the corporation’s shareholder list. In addition, Section 1601 of the California General Corporation Law provides that any shareholder may inspect the accounting books		Under Delaware law, any stockholder is entitled to inspect and copy books and records, including the corporation’s stock ledger and a list of its stockholders, as long as the inspection is for a proper purpose and during the usual hours of business, and the demand is made in writing and under oath.

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and records and minutes of a corporation, provided that the inspection is for a purpose reasonably related to the person’s interests as a shareholder. The Reliance bylaws also provide that, upon written demand, stockholders may inspect Reliance’s books of account and minutes of proceedings of the shareholders and the board of directors for purposes reasonably related to the shareholders’ interests.
Stockholder Rights Plan
The California General Corporation Law does not include a statute expressly validating shareholders rights plans. Reliance currently does not have a shareholder rights plan in effect.		The Delaware General Corporation Law does not include a statutory provision expressly validating stockholder rights plans; however, such plans have generally been upheld by decision of courts applying Delaware law. Dead hand stockholder rights plans are not permitted under Delaware law. EMJ currently does not have a stockholder rights plan in effect, but under Delaware law the EMJ board of directors could adopt such a plan without stockholder approval.

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Reliance SEC Filings (SEC File NO. 001-13122)		Period Covered or Date Filed
Annual Report on Form 10-K		Year ended December 31, 2004
Quarterly Reports on Form 10-Q		Quarterly Periods ended March 31, 2005, June 30, 2005 and September 30, 2005
Current Reports on Form 8-K		Filed on May 2, 2005, June 6, 2005, June 22, 2005, July 8, 2005, September 16, 2005, October 7, 2005, January 6, 2005, January 19, 2006, February 3, 2006 and February 16, 2006 (other than the portions of those documents not deemed to be filed)
The description of Reliance common stock set forth in Reliance’s Registration Statement on Form 8-A, including all amendments and reports filed for the purpose of updating such description		Filed with the SEC on January 2, 1994

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EMJ SEC Filings (SEC File NO. 001-07537)		Period Covered or Date Filed
Annual Report on Form 10-K		Year ended March 31, 2005
Quarterly Reports on Form 10-Q		Quarterly Periods ended June 30, 2005, September 28, 2005 and December 30, 2005
Current Reports on Form 8-K		Filed on April 15, 2005, April 21, 2005, May 6, 2005 and January 19, 2006 (other than the portions of those documents not deemed to be filed)
The description of EMJ common stock set forth in EMJ’s Registration Statement on Form 8-A, including all amendments and reports filed for the purpose of updating such description		Filed with the SEC on March 22, 2005

Reliance Steel & Aluminum Co.		Earle M. Jorgensen Company
350 South Grand Avenue, Suite 5100		10650 Alameda Street
Los Angeles, California 90071		Lynwood, California 90262
Attention: Investor Relations		Attention: Investor Relations
Telephone: (213) 687-7700		Telephone: (323) 567-1122
www.rsac.com		www.emjmetals.com

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				Page
ARTICLE I Definitions; The Merger					A-1
Section 1.01.		Definitions; Interpretations			A-1
Section 1.02.		The Merger			A-8
Section 1.03.		Closing			A-9
Section 1.04.		Effective Time			A-9
Section 1.05.		Effects			A-9
Section 1.06.		Certificate of Incorporation and Bylaws			A-9
Section 1.07.		Directors			A-10
Section 1.08.		Officers			A-10
Section 1.09.		Additional Actions			A-10
ARTICLE II Effect on the Capital Stock of the Constituent Corporations; Exchange of Certificates					A-10
Section 2.01.		Effect on Capital Stock			A-10
Section 2.02.		Exchange Procedures			A-12
Section 2.03.		Company Stock Options; Holding Stock Options			A-15
Section 2.04.		Dissenter Rights			A-17
ARTICLE III Representations and Warranties of the Company					A-17
Section 3.01.		Organization, Standing and Power			A-17
Section 3.02.		Company Subsidiaries; Equity Interests			A-18
Section 3.03.		Capital Structure			A-18
Section 3.04.		Authority; Execution and Delivery; Enforceability			A-19
Section 3.05.		No Conflicts; Consents			A-20
Section 3.06.		Company SEC Documents; Company Financial Statements; Undisclosed Liabilities			A-21
Section 3.07.		Information Supplied			A-22
Section 3.08.		Absence of Certain Changes or Events			A-22
Section 3.09.		Taxes			A-23
Section 3.10.		Absence of Changes in Benefit Plans			A-24
Section 3.11.		ERISA Compliance; Excess Parachute Payments			A-25
Section 3.12.		Litigation			A-28
Section 3.13.		Compliance with Applicable Laws			A-28
Section 3.14.		Assets Other than Real Property Interests			A-28
Section 3.15.		Real Property			A-29
Section 3.16.		Labor Matters			A-29
Section 3.17.		Contracts			A-30
Section 3.18.		Environmental Matters			A-32
Section 3.19.		Intellectual Property			A-32
Section 3.20.		Controls and Procedures			A-33
Section 3.21.		Broker’s Fees; Finder’s Fees			A-34

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Section 3.22.		Opinion of Financial Advisor			A-34
Section 3.23.		Reorganization; Approvals			A-34
Section 3.24.		Insurance			A-34
Section 3.25.		State Takeover Statutes			A-35
ARTICLE IV Representations and Warranties of Parent and Sub					A-35
Section 4.01.		Organization, Standing and Power			A-35
Section 4.02.		Sub; Parent Subsidiaries			A-35
Section 4.03.		Capital Structure			A-35
Section 4.04.		Authority; Execution and Delivery; Enforceability			A-36
Section 4.05.		No Conflicts; Consents			A-37
Section 4.06.		Parent SEC Documents; Parent Financial Statements; Undisclosed Liabilities			A-37
Section 4.07.		Information Supplied			A-38
Section 4.08.		Absence of Certain Changes or Events			A-39
Section 4.09.		Litigation			A-39
Section 4.10.		Compliance with Applicable Laws			A-39
Section 4.11.		Controls and Procedures			A-40
Section 4.12.		Environmental Matters			A-41
Section 4.13.		ERISA Compliance; Excess Parachute Payments			A-42
Section 4.14.		Intellectual Property			A-44
Section 4.15.		Real Property			A-44
Section 4.16.		Labor Matters			A-44
Section 4.17.		Taxes			A-45
Section 4.18.		Broker’s Fees; Finder’s Fees			A-46
Section 4.19.		Reorganization; Approvals			A-46
Section 4.20.		Aggregate Cash Consideration			A-46
Section 4.21.		Insurance			A-46
ARTICLE V Covenants Relating to Conduct of Business					A-46
Section 5.01.		Conduct of Business			A-46
Section 5.02.		No Solicitation			A-51
ARTICLE VI Additional Agreements					A-52
Section 6.01.		Preparation of the Form S-4 and the Company Proxy Statement; Company Stockholders’ Meetings			A-52
Section 6.02.		HSR Act Filing			A-54
Section 6.03.		Access to Information; Confidentiality			A-55
Section 6.04.		Reasonable Efforts; Notification			A-56
Section 6.05.		Company Stock Options; Company RSP; Other Employee Benefits			A-57
Section 6.06.		Indemnification; Insurance			A-59
Section 6.07.		Fees and Expenses			A-60
Section 6.08.		Public Announcements			A-60
Section 6.09.		Transfer Taxes			A-61
Section 6.10.		Affiliates			A-61
Section 6.11.		Stock Exchange Listing and Delisting			A-61

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Section 6.12.		Tax Treatment			A-61
Section 6.13.		Stockholder Litigation			A-61
Section 6.14.		Section 16(b)			A-61
Section 6.15.		Notice of Certain Events			A-62
Section 6.16.		Payment of Fees			A-62
ARTICLE VII Conditions Precedent					A-62
Section 7.01.		Conditions to Each Party’s Obligation to Effect the Merger			A-62
Section 7.02.		Conditions to Obligations of Parent and Sub			A-63
Section 7.03.		Conditions to Obligation of the Company			A-64
Section 7.04.		Frustration of Closing Conditions			A-65
ARTICLE VIII Termination, Amendment and Waiver					A-65
Section 8.01.		Termination			A-65
Section 8.02.		Effect of Termination			A-66
Section 8.03.		Amendment			A-66
Section 8.04.		Extension; Waiver			A-66
Section 8.05.		Procedure for Termination, Amendment, Extension or Waiver			A-67
ARTICLE IX General Provisions					A-67
Section 9.01.		Nonsurvival of Representations and Warranties			A-67
Section 9.02.		Notices			A-67
Section 9.03.		Severability			A-68
Section 9.04.		Counterparts; Facsimile			A-68
Section 9.05.		Entire Agreement; No Third Party Beneficiaries			A-68
Section 9.06.		Governing Law			A-69
Section 9.07.		Assignment			A-69
Section 9.08.		Enforcement			A-69

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	(i) a fraction of a share (rounded to four (4) decimal places) of validly issued, fully paid and nonassessable Parent Common Stock at an exchange ratio (the “Exchange Ratio”) as determined in accordance with this Section 2.01(c) (the “Stock Consideration”); and
	(ii) an amount in cash equal to $6.50 (the “Cash Consideration” and, together with the Stock Consideration and any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.02(e), the “Merger Consideration”).
	(iii) The Exchange Ratio shall be calculated as follows:

	(A) If the Average Parent Stock Price (as defined below in Section 2.01(c)(iii)(D)) is equal to or more than $72.86 (the “Upper Limit”), then the Exchange Ratio shall be 0.0892 shares of Parent Common Stock for each share of Company Common Stock.
	(B) If the Average Parent Stock Price is less than the Upper Limit but more than $53.86 (the “Lower Limit”), then the Exchange Ratio shall be equal to a fraction of a share of Parent Common Stock for each share of Company Common Stock determined by dividing $6.50 by the Average Parent Stock Price.
	(C) If the Average Parent Stock Price is equal to or less than the Lower Limit, then the Exchange Ratio shall be 0.1207 shares of Parent Common Stock for each share of Company Common Stock.
	(D) For purposes of this Agreement, “Average Parent Stock Price” means an amount equal to the average of the daily closing sale prices for the Parent Common Stock on the NYSE, as reported in The Wall Street Journal, Northeastern edition, for each of the twenty (20) consecutive trading days ending with and including the second (2nd) complete trading day prior to the Effective Time (as adjusted for any reclassification, recapitalization, subdivision, split-up, combination, exchange of shares or readjustment of, or a stock dividend on, the Parent Common Stock as provided in Section 2.01(c)(iv)).

(iv) Notwithstanding anything in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the outstanding shares of Parent Common Stock shall have been changed into a different number of shares or a different class by reason of any reclassification, recapitalization, subdivision, split-up, combination, exchange of shares or readjustment, or a stock dividend thereon shall be

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(v) As of the Effective Time, all shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a Certificate (excluding any shares of Company Common Stock canceled pursuant to Section 2.01(b) and any Dissenter Shares) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration upon surrender of such Certificate (or, in the case of a lost, stolen or destroyed Certificate, upon delivery of an affidavit or bond, as applicable, pursuant to Section 2.02(k)) in accordance with Section 2.02, and any Dissenter Shares shall cease to have any rights with respect thereto, except the right to receive Merger Consideration upon surrender of such Certificate in accordance with Section 2.04, without interest.

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	(i) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the conversion of Company Common Stock pursuant to Section 2.01(c), and such fractional share interests shall not entitle the owner thereof to vote or to any rights of a holder of Parent Common Stock. For purposes of this Section 2.02(e), all fractional shares to which a single record holder would be entitled shall be aggregated and calculations shall be rounded to three (3) decimal places.
	(ii) In lieu of any such fractional shares, each holder of Company Common Stock who would otherwise be entitled to such fractional shares shall be entitled to an amount in cash, without interest, rounded to the nearest cent, equal to the product of (A) the amount of the fractional share interest in a share of Parent Common Stock to which such holder is entitled under Section 2.01(c) (or would be entitled but for this Section 2.02(e)) and (B) the Average Parent Stock Price.

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	(a) any state of facts, event, change, effect, development, condition or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect;
	(b) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any Company Common Stock or any repurchase for value by the Company of any Company Common Stock;

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	(c) any split, combination or reclassification of any Company Common Stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Common Stock;
	(d) (i) any granting by the Company or any Company Subsidiary to any Participant of any loan or any increase in compensation, benefits, perquisites or any bonus or award, except in the ordinary course of business consistent with prior practice or (ii) any granting by the Company or any Company Subsidiary to any such Participant of any increase in severance, change in control or termination pay or benefits, in each case, except as was required under any employment, severance or termination agreements in effect as of the date of the most recent audited financial statements included in the Company SEC Documents;
	(e) any damage, destruction or loss, whether or not covered by insurance, that individually or in the aggregate has had or would reasonably be expected to have a Company Material Adverse Effect;
	(f) any change in accounting methods, principles or practices by the Company or any Company Subsidiary, except insofar as may have been required by a change in GAAP;
	(g) any sale, lease, transfer or assignment by the Company or any Company Subsidiary of any material assets, tangible or intangible, other than for a fair consideration in the ordinary course of business and other than the disposition of obsolete or unusable property;
	(h) any acceleration of the collection of accounts receivable or deferring payment of liabilities that could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; or
	(i) a binding commitment by the Company or any Company Subsidiaries relating to any of the foregoing.

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	(i) Contracts (including any so-called take-or-pay or keepwell agreements) under which (A) any person including the Company or a Company Subsidiary, has directly or indirectly guaranteed indebtedness, liabilities or obligations of the Company or a Company Subsidiary in excess of $3,000,000 or (B) the Company or a Company Subsidiary has directly or indirectly guaranteed indebtedness, liabilities or obligations of any person, including the Company or another Company Subsidiary, in excess of $3,000,000 (in each case other than endorsements for the purpose of collection in the ordinary course of business);
	(ii) Contracts under which the Company or a Company Subsidiary has, directly or indirectly, made any advance, loan, extension of credit or capital contribution to, or other investment in, any person in excess of $3,000,000 (other than the Company or a Company Subsidiary and other than extensions of trade credit in the ordinary course of business);
	(iii) Contracts granting a Lien upon any Company Property or any other asset of the Company or any Company Subsidiary securing indebtedness or other obligations, in each case in excess of $3,000,000;
	(iv) Contracts providing for indemnification of any person in excess of $3,000,000 with respect to material liabilities relating to such person’s current or former services as officer, director, consultant and agent to the Company, any Company Subsidiary or any predecessor person;

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	(v) a Contract not made in the ordinary course of business in which the amount involved exceeds $1,000,000;
	(vi) (A) a Contract with a Governmental Entity in which the amount involved exceeds $3,000,000 or (B) a material license or permit by or from any Governmental Entity;
	(vii) currency exchange, interest rate exchange, commodity exchange or similar Contract;
	(viii) a Contract for any joint venture, partnership or similar arrangement;
	(ix) a lease, sublease or similar agreement with respect to Company Property in which the amount involved exceeds $3,000,000 per annum;
	(x) a Contract under which the Company or a Company Subsidiary has agreed to purchase or lease any real property or any interest in real property for a purchase price in excess of $3,000,000 or an annual rental in excess of $3,000,000 or to construct any improvements on real property or a leasehold interest in real property for a contract sum in excess of $3,000,000;
	(xi) a Contract that is a “material contract” as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC;
	(xii) a Contract that materially limits or otherwise materially restricts the right of the Company or any of the Company Subsidiaries to engage or compete in any line of business in any geographic area;
	(xiii) a Contract that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC; or
	(xiv) a Contract other than as set forth above to which the Company or a Company Subsidiary is a party or by which it or any of its assets or businesses is bound or subject that is material to the business of the Company and the Company Subsidiaries or the use or operation of their assets and in which the amount involved exceeds $10,000,000.

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	(a) the Company and each of the Company Subsidiaries are, and have been, in compliance with all Environmental Laws, and neither the Company nor any of the Company Subsidiaries has received any (i) communication that alleges that the Company or any of the Company Subsidiaries is in violation of, or has liability under, any Environmental Law or (ii) written request for information pursuant to any Environmental Law;
	(b) (i) the Company and each of the Company Subsidiaries have obtained and are in compliance with all Environmental Permits necessary for their operations as currently conducted, (ii) all such Environmental Permits are valid and in good standing and (iii) neither the Company nor any of the Company Subsidiaries has been advised by any Governmental Entity of any actual or potential change in the status or terms and conditions of any Environmental Permit;
	(c) there are no Environmental Claims pending or, to the knowledge of the Company, threatened, against the Company or any of the Company Subsidiaries;
	(d) there have been no Releases by the Company or any of the Company Subsidiaries or their predecessors of any Hazardous Material or other contamination of any property currently or formerly owned, leased or operated by the Company or any of the Company Subsidiaries (including soils, groundwater or surface water) that would reasonably be expected to form the basis of any Environmental Claim or grounds for remediation against the Company or any of the Company Subsidiaries or against any person whose liabilities for such Environmental Claims the Company or any of the Company Subsidiaries has, or may have, retained or assumed, either contractually or by operation of Law;
	(e) (i) neither the Company nor any of the Company Subsidiaries has retained or assumed, either contractually or by operation of Law, any liabilities or obligations that would reasonably be expected to form the basis of any Environmental Claim against the Company or any of the Company Subsidiaries, and (ii) to the knowledge of the Company, no Environmental Claims are pending against any Person whose liabilities for such Environmental Claims the Company or any of the Company Subsidiaries has, or may have, retained or assumed, either contractually or by operation of Law; and
	(f) neither the Company nor any of the Company Subsidiaries has arranged for the treatment or disposal of any Hazardous Material on any third person property undergoing cleanup pursuant to any Environmental Law.

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	(a) Parent and each of the Parent Subsidiaries are, and have been, in compliance with all Environmental Laws, and neither Parent nor any of the Parent Subsidiaries has received any (i) communication that alleges that Parent or any of the Parent Subsidiaries is in violation of, or has liability under, any Environmental Law or (ii) written request for information pursuant to any Environmental Law;
	(b) (i) Parent and each of the Parent Subsidiaries have obtained and are in compliance with all Environmental Permits necessary for their operations as currently conducted, (ii) all such Environmental Permits are valid and in good standing and (iii) neither Parent nor any of the Parent Subsidiaries has been advised by any Governmental Entity of any actual or potential change in the status or terms and conditions of any Environmental Permit;
	(c) there are no Environmental Claims pending or, to the knowledge of Parent, threatened, against Parent or any of the Parent Subsidiaries;
	(d) there have been no Releases by Parent or any of the Parent Subsidiaries or their predecessors of any Hazardous Material or other contamination of any property currently or formerly owned, leased or operated by Parent or any of the Parent Subsidiaries (including soils, groundwater or surface water) that would reasonably be expected to form the basis of any Environmental Claim or grounds for remediation against Parent or any of the Parent Subsidiaries or against any person whose liabilities for such Environmental Claims Parent or any of the Parent Subsidiaries has, or may have, retained or assumed, either contractually or by operation of Law;
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	(f) Neither Parent nor any of the Parent Subsidiaries has arranged for the treatment or disposal of any Hazardous Material on any third person property undergoing cleanup pursuant to any Environmental Law.

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	(A) Ordinary Course. The Company and the Company Subsidiaries shall in all material respects carry on their respective businesses in the usual, regular and ordinary course and consistent with past practice. Without limiting the foregoing, the Company and the Company Subsidiaries shall use their commercially reasonable efforts to preserve substantially intact their present lines of business, maintain their rights and franchises and preserve substantially intact their relationships with customers, suppliers and others having business dealings with them and keep available the services of their present officers and employees, in each case to the end that their ongoing businesses shall not be impaired in a manner that would have a Company Material Adverse Effect at the Effective Time.
	(B) Dividends; Changes in Share Capital. The Company shall not, and shall not permit any of the Company Subsidiaries to (1) declare, set aside or pay any dividend or other distribution with respect to any of its capital stock (except for dividends by wholly owned Company Subsidiaries to the Company), (2) split, combine or reclassify any of its capital stock or issue any other securities in respect of, in lieu of or in substitution for, shares of its capital stock, except for (x) any such transaction by a wholly owned Company Subsidiary which remains a wholly owned Subsidiary after consummation of such transaction or (y) issuances of shares of Company Common Stock upon the conversion or exercise of any outstanding stock options in accordance with their terms, or (3) repurchase, redeem or otherwise acquire any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock.
	(C) Issuance of Securities. The Company shall not, and shall not permit any of the Company Subsidiaries to, issue, deliver or sell any shares of its capital stock of any class, any Voting Company Debt, any “phantom” stock, “phantom” stock rights, stock appreciation rights or stock based performance units or any securities convertible into or exercisable for, or any rights, warrants or options to acquire, any such shares of capital stock or Voting Company Debt, other than the issuance of shares of Company Common Stock upon the exercise of Company Stock Options and the Holding Stock Options outstanding on the date of this Agreement and in accordance with their terms.
	(D) Governing Documents. The Company shall not amend its Company Charter or its Company Bylaws.
	(E) No Acquisitions. The Company shall not, and shall not permit any of the Company Subsidiaries to, acquire (or agree to acquire), in a single transaction or in a series of related transactions, any business or assets that are material, individually or in the aggregate, to the Company and the Company Subsidiaries, taken as a whole, other

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	(F) No Dispositions. The Company shall not, and shall not permit any of the Company Subsidiaries to, sell, dispose of, transfer or divest any assets (including capital stock of the Company Subsidiaries), businesses or divisions other than transactions that (1) are in the ordinary course of business which ordinary course of business may not include a prior pattern of disposing of business or divisions or (2) do not have a fair value, individually, in excess of $3,000,000 or, in the aggregate, in excess of $10,000,000.
	(G) No Liens. The Company shall not, and shall not permit any of the Company Subsidiaries to, create, assume or otherwise consensually incur any Lien on any asset other than Liens (1) pursuant to the Company Senior Debt Agreements or (2) incurred in the ordinary course of business consistent with past practice, including with respect to expenses related to the Transactions.
	(H) Compensation; Severance. Except (1) as required by applicable Law, (2) to satisfy contractual obligations based on a change in control of the Company pursuant to the Contracts specified in Section 5.01(a) of the Company Disclosure Letter or (3) in the ordinary course of business consistent with past practice, the Company shall not, and shall not permit any of the Company Subsidiaries to, (I) pay or commit to pay any material severance or termination pay other than severance or termination pay that is required to be paid pursuant to the terms of a Company Benefit Plan existing as of the date of this Agreement, (II) enter into any material employment, deferred compensation, consulting, severance or other similar agreement (or any amendment to any such existing agreement other than amendments necessary or appropriate to bring such agreements into compliance with Section 409A of the Code) with any director or officer or key employee of the Company or any of the Company Subsidiaries, (III) increase or commit to increase in any material respect any employee benefits payable to any director, officer or employee of the Company or any of the Company Subsidiaries, including wages, salaries, compensation, pension, severance, termination pay or other benefits or payments (except as required by an existing Company Benefit Plan or applicable Law and other than increases in connection with annual merit and/or cost of living increases that are consistent with past practice in the timing, amount and procedures for implementation), (IV) adopt or make any commitment to adopt any additional employee benefit plan, (V) make any material contribution to any Company Benefit Plan, other than (x) regularly scheduled contributions and (y) contributions required pursuant to the terms thereof or applicable Law, agreement, order or plan, or (VI) amend or extend or make any commitments to amend or extend any Company Benefit Plan in any material respect, except for amendments required by applicable Law.
	(I) Accounting Methods; Income Tax Elections. The Company shall not, and shall not permit any of the Company Subsidiaries to, (1) change in any material respect its methods of accounting or accounting practice as in effect at March 31, 2005, except for any such change as required by reason of a change in SEC guidelines or

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	(J) Certain Agreements. The Company shall not, and shall not permit any of the Company Subsidiaries to, enter into any Material Contract that limits or restricts the right of the Company or any of the Company Subsidiaries or any of their respective affiliates or successors, or that would, after the Effective Time, limit or restrict the right of the Parent, the Surviving Corporation or any of their respective affiliates or successors, to engage or compete in any business or in any geographic area or location.
	(K) Corporate Structure. The Company shall not, and shall not permit any of the Company Subsidiaries to, alter (through merger, liquidation, reorganization, restructuring or any other fashion) the corporate structure of the Company or any of the Company Subsidiaries.
	(L) Capital Expenditures. The Company shall not, and shall not permit any of the Company Subsidiaries to, make any capital expenditures, capital additions or capital improvements except in the ordinary course of business or in accordance with the Company’s capital expenditures budgets for its 2006 and 2007 fiscal years, and in any event shall not make aggregate capital expenditures, other than as provided for in such budgets, in excess of $5,000,000 between the date of this Agreement and the Closing Date.
	(M) Prohibited Activities. The Company shall not, and shall not permit any of the Company Subsidiaries to, agree, authorize or enter into any commitment to take any action described in the foregoing subsections (A) through (L) of this Section 5.01(a), except as otherwise permitted by this Agreement.

(A) Ordinary Course. Parent and the Parent Subsidiaries shall in all material respects carry on their respective businesses in the usual, regular and ordinary course and consistent with past practice. Without limiting the foregoing, Parent and the Parent Subsidiaries shall use their commercially reasonable efforts to preserve substantially intact their present lines of business, maintain their rights and franchises and preserve substantially intact their relationships with customers, suppliers and others having business dealings with them and keep available the services of their present

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	(B) Changes in Share Capital. Parent shall not repurchase, redeem or otherwise acquire any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock.
	(C) Issuance of Securities. Parent shall not, and shall not permit any of the Parent Subsidiaries to, issue, deliver or sell any shares of its capital stock of any class, any Voting Parent debt, any “phantom” stock, “phantom” stock rights, stock appreciation rights or stock based performance units or any securities convertible into or exercisable for, or any rights, warrants or options to acquire, any such shares of capital stock or Voting Parent Debt, other than (1) the issuance of shares of Parent Common Stock upon the exercise of stock options outstanding on the date of this Agreement in accordance with the terms of Parent’s stock option plans in effect as of the date of this Agreement, (2) the issuance of restricted shares pursuant to the terms of Parent’s Key Man Incentive Plan, (3) the grant of stock options or the issuance of shares of Parent Common Stock upon the exercise of such stock options in accordance with the terms of Parent’s stock option plans in effect as of the date of this Agreement or (4) issuances by a wholly owned Parent Subsidiary of capital stock to such Subsidiary’s parent or another wholly owned Parent Subsidiary.
	(D) Governing Documents. Parent shall not amend the Parent Charter or Parent Bylaws and shall cause Sub not to amend its certificate of incorporation or its bylaws.
	(E) Corporate Structure. Parent shall not alter (through merger, liquidation, reorganization, restructuring or any other fashion) the corporate structure or ownership of Parent or any of the Parent Subsidiaries where such change in the corporate structure is reasonably likely to result in a Parent Material Adverse Effect or would adversely effect the value of the Parent Common Stock.
	(F) Prohibited Activities. Parent shall not, and shall not permit any of the Parent Subsidiaries to, agree, authorize or enter into any commitment to take any action described in the foregoing subsections (A) through (E) of this Section 5.01(b), except as otherwise permitted by this Agreement.

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	(i) (A) the Company Board has received a Superior Company Proposal or (B) the Company Board shall have determined in good faith, after consultation with its outside legal counsel and financial advisors, that the failure to withdraw or modify the Company Recommendation may be reasonably expected to violate the fiduciary duties of the Company Board under applicable Law,
	(ii) the Company has notified Parent in writing of the determination described in clause (i) above,

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	(iii) at least four (4) business days following receipt by Parent of the notice received in clause (ii) above, and taking into account any revised proposal made by Parent since receipt of the notice referred to in clause (ii) above, the Company Board determines that such Superior Company Proposal remains a Superior Company Proposal, and
	(iv) the Company is in compliance with this Section 5.02,

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	(a) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Transactions if the failure of the Company or Parent, as the case may be, to obtain such consent would be material to the Company or Parent as applicable;
	(b) any notice or other communication from any Governmental Entity in connection with the Transactions;
	(c) any actions, suits, claims, investigations or proceedings commenced or, to its knowledge threatened against, relating to or involving or otherwise affecting such party or any of its subsidiaries which relate to the consummation of the Transactions; or
	(d) any Company Material Adverse Effect or Parent Material Adverse Effect, as applicable.

	(a) Stockholder Approval. The Company shall have obtained the Company Stockholder Approval.
	(b) NYSE Listing. The shares of Parent Company Stock issuable to the Company’s stockholders and optionholders pursuant to this Agreement shall have been approved for listing on the NYSE, subject to official notice of issuance.
	(c) Consents, Approvals and Authorizations. All consents, approvals, permits, orders or authorizations from, and all declarations, filings and registrations with, any Governmental

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	(d) No Injunctions or Restraints. No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction, no Law enacted, issued, promulgated or enforced by any Governmental Entity or other legal restraint or prohibition preventing the consummation of the Merger shall be in effect; provided, however, that prior to asserting this condition, subject to Section 6.04, each of the Parties shall have used its reasonable efforts to prevent the entry of any such injunction or other order and to appeal as promptly as possible any such injunction or other’ order that may be entered.
	(e) Form S-4; Blue Sky. The Form S-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order, and Parent shall have made all of the Regulatory Filings and received all state securities or “blue sky” authorizations necessary to issue Parent Common Stock pursuant to this Agreement and to consummate the Merger and the other Transactions.
	(f) No Litigation. There shall not be pending or threatened any suit, action or proceeding by any Governmental Entity or any other person, in each case that has a reasonable likelihood of success, (i) challenging the acquisition by Parent or Sub of any Company Common Stock, seeking to restrain or prohibit the consummation of the Merger or any other Transaction or seeking to obtain from the Company, Parent or Sub any damages that are material in relation to the Company and the Company Subsidiaries taken as a whole, (ii) seeking to prohibit or limit in any material way the ownership or operation by the Company, Parent or any of their respective subsidiaries of any material portion of the business or assets of the Company, Parent or any of their respective subsidiaries of any material portion of the business or assets of the Company, Parent or any of their respective subsidiaries, or to compel the Company, Parent or any of their respective subsidiaries to dispose of or hold separate any material portion of the business or assets of the Company, Parent or any of their respective subsidiaries, as a result of the Merger or any other Transaction, (iii) seeking to impose limitations on the ability of Parent to acquire or hold, or exercise full rights of ownership of, any shares of Company Common Stock, including the right to vote the Company Common Stock purchased by it on all matters properly presented to the stockholders of the Company or (iv) seeking to prohibit Parent or any of its subsidiaries from effectively controlling in any material respect the business or operations of the Company and the Company Subsidiaries.

	(a) Representations and Warranties. The representations and warranties of the Company shall be true and correct, in each case as of the Effective Time as though such representations and warranties were made on and as of such time (or, to the extent such representations and warranties speak as of an earlier date, they shall be true and correct as of

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	(b) Performance of Obligations of the Company. The Company shall have performed in all material respects all agreements, covenants and obligations required to be performed by it under this Agreement at or prior to the Closing Date, and Parent shall have received a certificate signed on behalf of the Company by an executive officer of the Company to such effect.
	(c) Absence of Company Material Adverse Effect. Except as disclosed in the Company Disclosure Letter, since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect.
	(d) Tax Opinion. Parent shall have received a written opinion, dated as of the Closing Date, from Lord, Bissell and Brook LLP, counsel to Parent, to the effect that the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code, and that Parent, Sub and the Company will each be a Party to that reorganization within the meaning of Section 368(b) of the Code. In rendering such opinion, such tax counsel may rely upon representations contained herein and may receive and rely upon representations from Parent, the Company and others, including representations from Parent substantially similar to the representations in the Parent Tax Certificate attached hereto as Exhibit C and representations from the Company substantially similar to the representations in the Company Tax Certificate attached hereto as Exhibit D.
	(e) Company Officer’s Certificates. Parent shall have received certificates signed on behalf of the Company by an executive officer of the Company, dated as of the Closing Date, to the effect that the conditions set forth in Sections 7.02(a) and 7.02(b) have been satisfied.

	(a) Representations and Warranties. The representations and warranties of Parent and Sub shall be true and correct, in each case as of the Effective Time as though such representations and warranties were made on and as of such time (or, to the extent such representations and warranties speak as of an earlier date, they shall be true and correct as of such earlier date), except where the failure of such representations and warranties to be true and correct, individually or in the aggregate, has not had and would not have a Parent Material Adverse Effect.
	(b) Performance of Obligations of Parent and Sub. Parent and Sub shall have performed in all material respects all agreements, covenants and obligations required to be performed by them under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent by an executive officer of Parent to such effect.

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	(c) Absence of Parent Material Adverse Effect. Except as disclosed in the Parent Disclosure Letter, since the date of this Agreement, there shall not have any Parent Material Adverse Effect.
	(d) Tax Opinion. The Company shall have received a written opinion, dated as of the Closing Date, from Katten Muchin Rosenman LLP, counsel to the Company, to the effect that the Merger will be treated for Federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code, and that Parent, Sub and the Company will each be a party to that reorganization within the meaning of Section 368(b) of the Code. In rendering such opinion, such tax counsel may rely upon representations contained herein and may receive and rely upon representations from Parent, the Company and other, including representations from Parent substantially similar to the representations in the Parent Tax Certificate attached hereto as Exhibit C and representations from the Company substantially similar to the representation in the Company Tax Certificate attached hereto as Exhibit D.
	(e) Parent Officer’s Certificates. The Company shall have received certificates signed on behalf of Parent by an executive officer of Parent, dated as of the Closing Date, to the effect that the conditions set forth in Sections 7.03(a) and 7.03(b) have been satisfied.

	(a) by mutual written consent of Parent, Sub and the Company;
	(b) by either Parent or the Company:

	(i) if the Merger is not consummated on or before June 2, 2006 (the “Outside Date”), unless the failure to consummate the Merger is the result of a willful and material breach of this Agreement by the Party seeking to terminate this Agreement;
	(ii) if any Governmental Entity issues an order, decree or ruling or takes any other action permanently enjoining, restraining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable; or
	(iii) if, upon a vote at a duly held meeting to obtain the Company Stockholders’ Meeting, the Company Stockholder Approval is not obtained;

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	(c) by Parent, if (i) the Company Board shall have withdrawn or adversely modified the Company Recommendation or (ii) the Company Board shall have recommended to the Company’s stockholders that they approve a Company Takeover Proposal other than the Merger;
	(d) by the Company, subject to compliance with Section 5.02(b), or by Parent, if the Company Board determines to accept a Superior Company Proposal (with such termination becoming effective upon the Company entering into a binding written agreement with respect to such Superior Company Proposal);
	(e) by Parent, if the Company breaches or fails to perform in any material respect any of its representations, warranties or covenants contained in this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth in Sections 7.02(a), 7.02(b) or 7.02(c) and (ii) cannot be or has not been cured within thirty (30) days after the giving of written notice to the Company of such breach; or
	(f) by the Company, if Parent breaches or fails to perform in any material respect of any of its representations, warranties or covenants contained in this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 7.03(a), 7.03(b) or 7.03(c) and (ii) cannot be or has not been cured within 30 days after the giving of written notice to Parent of such breach.

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	(a) if to Parent or Sub, to
	Reliance Steel & Aluminum Co.
	350 South Grand Avenue, Suite 5100
	Los Angeles, California 90071
	Attention: David H. Hannah, Chief Executive Officer
	Kay Rustand, Esq., Vice President and General Counsel
	Fax No.: (213) 687-8792
	with a copy to:
	Lord, Bissell & Brook LLP
	300 South Grand Avenue, Suite 800
	Los Angeles, California 90071
	Attention: David R. Decker, Esq.
	Fax No.: (213) 485-1200

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	(b) if to the Company, to
	Earle M. Jorgensen Company
	10650 Alameda Street
	Lynwood, California 90262
	Attention: William S. Johnson
	Fax No.: (323) 567-1034
	with a copy to:
	Katten Muchin Rosenman LLP
	2029 Century Park East, Suite 2600
	Los Angeles, California 90067
	Attention: Mark A. Conley, Esq.
	Fax No.: (310) 712-8225
	and
	Kelso & Company, L.P.
	320 Park Avenue
	New York, New York 10022
	Attention: James J. Connors, II, Esq.
	Fax No.: (212) 223-2379

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	PARENT:
	RELIANCE STEEL & ALUMINUM CO.,
	a California corporation

	By:	/s/ David H. Hannah

	Name: David H. Hannah
	Title:   Chief Executive Officer

	By:	/s/ Karla Lewis

	Name: Karla Lewis
	Title:   Executive Vice President and
	Chief Financial Officer
	SUB:
	RSAC ACQUISITION CORP.,
	a Delaware corporation

	By:	/s/ David H. Hannah

	Name: David H. Hannah
	Title:   President
	COMPANY:
	EARLE M. JORGENSEN COMPANY,
	a Delaware corporation

	By:	/s/ Maurice S. Nelson, Jr.

	Name: Maurice S. Nelson, Jr.

	Title:	CEO

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	(a) Ownership of Shares. Such Stockholder is the sole record owner and the direct beneficial owner of the number of outstanding shares of Company Common Stock listed on Schedule I opposite such Stockholder’s name, as Schedule I shall be updated from time to time to reflect any acquisitions of Company Common Stock by such Stockholder after the date of this Agreement.
	(b) Authority; No Violation. The execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby are within its legal power and have been duly and validly authorized by all necessary action on the part of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder, and (assuming due authorization, execution and delivery by Buyer) constitutes the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally and by the application of general principles of equity.
	(c) No Conflicts. The execution, delivery and performance by such Stockholder of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with or result in a breach of the limited partnership agreement or other organizational documents of such Stockholder, (ii) conflict with, breach or result in a default (or give rise to any right of termination, cancellation or acceleration or result in the creation of any Lien upon any of the properties or assets of such Stockholder) under any of the provisions of any note, bond, lease, mortgage, indenture or any license, franchise, permit, agreement or other instrument or obligation, including, without limitation, any voting agreement, stockholders’ agreement or voting trust, to which such Stockholder is a party or by which such Stockholder or any of its properties or assets is bound or (iii) violate any Laws applicable to such Stockholder or its properties or assets, except where the occurrence of any of the foregoing described in clauses (ii) or (iii) above, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on such Stockholder’s ability to perform its obligations under this Agreement in a full and timely manner. Except for (A) any Permits required under the Exchange Act, including, without limitation, an amendment to Schedule 13D, and (B) such Permits of which, individually or in the aggregate, the failure to obtain would not reasonably be expected to have a material adverse effect on such Stockholder’s ability to perform its obligations hereunder in a full and timely manner, no Permit is required in connection with the execution, delivery

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	(d) No Liens. The Shares are, and at all times during the Support Period will be, beneficially owned by such Stockholder, free and clear of all Liens, proxies and voting trusts, agreements, understandings or arrangements, except for any such Liens or proxies arising hereunder.

	(a) Authority; No Violation. The execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated herby are within its corporate power and have been duly and validly authorized by all necessary corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by each Stockholder) constitutes the valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally and by the application of general principles of equity.
	(b) No Conflicts. The execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with or result in a breach of the Parent Charter or the Parent Bylaws, (ii) conflict with, breach or result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the provisions of any note, bond, lease, mortgage, indenture or any license, franchise, permit, agreement or other instrument or obligation to which Buyer is a party or by which Buyer or any of its properties or assets is bound or (iii) violate any Laws applicable to Buyer or its properties or assets, except whether the occurrence of any of the foregoing described in clauses (ii) or (iii) above would not reasonably be expected to have a material adverse effect on Buyer’s ability to perform its obligations under this Agreement in a full and timely manner. Except for (A) any Permits required under the Exchange Act and (B) such Permits of which, individually or in the aggregate, the failure to obtain would not reasonably be expected to have a material adverse effect on Buyer’s ability to perform its obligations hereunder in a full and timely manner, no Permit is required in connection with the execution, delivery and performance by Buyer of this Agreement or the consummation of the transactions contemplated hereby.

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	BUYER:
	RELIANCE STEEL & ALUMINUM CO.

	By:	/s/ David H. Hannah

	Name: David H. Hannah

	Title:	Chief Executive Officer

	By:	/s/ Karla Lewis

	Name: Karla Lewis

	Title:	Executive Vice President and

	Chief Financial Officer
	Address for Notice:
	Reliance Steel & Aluminum Co.
	350 South Grand Avenue, Suite 5100
	Los Angeles, California 90071

	Attention:	David H. Hannah, Chief Executive Officer Kay Rustand, Esq. Vice President and General Counsel

	Fax: (213) 687-8792

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	STOCKHOLDERS:
	KELSO INVESTMENT ASSOCIATES, L.P.

	By:	Kelso Partners I, L.P., General Partner
	By:	/s/ Frank T. Nickell

	Name: Frank T. Nickell

	Title:	General Partner

	c/o Kelso & Company
	320 Park Avenue, 24th Floor
	New York, NY 10022
	Attention: James J. Connors, II
	Fax: (212) 223-2379
	with a copy to:
	Debevoise & Plimpton LLP
	919 Third Avenue
	New York, New York 10022
	Attention: Richard D. Bohm
	Fax: (212) 521-7226
	and
	Katten Muchin Rosenman LLP
	2029 Century Park East, Suite 2600
	Los Angeles, California 90067
	Attention: Mark A. Conley
	Fax: (310) 712-8225

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	KELSO EQUITY PARTNERS II, L.P.

	By:	/s/ Frank T. Nickell

	Name: Frank T. Nickell

	Title:	General Partner

	c/o Kelso & Company
	320 Park Avenue, 24th Floor
	New York, NY 10022
	Attention: James J. Connors, II
	Fax: (212) 223-2379
	with a copy to:
	Debevoise & Plimpton LLP
	919 Third Avenue
	New York, New York 10022
	Attention: Richard D. Bohm
	Fax: (212) 521-7226
	and
	Katten Muchin Rosenman LLP
	2029 Century Park East, Suite 2600
	Los Angeles, California 90067
	Attention: Mark A. Conley
	Fax: (310) 712-8225

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	KIA III-EARLE M. JORGENSEN, L.P.
	By: Kelso Partners III, L.P., General Partner

	By:	/s/ Frank T. Nickell

	Name: Frank T. Nickell

	Title:	General Partner

	c/o Kelso & Company
	320 Park Avenue, 24th Floor
	New York, NY 10022
	Attention: James J. Connors, II
	Fax: (212) 223-2379
	with a copy to:
	Debevoise & Plimpton LLP
	919 Third Avenue
	New York, New York 10022
	Attention: Richard D. Bohm
	Fax: (212) 521-7226
	and
	Katten Muchin Rosenman LLP
	2029 Century Park East, Suite 2600
	Los Angeles, California 90067
	Attention: Mark A. Conley
	Fax: (310) 712-8225

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	KELSO INVESTMENT ASSOCIATES IV, L.P.
	By: Kelso Partners IV, L.P., General Partner

	By:	/s/ Frank T. Nickell

	Name: Frank T. Nickell

	Title:	General Partner

	c/o Kelso & Company
	320 Park Avenue, 24th Floor
	New York, NY 10022
	Attention: James J. Connors, II
	Fax: (212) 223-2379
	with a copy to:
	Debevoise & Plimpton LLP
	919 Third Avenue
	New York, New York 10022
	Attention: Richard D. Bohm
	Fax: (212) 521-7226
	and
	Katten Muchin Rosenman LLP
	2029 Century Park East, Suite 2600
	Los Angeles, California 90067
	Attention: Mark A. Conley
	Fax: (310) 712-8225

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		Number of Shares of Company Common Stock
		Beneficially Owned and Subject to this Agreement
KELSO INVESTMENT ASSOCIATES, L.P.			1,012,468
KELSO EQUITY PARTNERS II, L.P.			11,616
KIA III-EARLE M. JORGENSEN, L.P.			1,704,740
KELSO INVESTMENT ASSOCIATES IV, L.P.			22,442,810

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	Very truly yours,
	CREDIT SUISSE SECURITIES (USA) LLC

	By:	/s/ Credit Suisse Securities (USA) LLC

	Managing Director

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	•	At the effective time of the Proposed Transaction (the “Effective Time”), the separate corporate existence of the EMJ will cease and the Merger Sub will continue as the surviving entity, and succeed to and assume all of the rights and obligations of EMJ.
	•	Each outstanding share of EMJ common stock will be cancelled and converted into the right to receive a combination of $6.50 in cash and a fraction of a share of Reliance common stock (the “Stock Consideration”).

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	•	With respect to the Stock Consideration, the merger exchange ratio will depend upon the average of the daily closing price for Reliance common stock for each of the 20 consecutive trading days ending with and including the second trading day prior to the Effective Time (the “Average Parent Stock Price”). The merger exchange ratio will be calculated as follows:

	•	If the Average Parent Stock Price is less than $72.86 (the “Upper Limit”), but greater than $53.86 (the “Lower Limit”), then the merger exchange ratio will be calculated by dividing $6.50 by the Average Parent Stock Price.
	•	If the Average Parent Stock Price is equal to or greater than the Upper Limit, then the merger exchange ratio will be calculated by dividing $6.50 by the Upper Limit.
	•	If the Average Parent Stock Price is equal to or less than the Lower Limit, then the merger exchange ratio will be calculated by dividing $6.50 by the Lower Limit.

	•	Each outstanding EMJ stock option granted pursuant to the Earle M. Jorgensen Company 2004 Stock Incentive Plan will be converted into an option to purchase common stock of Reliance, subject to adjustments in exercise price and number of shares.
	•	Each outstanding EMJ stock option granted pursuant to the Earle M. Jorgensen Holding Company, Inc. Stock Option Plan will be converted into the right to receive a cash payment equal to: (1) the difference between $13.00 and the exercise price of such option, multiplied by (2) the number of shares of EMJ common stock subject to such option.
	•	With respect to EMJ’s outstanding obligation to contribute 723,109 shares of its common stock to its retirement savings plan, Reliance will guarantee such obligation, but will substitute its own common stock for EMJ’s in fulfilling the obligation, subject to adjustment in the number of shares contributed to reflect the merger exchange ratio.

	•	Attended a due diligence meeting with individuals from:

	•	EMJ and Reliance management
	•	Katten Muchin Rosenman LLP, legal counsel to EMJ
	•	Credit Suisse First Boston (“CSFB”), financial advisor to EMJ
	•	UBS, financial advisor to Reliance

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	•	Held additional discussions with management of EMJ.
	•	Reviewed the draft Agreement and Plan of Merger, dated January 16, 2006.
	•	Reviewed the Voting Agreement, dated January 13, 2006.
	•	Reviewed EMJ’s financial statements and projections, including:

	•	Annual reports on Form 10-K for the fiscal years ended March 31, 2002 through 2005
	•	Quarterly reports on Form 10-Q for the six-month periods ended September 29, 2004 and September 28, 2005
	•	Internal financial reports for the eight months ended November 30, 2005
	•	Financial projections prepared by EMJ management the fiscal years ended March 31, 2006 through 2011

	•	Reviewed Reliance’s financial statements and projections, including:

	•	Annual reports on Form 10-K for the fiscal years ended December 31, 2002 through 2004
	•	Quarterly reports on Form 10-Q for the nine-month periods ended September 30, 2004 and 2005
	•	Financial projections prepared by Reliance management for the fiscal years ended December 31, 2005 through 2008

	•	Reviewed other financial and operating data for EMJ and Reliance.
	•	Reviewed and analyzed market trading prices and indicated valuation metrics for EMJ and Reliance.
	•	Reviewed and analyzed market trading prices and indicated valuation metrics for comparable public companies.
	•	Reviewed and analyzed valuation metrics and premiums paid in comparable merger transactions.
	•	Reviewed other operating, financial and legal information regarding EMJ and Reliance.
	•	Reviewed pertinent economic and industry information.
	•	Reviewed and prepared other studies, analyses and investigations as we deemed appropriate.

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	(1) Provided, however, that no appraisal rights under this section shall be available for the shares of any class or series of stock, which stock, or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of and to vote at the meeting of stockholders to act upon the agreement of merger or consolidation, were either (i) listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or (ii) held of record by more than 2,000 holders; and further provided that no appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided in subsection (f) of § 251 of this title.
	(2) Notwithstanding paragraph (1) of this subsection, appraisal rights under this section shall be available for the shares of any class or series of stock of a constituent corporation if the holders thereof are required by the terms of an agreement of merger or consolidation pursuant to §§ 251, 252, 254, 257, 258, 263 and 264 of this title to accept for such stock anything except:

	A. Shares of stock of the corporation surviving or resulting from such merger or consolidation, or depository receipts in respect thereof;
	B. Shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock (or depository receipts in respect thereof) or depository receipts at the effective date of the merger or consolidation will be either listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or held of record by more than 2,000 holders;
	C. Cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs A. and B. of this paragraph; or

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	D. Any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs A., B. and C. of this paragraph.

	(3) In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under § 253 of this title is not owned by the parent corporation immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation.

	(1) If a proposed merger or consolidation for which appraisal rights are provided under this section is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for such meeting with respect to shares for which appraisal rights are available pursuant to subsection (b) or (c) hereof that appraisal rights are available for any or all of the shares of the constituent corporations, and shall include in such notice a copy of this section. Each stockholder electing to demand the appraisal of such stockholder’s shares shall deliver to the corporation, before the taking of the vote on the merger or consolidation, a written demand for appraisal of such stockholder’s shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such stockholder’s shares. A proxy or vote against the merger or consolidation shall not constitute such a demand. A stockholder electing to take such action must do so by a separate written demand as herein provided. Within 10 days after the effective date of such merger or consolidation, the surviving or resulting corporation shall notify each stockholder of each constituent corporation who has complied with this subsection and has not voted in favor of or consented to the merger or consolidation of the date that the merger or consolidation has become effective; or
	(2) If the merger or consolidation was approved pursuant to § 228 or § 253 of this title, then either a constituent corporation before the effective date of the merger or consolidation or the surviving or resulting corporation within 10 days thereafter shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger or consolidation and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of this section. Such notice may, and, if given on or after the effective date of the merger or consolidation, shall, also notify such stockholders of the effective date of the merger or consolidation. Any stockholder entitled to appraisal rights may, within 20 days after the date of mailing of such notice, demand in writing from the surviving or resulting corporation the appraisal of such holder’s shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such holder’s shares. If such notice did not notify stockholders of the effective date of the merger or consolidation, either (i) each such constituent corporation shall send a second notice before the effective date of the merger or consolidation notifying each of the holders of any class or series of stock of such constituent corporation that are entitled to appraisal rights of the effective date of the merger or consolidation or (ii) the surviving or resulting corporation shall send such a second notice to all such holders on or within 10 days after such effective date; provided, however, that if such second notice is sent more than 20 days following the sending of the first notice, such second notice need only be sent to each stockholder who is entitled to appraisal rights and who has demanded appraisal of such holder’s shares in accordance with this subsection. An affidavit of the secretary or assistant secretary or of the

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transfer agent of the corporation that is required to give either notice that such notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of determining the stockholders entitled to receive either notice, each constituent corporation may fix, in advance, a record date that shall be not more than 10 days prior to the date the notice is given, provided, that if the notice is given on or after the effective date of the merger or consolidation, the record date shall be such effective date. If no record date is fixed and the notice is given prior to the effective date, the record date shall be the close of business on the day next preceding the day on which the notice is given.

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Item 21.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibit				Description
	2	.1		Agreement and Plan of Merger, dated as of January 17, 2006, among Reliance Steel & Aluminum Co., RSAC Acquisition Corp. and Earle M. Jorgensen Company (attached to this proxy statement/prospectus as Annex A and incorporated herein by reference)
	2	.2		List of omitted schedules. Reliance Steel & Aluminum Co. agrees to furnish supplementally to the Securities and Exchange Commission, upon request, a copy of any omitted schedule.
	3	.1		Restated Articles of Incorporation of Reliance Steel & Aluminum Co.(1)
	3	.2		Restated and Amended Bylaws of Reliance Steel & Aluminum Co.(1)
	4	.1		Registration Rights Agreement, dated as of January 17, 2006, among Reliance Steel & Aluminum Co. and each of the stockholders of Earle M. Jorgensen Company named therein (incorporated by reference to the Form 8-K filed by Reliance Steel & Aluminum Co. on January 19, 2006 (included as Exhibit 2.3 therein))
	5	.1		Opinion of Lord, Bissell & Brook LLP regarding the validity of the securities being registered in this registration statement*
	8	.1		Opinion of Lord, Bissell & Brook LLP concerning tax matters (including consent)
	8	.2		Opinion of Katten Muchin Rosenman LLP concerning tax matters (including consent)

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Exhibit				Description
	10	.1		Voting Agreement, dated as of January 17, 2006, among Reliance Steel & Aluminum Co. and each of the stockholders of Earle M. Jorgensen Company named therein (attached to this proxy statement/prospectus as Annex B and incorporated herein by reference)
	21	.1		Subsidiaries of Reliance Steel & Aluminum Co.*
	23	.1		Consent of Ernst & Young LLP, independent registered public accounting firm of Reliance Steel & Aluminum Co.
	23	.2		Consent of Ernst & Young LLP, independent registered public accounting firm of Earle M. Jorgensen Company
	23	.3		Consent of Lord, Bissell & Brook LLP (included in Exhibit 5.1)
	23	.4		Consent of Lord, Bissell & Brook LLP (included in Exhibit 8.1)
	23	.5		Consent of Katten Muchin Rosenman LLP (included in Exhibit 8.2)
	24	.1		Power of Attorney (included on signature page of this proxy statement/prospectus)*
	99	.1		Form of Earle M. Jorgensen Company Proxy Card*
	99	.2		Form of Earle M. Jorgensen Company Proxy Voting Instruction Card for Common Stock Held in the Earle M. Jorgensen Retirement Savings Plan*
	99	.3		Consent of Credit Suisse Securities (USA) LLC
	99	.4		Consent of Duff & Phelps Securities, LLP (included in Annex D to this proxy statement/ prospectus and incorporated herein by reference)

(1)	Incorporated by reference from Exhibits 3.1 and 3.2 to Reliance Steel & Aluminum Co.’s Registration Statement on Form S-1, as amended, originally filed on May 25, 1994 as Commission File No. 33-79318.

Item 22.	UNDERTAKINGS

	(2) The Registrant undertakes that every prospectus (i) that is filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3)

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of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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	RELIANCE STEEL & ALUMINUM CO.

	By:	/s/ David H. Hannah

	David H. Hannah
	Chief Executive Officer

Signatures				Title
/s/ David H. Hannah David H. Hannah				Chief Executive Officer (Principal Executive Officer); Director
* Gregg J. Mollins				President and Chief Operating Officer; Director
/s/ Karla Lewis Karla Lewis				Executive Vice President and Chief Financial Officer (Principal Financial Officer; Principal Accounting Officer)
* Joe D. Crider				Chairman of the Board; Director
* Thomas W. Gimbel				Director
* Douglas M. Hayes				Director
* Franklin R. Johnson				Director
* Mark V. Kaminski				Director
* Richard J. Slater				Director

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Signatures				Title
* Leslie A. Waite				Director
*By:		/s/ Karla Lewis Karla Lewis (Attorney-in-Fact)

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