UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

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[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12

Ryerson Tull, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

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Reg. (S) 240.14a-101.
SEC 1913 (3-99)

[LOGO] Ryerson Tull

NEIL S. NOVICH
Chairman, President and
Chief Executive Officer

March 22, 2002

Dear Stockholder:

Ryerson Tull, Inc. will hold its 2002 Annual Meeting of Stockholders on
Wednesday, May 8, 2002 at 9:00 a.m., Chicago time, at The Northern Trust
Company, 50 South LaSalle Street, Chicago, Illinois. I hope you will join us.

I look forward to seeing you on May 8. If you do not expect to attend the
meeting, please take a moment now to complete and return the enclosed proxy
card in the envelope provided. Whether in person or by proxy, your
participation in the annual meeting is important to us.

Cordially,

Neil S. Novich
Chairman, President and
Chief Executive Officer

2621 West 15th Place, Chicago, Illinois 60608

[LOGO] Ryerson Tull
2621 WEST 15th PLACE
CHICAGO, ILLINOIS 60608

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 8, 2002

To Stockholders:

We will hold the Annual Meeting of Stockholders of Ryerson Tull, Inc., a
Delaware corporation, at The Northern Trust Company, 50 South LaSalle Street,
Chicago, Illinois, on Wednesday, May 8, 2002 beginning at 9:00 a.m., Chicago
time, for the purpose of:

1. Electing directors of the Company;

2. Considering and voting upon the Ryerson Tull 2002 Incentive Stock Plan;
and

3. Considering any other matter that may properly come before the meeting.

Holders of voting securities at the close of business on March 11, 2002 are
entitled to receive notice of and vote at the Annual Meeting.

This Notice of the Annual Meeting includes a Proxy Statement. Please sign,
date and return the enclosed proxy card in the accompanying envelope as soon as
possible whether or not you expect to attend the Annual Meeting.

The Company's 2001 Annual Report, which includes the Company's 2001
financial statements, accompanies this mailing. Additional copies are available
upon written request to the Ryerson Tull investor relations department.

By order of the Board of Directors,

Joyce E. Mims
Vice President and
General Counsel

March 22, 2002
Chicago, Illinois

[LOGO] Ryerson Tull

2621 WEST 15th PLACE
CHICAGO, ILLINOIS 60608

PROXY STATEMENT

The Board of Directors of Ryerson Tull, Inc. solicits the enclosed proxy for
the 2002 Annual Meeting to be held on May 8, 2002.

Beginning on or about March 22, 2002, we will begin to solicit proxies by
mail. We also may solicit proxies through our directors, officers and regular
employees. We will pay all costs associated with this proxy solicitation,
including a fee of $7,500 plus out-of-pocket expenses for MacKenzie Partners
for its assistance. We will also reimburse brokers, banks and similar
organizations for reasonable charges and expenses they incur in obtaining
instructions from the beneficial owners of our common stock.

Our voting securities outstanding on March 11, 2002 consisted of 24,806,917
shares of common stock with one vote per share and 80,230 shares of Series A
$2.40 Cumulative Convertible Preferred Stock with one vote per share. All
voting securities vote together without regard to class on the matter expected
to be voted upon at the Annual Meeting.

On February 25, 1999, our majority-owned subsidiary became our wholly owned
subsidiary, then named Ryerson Tull, Inc., and each share of pre-merger Ryerson
Tull Class A common stock was converted into 0.61 shares of our common stock.
Pre-merger Ryerson Tull then merged with us and we changed our name to "Ryerson
Tull, Inc." These mergers are together referred to as the "RT Merger."

If you sign, date and return the enclosed proxy by mail, your shares will be
voted as you direct. If you do not give any voting instructions, your shares
will be voted FOR the Board's nominees for director and in the discretion of
the proxies on any other matters that may come before the meeting. You may
revoke your proxy:

(1) by submitting a revocation letter dated subsequent to the proxy;

(2) by delivering a second signed proxy dated later than the first signed
proxy; or

(3) by attending the Annual Meeting and voting in person or by proxy.

If you are a participant in the Shareholder Investment Service's dividend
reinvestment program, shares credited to your account in that program will be
voted only if and in the same manner as you vote your stock held of record. If
you are not a stockholder of record, Computershare Investor Services, as
custodian, will vote your shares only as you instruct. If you are a participant
in the Ryerson Tull Savings Plan, shares credited to your account will be voted
as you direct, but any direction (or any revocation of a prior direction) must
be received by LaSalle National Bank, as Trustee for the Savings Plan, by 5:00
p.m., Chicago time, on May 7, 2002. Shares in the Savings Plan for which no
direction is received by that time will be voted in the same proportion as the
shares in the Savings Plan for which directions are timely received.

Proxies, consents, ballots and voting materials that identify the vote of
specific holders are confidential, except in a contested proxy or consent
solicitation or as otherwise required by law. They are returned to the
tabulator and are available to the inspectors of election to enable them to
certify the results of the vote. Computershare Investor Services will act as
the tabulator, and officers or employees of Computershare Investor Services
will serve as inspectors of election.

We welcome comments from holders of voting securities. Comments written on
or accompanying proxy cards will be provided to us without indication of the
vote of the holder of the voting securities unless the vote is included in the
comment or is necessary to understand the comment.

ELECTION OF DIRECTORS

Following the Annual Meeting, the Board will consist of eight directors. All
directors are elected by a plurality of the votes cast at the Annual Meeting.
The outcome of the election is not affected by holders of voting securities who
abstain from voting or withhold authority to vote in the election, or by broker
non-votes. If any nominee should become unavailable for election, which we do
not anticipate, proxies may be voted for the election of another person or
persons designated by the Board, unless the Board has taken prior action to
reduce its membership. The directors elected at the 2002 Annual Meeting will
serve a one-year term, expiring at the 2003 Annual Meeting, and until their
successors are duly elected and qualified.

Nominees for Election

The nominees for election to the Board are described in brief biographies
below. The period of service as a director shown for Mr. James Henderson
includes the period during which he served as a director of our former
subsidiary Inland Steel Company. The Board held eight meetings during 2001. All
incumbent directors attended at least 75% of the combined total number of
meetings of the Board and committees on which they served. All nominees for the
2002 Board are presently serving as directors.

[PHOTO] JAMESON A. BAXTER Director of pre-merger Ryerson Tull since January 1999
Director of Ryerson Tull since February 1999
Jameson A. Baxter
Mrs. Baxter, age 58, has been President of Baxter Associates, Inc., a private
management consulting and investment firm, since 1986. She also was Vice President
and Principal of Regency Group, Inc., an investment banking firm, from 1989 to 1992.
She served as Vice President of The First Boston Corporation, an investment banking
firm, from 1975 to 1986, and held various other positions at The First Boston
Corporation from 1965 to 1975. She is a member of our Compensation and Nominating
and Governance Committees. She is a director of Banta Corporation and The Putnam
Fund.

[PHOTO] RICHARD G. CLINE Director of pre-merger Ryerson Tull since 1996
Director of Ryerson Tull since February 1999
Richard G. Kline
Mr. Cline, age 67, is Chairman of Hawthorne Investors, Inc., a private management
advisory services and investment firm, which he founded in 1996. He was Chairman of
Hussmann International, Inc., a manufacturer and service provider of merchandising
and refrigeration systems for the commercial food industry, from January 1998 until
June 2000. He served as Chairman of the Board and Chief Executive Officer of
NICOR, Inc., a diversified holding company with subsidiaries engaged in natural gas
distribution and containerized liner shipping, from 1986 to 1995, and as its President
and Chief Operating Officer from 1985 to 1988 and from 1990 to 1994. For the previous
22 years, he was an executive of Jewel Companies, Inc., becoming Chairman,
President and Chief Executive Officer in 1984. He is a member of our Audit and
Nominating and Governance Committees. Mr. Cline also is a director of Kmart
Corporation and PepsiAmericas, Inc., and Chairman and a trustee of Northern
Institutional Funds and Northern Funds, registered investment companies. He is a
past chairman of the Federal Reserve Bank of Chicago.

[PHOTO]

Gary L.
Crittenden GARY L. CRITTENDEN Director of Ryerson Tull since February 1999

Mr. Crittenden, age 48, has been Executive Vice President and
Chief Financial Officer of American Express Company, a travel and
financial services company, since June 2000. He was Senior Vice
President and Chief Financial Officer of Monsanto Company, a
worldwide manufacturer and seller of diversified lines of
agricultural products, nutrition and consumer products,
pharmaceuticals and other products, from 1998 through May 2000. At
Sears, Roebuck and Co., a multi-line retailer, he was Executive
Vice President and Chief Financial Officer from 1997 to 1998,
President of the Hardware Stores division in 1997 and Executive
Vice President, Strategy and Business Development from 1996 to
1997. He was Senior Vice President and Chief Financial Officer of
Melville Corporation, a specialty retailer, from 1994 to 1996 and
Executive Vice President and Chief Financial Officer of Filene's
Basement, an off-price specialty chain of stores, from 1991 to
1994. He is a member of our Compensation and Nominating and
Governance Committees. Mr. Crittenden is also a director of The
TJX Companies, Inc. and Wilsons The Leather Experts Inc.

[PHOTO]

James A.
Henderson JAMES A. HENDERSON Director of pre-merger Ryerson Tull since 1996
Director of Ryerson Tull since 1978

Mr. Henderson, age 67, was the Chairman and Chief Executive
Officer of Cummins Engine Company, Inc., a manufacturer of diesel
engines, prior to his retirement on December 31, 1999. Mr.
Henderson joined Cummins in 1964, was elected Executive Vice
President in 1971, Executive Vice President and Chief Operating
Officer in 1975, President and Chief Operating Officer in 1977,
President and Chief Executive Officer in 1994, and Chairman and
Chief Executive Officer in 1995. He is Chairman of our Nominating
and Governance Committee and a member of our Audit Committee. Mr.
Henderson is also a director of Championship Auto Racing Teams,
Inc., International Paper Co., Nanophase Technologies Corporation,
Rohm and Haas Company and SBC Communications Inc.

[PHOTO]

Gregory
P.
Josefowicz GREGORY P. JOSEFOWICZ Director of Ryerson Tull since February 1999

Mr. Josefowicz, age 49, has been President, Chief Executive
Officer and Chairman of Borders Group, Inc., an operator of book
superstores and mall-based bookstores, since January 2002 and
President, Chief Executive Officer and a director since November
1999. He was Chief Executive Officer of the Jewel-Osco division of
American Stores Company, which operates food and drug stores in
the greater Chicago, Illinois and Milwaukee, Wisconsin areas, from
1997 until June 1999 when American Stores merged into Albertson's
Inc., a retail food-drug chain. At that time Mr. Josefowicz became
Albertson's Inc. President, Midwest Region. Mr. Josefowicz joined
Jewel-Osco in 1974, and was elected Senior Vice President of
Marketing and Advertising in 1993. Mr. Josefowicz is also a
director of Spartan Stores Inc. He is Chairman of our Audit
Committee and a member of our Nominating and Governance Committee.

[PHOTO]

N. S.
Novich NEIL S. NOVICH Director of pre-merger Ryerson Tull since 1999
Director of Ryerson Tull since February 1999

Neil S. Novich, age 47, has been our Chairman, President and Chief
Executive Officer since February 1999. Mr. Novich was President,
Chief Executive Officer and Chief Operating Officer of pre-merger
Ryerson Tull from 1994 to February 1999. He was our Senior Vice
President from January 1995 to May 1996. Prior to joining us in
1994, Mr. Novich led the Distribution and Logistics Practice at
Bain & Company, an international management consulting firm. Mr.
Novich is also a director of W.W. Grainger, Inc.

[PHOTO]

Jerry K.
Pearlman JERRY K. PEARLMAN Director of pre-merger Ryerson Tull since 1996
Director of Ryerson Tull since February 1999

Mr. Pearlman, age 62, was Chairman of Zenith Electronics
Corporation, a manufacturer of consumer electronics and cable
television products, prior to his retirement in November 1995. He
was also Chief Executive Officer of Zenith from 1983 through April
1995. He is Chairman of our Compensation Committee and a member of
our Nominating and Governance Committee. Mr. Pearlman is also a
director of Nanophase Technologies Corporation and Smurfit Stone
Container Corporation.

[PHOTO]

Ronald L.
Thompson RONALD L. THOMPSON Director of pre-merger Ryerson Tull since 1996
Director of Ryerson Tull since February 1999

Mr. Thompson, age 52, has been the Chairman of the Board, Chief
Executive Officer and President of Midwest Stamping Co., a
metal-stamping and assembly firm serving principally the
automotive original equipment industry, since 1993. Prior to
joining Midwest Stamping, he was Chairman of the Board and
President of The GR Group, Inc., a diversified holding company
with interests in manufacturing and service activities, from 1980
to 1993. He is a member of our Audit and Nominating and Governance
Committees. Mr. Thompson also is a director of the Teachers
Insurance and Annuity Association.

COMMITTEES OF THE BOARD OF DIRECTORS

The standing committees of the Board include the Audit Committee, the
Compensation Committee, and the Nominating and Governance Committee. The
members of these committees, none of whom is an employee of Ryerson Tull or any
of its subsidiaries, are identified above.

Audit Committee--The Audit Committee annually recommends to the Board of
Directors the appointment of an independent auditing firm to audit our
financial books and records. The Audit Committee reviews the proposed scope and
results of the annual audit, the recommendations of the independent auditors,
and all non-audit services performed by the auditors. It also approves the
auditors' Compensation and reviews the independence of and all relationships
with the independent auditor. The Audit Committee also reviews management's
discussion and analysis and the consolidated financial statements of our annual
report to stockholders and Form 10-K; reviews our system of internal accounting
and operating controls and the performance of our internal auditors; and
monitors compliance with our Code of Business Conduct. The Audit Committee
Report is included below. The Audit Committee held four meetings in 2001.

Compensation Committee--The Compensation Committee makes recommendations to
the Board of Directors about the promotions and salaries of our officers and
the establishment or modification of executive compensation plans and programs;
and administers the Ryerson Tull Annual Incentive Plan, our incentive stock
plans and our pension and retirement plans and trusts. The Report of the
Compensation Committee of the Board of Directors Regarding Executive
Compensation is included below. The Compensation Committee held four meetings
in 2001.

Nominating and Governance Committee--The Nominating and Governance Committee
prepares and maintains a list of qualified candidates to fill vacancies on the
Board of Directors and recommends to the Board of Directors candidates to fill
any such vacancies; recommends to the Board a slate of candidates for election
as directors at the annual meeting; monitors corporate governance issues;
recommends to the Board policies and procedures for effective corporate
governance and assures compliance with adopted policies and procedures;
recommends to the Board a process for evaluating the Board and oversees the
process when it is adopted; recommends the compensation to be paid to
non-employee directors; and manages and controls the administration of
directors' compensation plans. The Nominating and Governance Committee held
three meetings in 2001.

The Nominating and Governance Committee will consider qualified candidates
recommended by the holders of voting securities as nominees for election at the
annual meeting. To be considered by the Committee as a nominee for election at
the 2003 Annual Meeting, the name of the candidate and a written description of
his or her qualifications must be received by the Secretary of Ryerson Tull no
sooner than November 22, 2002 and no later than December 22, 2002. Our By-laws
provide a formal procedure, including an advance notice requirement, for
holders of voting securities who intend to nominate persons for election as
directors at the annual meeting.

COMPENSATION OF DIRECTORS

Our Directors' Compensation Plan provides that each director who is not an
employee of Ryerson Tull or any of our affiliates will receive an annual
retainer of $40,000. Normally, we will pay half of the retainer in shares of
our common stock and half in cash. However, directors may elect to receive all
or any part of the cash portion of their retainer in whole shares of common
stock.

We pay the cash portion of the retainer quarterly. If a director serves for
a fraction of a quarter, the cash portion for that quarter is prorated in whole
months. We pay the stock portion of the retainer as restricted stock issued at
the beginning of the director's term. Over the director's term, the restricted
stock vests in quarterly increments. Directors are also entitled to any
dividends that accrue on the restricted stock. In addition, non-employee
directors receive $1,000 for attending a special Board meeting and a special
committee meeting not held in conjunction with a regular or special Board
meeting. We do not pay fees to directors for attending other Board or committee
meetings. A non-employee director who serves as chairman of a standing
committee of the Board will receive an additional annual retainer of $4,000.

The Directors' Compensation Plan allows directors to elect to defer payment
of all or any portion of the retainers and fees which will become due over the
course of the year. Directors must make this election prior to January 1 of
each year. However, if a director is appointed or elected during a calendar
year, that director may make a deferral election within 30 days after becoming
a director. We will distribute deferred amounts in a lump sum or in
installments of cash or whole shares of common stock, at the election of the
director made at the time of the deferral. Interest on cash deferrals will be
credited at the prime rate in effect from time to time at Bank One Corporation
(or its successor). Stock deferrals will be credited with dividends paid on
shares of common stock from time to time. We have reserved a total of 161,000
shares of common stock for issuance under the Directors' Compensation Plan,
subject to adjustment for certain corporate transactions affecting the number
or type of outstanding shares.

The Ryerson Tull Directors' 1999 Stock Option Plan provides that each
non-employee director at the close of each annual meeting will be awarded a
stock option having a value of $20,000 (based on the Black-Scholes option
pricing model) and an exercise price equal to the fair market value of our
common stock on the date of grant. Individuals who become non-employee
directors other than at an annual meeting are, at the time of their election or
appointment as a non-employee director, awarded stock options having a value
that is prorated to reflect a partial year's service. The options awarded under
the Directors' Stock Option Plan are 50% exercisable beginning the day after
the six-month anniversary of the grant date and 100% after the earlier of the
one-year anniversary of the grant date or the date of the next annual meeting.
They expire no later than 10 years after the date of grant. A total of 300,000
shares of our common stock are reserved for issuance under the Directors' Stock
Option Plan.

We also pay the premiums on a business accident insurance policy insuring
each director for up to $500,000.

AUDITOR MATTERS

Audit Fees

The aggregate fees billed by PricewaterhouseCoopers LLP rendered for the
audit of our 2001 annual financial statements and for reviews of the financial
statements included in our Forms 10-Q for 2001 were $321,400.

Financial Information Systems Design and Implementation Fees

PricewaterhouseCoopers LLP did not bill any fees for the professional
services described in Paragraph (c)(4)(ii) of Rule 2-01 of Regulation S-X.

All Other Fees

The aggregate fees billed by PricewaterhouseCoopers LLP for services other
than those described in the two preceding paragraphs for 2001 were $309,015,
primarily for services rendered in connection with tax matters and the audit of
employee benefit plans.

AUDIT COMMITTEE REPORT

The Audit Committee consists of four members of the Company's Board of
Directors. Each member is independent, as that term is defined in Section
303.01 of the New York Stock Exchange Listed Company Manual. The Board of
Directors adopted a written charter for the Audit Committee in April 2000, and
adopted a clarifying amendment in June 2000. The Audit Committee reviews and
reassesses the adequacy of its charter at least annually or sooner if
determined appropriate.

The Audit Committee holds four regularly scheduled meetings each year. The
Audit Committee reviews the Company's financial reporting process on behalf of
the Board of Directors. Management and the independent auditors have the
responsibility to plan and conduct audits, to determine whether the Company's
financial statements are complete and accurate, and to assess whether they are
in accordance with generally accepted accounting principles.

The Audit Committee has reviewed and discussed the audited financial
statements for the fiscal year ended December 31, 2001, with management and
with PricewaterhouseCoopers LLP, the independent auditors for the Company.

The Audit Committee has discussed with the independent auditors the matters
required to be discussed by SAS 61 (Codification of Statements on Auditing
Standards, AU (S)380).

The Audit Committee has received the written disclosures and the letter from
the independent accountants required by Independence Standards Board Standard
No. 1 (Independence Standards Board Standard No. 1, Independence Discussions
with Audit Committees), and has discussed with the independent accountant the
independent accountant's independence. In addition, the Audit Committee has
considered whether the independent accountant's provision of services described
above under the headings "Financial Information Systems Design and
Implementation Fees" and "All Other Fees" is compatible with maintaining the
independent accountants' independence.

Based on the review and discussions referred to above, and in reliance upon
the opinions, information, reports or statements presented to the Audit
Committee by Company management, its internal auditors and its independent
auditors, the Audit Committee recommended to the Board of Directors that the
audited financial statements be included in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2001.

This Audit Committee Report is not deemed "filed" with the Securities and
Exchange Commission.

Gregory P. Josefowicz, Chairman
Richard G. Cline
James A. Henderson
Ronald L. Thompson

SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT

The following table presents, as of March 1, 2002, the shares of Ryerson
Tull common stock beneficially owned by each of our directors, each of the
other named executive officers and our directors and executive officers as a
group. Except as indicated otherwise, the beneficial owners have sole voting
and investment power for these securities. Our common stock includes preferred
stock purchase rights. No directors or executive officers beneficially owned
any Series A Preferred Stock.

Number of Shares
or Amount of Percent
Name and Address of Beneficial Owner Securities Owned /(1)/ of Class
- ------------------------------------ --------------------- --------

Directors/(2)/
Jameson A. Baxter............................. 22,460 *
Richard G. Cline.............................. 18,886 *
Gary L. Crittenden............................ 14,973 *
James A. Henderson............................ 20,708 *
Gregory P. Josefowicz......................... 14,044 *
Neil S. Novich................................ 481,286/(3)/ 1.9%
Jerry K. Pearlman............................. 33,981 *
Ronald L. Thompson............................ 26,475 *

Named Executive Officers
Jay M. Gratz.................................. 177,947/(4)/ *
Gary J. Niederpruem........................... 168,722/(5)/ *
Thomas S. Cygan............................... 71,314/(6)/ *
Stephen E. Makarewicz......................... 98,701/(7)/ *

All Directors and Executive Officers as a Group 1,424,901/(8)/ 5.7%

- --------
(1) Includes shares credited to individual accounts in the Ryerson Tull Savings
Plan. Shares shown as "subject to option" are subject to stock options
exercisable on or prior to April 29, 2002.
(2) Includes, for each non-employee Director, 10,180 shares subject to option
and 600 shares payable or deferred under the Ryerson Tull Directors'
Compensation Plan which are subject to forfeiture.
(3) Includes 471,329 shares subject to option.
(4) Includes 159,980 shares subject to option and 8,490 shares held in trust
for family members.
(5) Includes 164,405 shares subject to option.
(6) Includes 68,505 shares subject to option and 435 shares held jointly.
(7) Includes 94,192 shares subject to option.
(8) Includes 1,292,131 shares subject to option, 7,862 shares held as
restricted stock and subject to forfeiture, 435 shares held jointly, 8,490
shares held in trust for family members and 250 shares held by the spouse
of an executive officer.
*Less than 1.0%

ADDITIONAL INFORMATION RELATING TO VOTING SECURITIES

The following table sets forth, as of December 31, 2001, the only holders
known to us to beneficially own more than 5% of our common stock.

Number of Shares
or Amount of Percent
Name and Address of Beneficial Owner Securities Owned of Class
------------------------------------ ---------------- --------

The Baupost Group, L.L.C. 1,443,779/(1)/ 5.82%
10 St. James Avenue, Suite 2000
Boston, MA 02116

Dimensional Fund Advisors Inc. 1,400,155/(2)/ 5.64%
1299 Ocean Avenue
Santa Monica, CA 90401

FMR Corp. 3,346,202/(3)/ 13.48%
82 Devonshire Street
Boston, MA 02109

Alfred D. Kingsley 2,121,068/(4)/ 8.55%
277 Park Avenue
New York, NY 10172

Merrill Lynch & Co., Inc. 2,494,063/(5)/ 10.05%
250 Vesey Street
World Financial Center, North Tower
New York, NY 10381

- --------
(1) The Baupost Group, L.L.C., on behalf of itself, SAK Corporation and Seth A.
Klarman, reported sole voting and dispositive power as to 1,443,779 shares.
(2) Reported sole voting and dispositive power as to 1,400,155 shares.
(3) FMR Corp., on behalf of itself, Edward C. Johnson 3d and Abigail P.
Johnson, reported sole voting power as to 616,550 shares and sole
dispositive power as to 3,346,202 shares.
(4) Mr. Kingsley, on behalf of himself and for a group including Gary K.
Duberstein, Greenway Partners, L.P., Greentree Partners, L.P., Greenhouse
Partners, L.P., Greenhut, L.L.C., Greenbelt Corp., Greensea Offshore, L.P.
and Greenhut Overseas, L.L.C., reported sole voting and dispositive power
as to 210,358 shares and shared voting and dispositive power as to
1,910,710 shares.
(5) Merrill Lynch & Co., Inc., on behalf of Merrill Lynch Investment Managers,
reported shared voting and dispositive power as to 2,494,063 shares.

Certain persons were also known to us to own beneficially more than 5% of
the outstanding shares of Series A $2.40 Cumulative Convertible Preferred
Stock. These shares vote together with our common stock, as a single class, on
each matter being submitted to holders of our voting securities, and none of
the owners of the Series A Preferred Stock own shares of Series A Preferred
Stock having more than 1% of the combined voting power of our outstanding
voting securities.

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF
DIRECTORS REGARDING EXECUTIVE COMPENSATION

Composition of the Committee

The Ryerson Tull Compensation Committee consists of independent
non-employee directors, none of whom is or has been an employee of the
Company or any of its subsidiaries. The Committee is comprised of Jerry K.
Pearlman, Chairman, Jameson A. Baxter and Gary L. Crittenden.

Compensation Philosophy and Targets

The Committee determines compensation of Company officers, including the
named executive officers. The Committee, in consultation with external
compensation consultants, has designed our executive compensation programs to
attract and retain outstanding individuals as officers and key employees by
rewarding these individuals based on personal performance and the financial
performance of Ryerson Tull and its business units. The design of the
compensation system also is intended to align the incentives of executive
officers with the interests of stockholders. The Committee intends to offer
total compensation opportunities competitive with those offered by comparable
companies. Based on survey materials prepared by the external consultants, the
Committee compares the Company's total compensation opportunity and actual
compensation to compensation programs of both metal service center companies
and a comparison group of select general distribution, industrial and service
companies of comparable sales, assets and number of employees. The Committee
utilizes the general distribution, industrial and service companies as its
primary comparison group because most metal service center companies are not
publicly owned and no metal service center company has revenues comparable to
the revenues of Ryerson Tull.

The Committee intends total compensation opportunity for our executive
officers to be equivalent to the median of total compensation for comparable
executive positions in the comparison group of general distribution, industrial
and service companies. Its philosophy is to pay base salaries below survey
median and to emphasize incentive pay, increasing the percentage of the latter
as a component of total compensation opportunity for the most senior corporate
positions. The relative proportion of base salary and incentive pay as
components of total compensation opportunity shifts from a 50-50 split at the
business unit president level to a 25-75 split for the chief executive officer.
Short-term and long-term incentive pay targets respectively represent
approximately 45% and 55% of incentive pay compensation opportunity. Actual
short-term and long-term incentive compensation is variable, fluctuating from
year to year depending on business unit and corporate performance.

Base Salary Determinations

The Committee reviews the base salary compensation of executive officers
annually, based on its review of comparable positions in the comparison group,
and then makes recommendations to the Board. Mr. Novich, as Chief Executive
Officer of Ryerson Tull, meets regularly with the Committee and with the
non-management directors. These meetings include an annual review by all of the
outside directors of the chief executive officer's financial, operating and
organizational goals, an evaluation of Mr. Novich's performance as it relates
to achievement of the prior year's goals, and the financial performance of the
Company. The results of that evaluation are an important element in the
compensation decisions made by the Committee and the Board of Directors of the
Company regarding Mr. Novich's base salary and incentive compensation. The
Committee accepted Mr. Novich's recommendation that his base salary remain
unchanged in 2001.

Short-Term Incentive Compensation

Short-term incentive compensation is payable as a cash bonus under the
Ryerson Tull, Inc. Annual Incentive Plan. This plan generally provides for cash
awards based on a specified AIP target percentage of a participant's salary
earnings and the extent to which corporate and (or) business unit performance
standards are achieved for the year. The Committee has historically used two
performance measures, operating return on operating assets and revenue growth,
with the formula weighted to operating return on operating assets.

In the first quarter 2001, the Committee established the AIP target
percentages for each executive officer. The Committee established that the
award to Mr. Novich would be based upon the 2001 return on operating assets and
revenue growth achieved by Ryerson Tull overall; to Mr. Gratz on a 50/50 split
between the 2001 return on operating assets and revenue growth of the Company
and of our coil processing division, which reports to him; to Mr. Niederpruem
on a 25/75 split between the 2001 return on operating assets and revenue growth
achieved by Ryerson Tull and by business units comprising the general line
business, which report to him; and to Mr. Cygan and Mr. Makarewicz on the 2001
return on operating assets and revenue growth achieved by their respective
business units.

In 2001, none of Ryerson Tull's business units achieved the threshold levels
of return on operating assets and revenue growth established for such units.
Ryerson Tull did not achieve the targets established for it. The amount shown
in the "Bonus" column in the "Summary Compensation Table" includes short-term
incentives paid to the named executive officers under this plan.

Long-Term Incentive Compensation

The Committee makes awards and grants under the Ryerson Tull 1999 Incentive
Stock Plan intended to provide executive officers not only with additional
incentives for outstanding individual performance but also with an opportunity
to acquire an ownership stake in Ryerson Tull and, as a result, more closely
align their interests with those of our stockholders. Grants and awards under
the plan may consist of stock options, stock appreciation rights, restricted
stock awards, and performance awards, or combinations of these. Under the plan,
stock options and stock appreciation rights are granted at the fair market
value of our common stock on the date of grant and are generally exercisable
for a period up to ten years.

The Committee established new stock awards in 2001 after review of a
compensation analysis for officer positions of the Company, based on a
comparative company survey of compensation practices at the comparison group of
select general distribution, industrial and service companies, and a summary of
executive compensation issues prepared by our outside executive compensation
consultants. These awards were intended to provide incentives to improve
stockholder value, to encourage executive retention and to remain competitive
in executive recruitment. The Committee granted option awards to named
executive officers totaling 528,000 shares during 2001 including the following
awards: Mr. Novich, 260,000 shares; Mr. Gratz, 100,000 shares; Mr. Niederpruem,
100,000 shares; Mr. Cygan, 34,000 shares; and Mr. Makarewicz, 34,000 shares.
The Committee made no restricted stock awards or performance awards to named
executive officers in 2001.

Tax Considerations

In 1993, Section 162(m) was added to the Internal Revenue Code, which limits
deductibility of certain compensation for named executive officers. The
Committee intends that our compensation plans generally satisfy the
requirements of Section 162(m) for maximum deductibility for federal income tax
purposes of payments made under such plans to named executive officers. In the
event the Committee determines that it is advisable to grant awards to named
executive officers that may not so qualify for deductibility, the Committee
reserves the right to make such awards, taking into consideration the financial
effects of such awards on the Company.

Jerry K. Pearlman, Chairman
Jameson A. Baxter
Gary L. Crittenden

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN

The following chart compares the cumulative total stockholder return on our
common stock for the five-year period ended December 31, 2001, with the
cumulative total return of the Standard and Poor's Mid Cap 400 Index, the
Standard and Poor's Small Cap 600 Index, and to a peer group of metals
distributors. During 2001, the Company was removed from the Standard and Poor's
Mid Cap 400 Index and added to the Standard and Poor's Small Cap 600 Index by
Standard and Poor's. Our performance prior to 1999 reflects an additional line
of business, steel manufacturing, which at the time represented approximately
half of our business. The peer group's performance for the entire time period
reflects primarily the metals distribution business.

Because there is no nationally recognized industry index consisting of
metals distributors to be used as a peer group index, we constructed our own
peer group consisting of six other public companies in the metals distribution
industry. The peer group includes A.M. Castle & Co., Friedman Industries
Incorporated, Metals USA, Inc., Olympic Steel, Inc., Reliance Steel & Aluminum
Co. and Steel Technologies Inc. In prior years, we had also included in the
peer group a seventh company, Huntco Inc., that we have now excluded from the
peer group, as a substantial part of its business now includes additional lines
of business unrelated to metals distribution. This comparison assumes the
investment of $100 on December 31, 1996 and the reinvestment of dividends.

[CHART]

Ryerson Tull Inc. S&P Midcap 400 S&P Smallcap 600 Peer Group
12/96 100.00 100.00 100.00 100.00
12/97 103.24 132.25 125.58 104.26
12/98 72.22 157.52 123.95 74.52
12/99 88.45 180.68 139.31 82.89
12/00 38.15 212.30 155.75 64.03
12/01 51.84 211.02 165.94 62.25

The following chart compares the cumulative total stockholder return on
pre-merger and post-merger Ryerson Tull stock for the five-year period ended
December 31, 2001, with the cumulative total return of the Standard and Poor's
Mid Cap 400 Index, the Standard and Poor's Small Cap 600 Index, and to the peer
group of metals distributors. This comparison assumes the investment of $100 on
December 31, 1996 in the indices and in pre-merger Ryerson Tull Class A common
stock, the exchange of the Class A stock for 0.61 shares of our common stock on
February 25, 1999 and the reinvestment of dividends.

[CHART]

Ryerson Tull Inc. S&P Midcap 400 S&P Smallcap 600 Peer Group
12/96 100.00 100.00 100.00 100.00
12/97 86.43 132.25 125.58 104.26
12/98 85.94 157.52 123.95 74.52
12/99 100.04 180.68 139.31 82.89
12/00 43.15 212.30 155.75 64.03
12/01 58.63 211.02 165.94 62.25

EXECUTIVE COMPENSATION

The following table presents the 1999, 2000 and 2001 compensation for Mr.
Novich and the Company's other four most highly compensated executive officers.
The compensation listed in the table includes compensation paid by us,
pre-merger Ryerson Tull and other subsidiaries.

Summary Compensation Table

Annual Long-Term
Compensation Compensation
---------------------------- --------------------------------
Awards Payouts
------------ -------
Other Securities All
Annual Underlying Other
Compen- Stock LTIP Compen-
Name and Principal Position Year Salary Bonus sation Options/ (1)/ Payouts sation /(2)/
- --------------------------- ---- -------- -------- ---------- ------------ ------- -----------

Neil S. Novich 2001 $548,497 $ 0 $ 0 260,000 $0 $32,914
Chairman, Director, President and 2000 544,661 0 0 115,000 0 39,092
Chief Executive Officer 1999 492,300 320,400 0 113,500 0 34,387

Jay M. Gratz 2001 $408,877 $ 0 $3,446,936/(3)/ 100,000 $0 $16,363
Executive Vice President and 2000 406,576 0 0 44,000 0 16,262
Chief Financial Officer; President-- 1999 371,741 203,000 0 43,500 0 17,563
Ryerson Tull Coil Processing

Gary J. Niederpruem 2001 $329,093 $ 0 0 100,000 $0 $13,156
Executive Vice President 2000 325,695 0 0 44,000 0 13,020
1999 276,262 124,500 0 43,500 0 12,820

Thomas S. Cygan 2001 $248,169 $ 0 $ 51,365/(4)/ 34,000 $0 $ 9,935
President--Ryerson Tull North 2000 219,741 14,950 192,042/(5)/ 13,500 0 8,305
1999 184,538 77,500 0 13,500 0 8,567

Stephen E. Makarewicz 2001 $238,504 $ 0 $ 0 34,000 $0 $ 9,545
President--Ryerson Tull South 2000 222,831 9,801 0 15,000 0 8,908
1999 203,217 84,800 0 15,000 0 9,573

- --------
(1) Awards consist of options to purchase our common stock.
(2) Amounts represent the value of vested and unvested employer contributions
and allocations to defined contribution plans of the Company and its
subsidiaries.
(3) Amounts paid pursuant to Mr. Gratz's change in control agreement with
Inland Steel Industries, Inc. (the Company's predecessor), consist of stock
option-related ($579,312) and non-qualified retirement benefit payments
($2,860,582) as described in "Employment and Change in Control Agreements
and other Benefits." No other perquisites and personal benefits exceed 25%
of total perquisites and other personal benefits reported.
(4) Represents reimbursement of relocation expenses and related tax gross-up in
the amount of $26,588 and other perquisites and personal benefits, none of
which exceeds 25% of total perquisites and other personal benefits reported.
(5) Represents reimbursement of relocation expenses and related tax gross-up in
the amount of $177,527 and other perquisites and personal benefits, none of
which exceeds 25% of total perquisites and other personal benefits reported.

Individual Option Grants in 2001

The following table presents information with respect to (a) individual
grants of options that were made during the last fiscal year to the named
executive officers and (b) the present value of such options on the grant date.

Number of Percent of
Securities Total Options
Underlying Granted to Grant Date
Options Employees in Exercise Expiration Present
Name Granted/(1)/ Fiscal Year Price/(2)/ Date Value/(3)/
- ---- ----------- ------------- --------- ---------- ----------

Neil S. Novich....... 260,000 24.9% $8.875 01/25/11 $1,024,400
Jay M. Gratz......... 100,000 9.6% 8.875 01/25/11 394,000
Gary J. Niederpruem.. 100,000 9.6% 8.875 01/25/11 394,000
Thomas S. Cygan...... 34,000 3.3% 8.875 01/25/11 133,960
Stephen E. Makarewicz 34,000 3.3% 8.875 01/25/11 133,960

- --------
(1) Awards consisted of options to purchase common stock that are transferable,
with the advance written consent of the Compensation Committee, (a) to a
spouse or descendants or (b) to a trust for the benefit of the optionee,
his or her spouse or descendants. See "Employment and Change in Control
Agreements" for option provisions regarding any change in control of the
Company.
(2) The exercise price is equal to the average of the high and low price of our
common stock on the New York Stock Exchange Composite Transactions on the
date of grant. The exercise price may be paid by delivery of already-owned
shares, and an optionee may elect to have Ryerson Tull withhold shares of
stock (or accept already-owned shares) to satisfy minimum tax withholding
obligations with respect to option exercises or payments.
(3) In accordance with Securities and Exchange Commission rules, the
Black-Scholes option pricing model was chosen to estimate the grant date
present value of the options granted under the incentive stock plans during
2001. The use of this pricing model should not be construed as an
endorsement of the model's accuracy at valuing options. For purposes of
calculating the value of the options as of the grant date, the following
assumptions were made: the option term is 10 years, the volatility of our
common stock is 47.20% (calculated using monthly stock prices of a
comparable peer group for the five-year period prior to the grant date),
the ten-year risk-free interest rate is 5.11% for grants, the annualized
dividend yield is 1%, and the expected term is 5 years. The value of the
options granted in 2001 depends upon the actual performance of our common
stock during the applicable period; the actual value, if any, that an
option grantee will realize upon exercise of an option will depend on the
excess of the market value of our common stock over the exercise price on
the date the option is exercised.

Aggregated Option Exercises and Year End Option Values

The following table presents the value realized upon option exercises during
2001, the number of shares underlying the options held at the end of 2001 by
the named executive officers and the value of their holdings based on the
closing price on December 31, 2001 for our common stock.

Shares Number of Shares Value of Unexercised In-
Acquired Underlying Unexercised The-Money Options at
on Value Options at Fiscal Year-End Fiscal Year-End
Name Exercise Realized (Exercisable/Unexercisable) (Exercisable/Unexercisable)
- ---- -------- -------- --------------------------- ---------------------------

Neil S. Novich....... -- -- 308,974/374,505 $0/562,900
Jay M. Gratz......... -- -- 97,665/143,835 0/216,500
Gary J. Niederpruem.. -- -- 102,090/143,835 0/216,500
Thomas S. Cygan...... -- -- 48,240/47,500 0/73,610
Stephen E. Makarewicz -- -- 72,832/49,000 0/73,610

Pension Benefits

The following table shows the maximum annual pension benefits payable on a
straight life annuity basis to employees in various earnings classifications
upon retirement at age 65 under our pension plans. Pension benefits for our
salaried employees were frozen effective December 31, 1997, except for salaried
employees whose age and service met specified transition criteria. The latter
salaried employees continue to accrue pension benefits until the earlier of
December 31, 2002, and their date of retirement.

In general, benefits for salaried employees are based on two factors: (1)
years of benefit service prior to the freeze date of the pension benefit, and
(2) average monthly earnings, based on the highest 36 months of earnings during
the participant's last ten years of service prior to the freeze date of the
pension benefit, except for employees eligible for the transition rules
relating to age and service. For this purpose, earnings generally consist of
salary plus bonus as reported in the Summary Compensation Table. All benefit
amounts shown in this table are subject to offset based upon Social Security
earnings.

Pension Plan Table

Average Annual Earnings Annual Pension Benefits for Years of Service Shown
for the Applicable -------------------------------------------------------------
Years-of-Service Period 5 Years 15 Years 20 Years 25 Years 30 Years 35 Years 40 Years
- ----------------------- ------- -------- -------- -------- -------- -------- --------

$ 200,000....... $17,000 $ 51,000 $ 68,000 $ 85,000 $102,000 $119,000 $136,000
400,000...... 34,000 102,000 136,000 170,000 204,000 238,000 272,000
600,000...... 51,000 153,000 204,000 255,000 306,000 357,000 408,000
800,000...... 68,000 204,000 272,000 340,000 408,000 476,000 544,000
1,000,000....... 85,000 255,000 340,000 425,000 510,000 595,000 680,000

Neil S. Novich accrued three years of pension benefit service, frozen at
December 31, 1997, and ceased accruing benefit service after that date. The
other named executive officers, whose age and service met certain transition
requirements, continue to accrue pension benefits. As of March 1, 2002, the
other named executive officers were credited with the following years of
benefit service: Jay M. Gratz--26 years; Gary J. Niederpruem--28 years; Thomas
S. Cygan--36 years and Stephen E. Makarewicz--18 years. Pension benefits for
Mr. Gratz, Mr. Niederpruem, Mr. Cygan and Mr. Makarewicz will continue to
accrue pension benefits until the earlier of December 31, 2002 or their date of
retirement. At that date, their pension benefit will be frozen. Until then,
they are subject to limits on certain company-paid contributions to employees'
accounts under the Ryerson Tull Savings Plan.

Certain pension benefits in excess of the limitations imposed by the
Internal Revenue Code of 1986 are paid by Ryerson Tull under an unfunded
non-contributory supplemental retirement plan. For any officer or employee who
is age 55 or older with at least five years of service and annual compensation
in excess of $170,000, these plans generally permit us to satisfy obligations
to pay benefits upon retirement at age 65 by (a) purchasing annuities (and
paying a tax gross-up to the officer or employee) or (b) paying a lump sum
amount at the time of retirement. No annuities were established for named
executive officers in 2001.

In the event of a change in control (as defined in the applicable plan), all
benefits accrued under the pension plan and the supplemental plans will become
fully and irrevocably vested and distributable to participants as provided by
the terms of those plans. If, within three years following a change in control,
there is a termination of the Ryerson Tull Pension Plan, or a substantial
reduction in accruals under the Ryerson Tull Pension Plan, assets will first be
used to provide retiree medical benefits and then will be applied to increase
retirement benefits to affected participants on a pro rata basis. Special rules
also apply if, after a change in control, the Ryerson Tull Pension Plan is
merged with another

plan or if assets are transferred from the Ryerson Tull Pension Plan to another
plan. This distribution would occur within three years of a change in control,
and, within this three-year period, there are limitations on amendments to the
Ryerson Tull Pension Plan.

We provide pension benefits to eligible salaried employees of our
subsidiary, J. M. Tull, under a separate benefit schedule. In 2000 the Tull
benefit schedule was made subject to a benefit freeze similar to the one
described above. The maximum annual pension benefits payable under this
schedule are approximately 3% higher than those shown in the above table for
comparable earnings and service. The Tull benefit schedule does not cover any
executive officers, but Mr. Makarewicz is credited with 12 years of service
under the Ryerson Tull Pension Plan according to the Tull benefit schedule and
has a lump sum benefit accrued as his Tull benefit.

Employment and Change in Control Agreements and Other Benefits

Under our incentive stock plans, upon the occurrence of a change in control
event, (i) the value of all outstanding stock options, stock appreciation
rights and restricted stock awards (whether or not then fully exercisable or
vested) will be cashed out at specified prices as of the date of the change in
control, except that (a) certain stock options or stock appreciation rights
outstanding for less than six months will not be cashed out until six months
after the grant date and (b) restricted stock awards may immediately vest; and
(ii) all outstanding performance awards will be cashed out in the amounts and
manner determined by the Compensation Committee.

We have entered into change in control agreements with each of the named
executive officers, the present terms of which expire on December 31, 2002, but
which are automatically extended for additional one-year periods thereafter,
unless we give notice prior to June 30 that we do not wish to extend such
agreements for another year or unless a change in control (as defined below) or
other limited events occur. We have not given such notice of nonrenewal to date.

For purposes of the agreements, a "change in control" shall generally be
deemed to occur if:

(1) any person becomes the owner of 20% or more of the combined voting
power of our then-outstanding securities;

(2) during any two-year period, the majority of the Board changes without
the approval of two-thirds of the directors who either were directors at the
beginning of the period or whose election was previously so approved;

(3) a merger or consolidation with another company occurs, in which our
voting securities, in combination with voting securities held by any trustee
or fiduciary under any employee benefit plan, do not continue to represent
at least 60% of the combined voting power of the voting securities of the
surviving entity;

(4) holders of our voting securities approve a complete liquidation or an
agreement for the sale or disposition of all or substantially all of our
assets; or

(5) there occurs, with respect to a "Related Company," (a) a sale or
disposition of securities representing 50% or more of the combined voting
power of the Related Company's securities, (b) a merger or consolidation of
a Related Company with a person in which a majority-owned direct or indirect
subsidiary of Ryerson Tull does not own at least 50% or more of the combined
voting power of the surviving entity, or (c) the sale or disposition of all
or substantially all of the assets of a Related Company to a person other
than Ryerson Tull or a majority-owned subsidiary of Ryerson Tull.

A "Related Company" is an executive's employer, a direct or indirect parent
of the employer or a subsidiary of the employer that is also a significant
subsidiary of Ryerson Tull within the meaning of Rule 405 under the Securities
Act of 1933.

These agreements generally provide that if an executive resigns from
employment within the period ending 24 months after the month in which a change
in control occurs, either (1) other than for cause or other than as a
consequence of death, disability or retirement or (2) for reasons relating to a
diminution of responsibilities, compensation or benefits or a significant
relocation of the executive's principal place of business ("Good Reason"), he
or she will receive:

. a lump sum payment (the "Severance Payment") equal to three times (two
times in the case of Mr. Cygan and Mr. Makarewicz) the sum of (1) the
current annual base salary plus (2) the higher of (a) the average annual
incentive bonus paid for the five years preceding resignation from
employment, excluding any years in which the bonus was zero or (b) the
executive's target award under the annual incentive plan for the year in
which the termination occurs;

. cash in lieu of any allocations, unpaid awards or rights under our
annual or other incentive compensation plans;

. cash equal to the value of outstanding stock options granted under our
stock option plans at specified prices;

. vesting of outstanding performance awards that would have been earned
for the year in which the change in control occurs had the applicable
performance targets been satisfied for that year;

. life, disability, accident and health insurance as provided in our
insurance programs for a period of 36 months (24 months in the case of
Mr. Cygan and Mr. Makarewicz) after resignation from employment;

. cash in lieu of three years (two years in the case of Mr. Cygan and Mr.
Makarewicz) of additional accrued benefits under our pension plan; and

. legal fees and expenses incurred as a result of such resignation.

The agreements do not limit or reduce any benefits that the executive may be
entitled to receive pursuant to any other agreement upon a change in control.
The agreements provide that the executive will be paid an additional amount
which, after payment of all taxes thereon, is equal to any excise tax imposed.
While this provision will preserve the severance agreement benefits for the
executives, we will not be entitled to a federal income tax deduction for this
excise tax payment.

The agreements also provide benefits if the executive resigns from
employment with Ryerson Tull for a reason other than cause coincident with or
prior to a change in control and within twelve months after the occurrence of a
"potential change in control" if a change in control or certain other limited
events occur coincident with or within six months after his or her resignation.
A "potential change in control" generally occurs if:

. we enter into an agreement, the consummation of which would result in
the occurrence of a change in control;

. any person (including Ryerson Tull) publicly announces an intention to
take or to consider taking actions that, if consummated, would
constitute a change in control;

. any person who is or becomes the owner of 9.5% or more of the combined
voting power of our then-outstanding securities increases beneficial
ownership of such securities by 5% or more over the percentage so owned
on the date of the agreements; or

. the Board adopts a resolution that a potential change in control has
occurred for purposes of the agreements.

Ispat International's acquisition of Inland Steel Company constituted a
change in control under the change in control agreements with respect to
Ryerson Tull and ISC but not with respect to pre-merger Ryerson Tull. After
that acquisition, Ryerson Tull and Mr. Gratz entered into amendments to Mr.
Gratz's change in control agreement. Under the amended agreement he continues
to be entitled to legal fees and payments with respect to any excise taxes in
accordance with the original agreements.

We have instituted a practice of requiring non-compete and non-solicitation
agreements from executive officers, including each of the named executive
officers, that provide for a post-termination non-compete and non-solicitation
period and salary and benefit continuation if the executive is discharged
without cause or resigns for "good reason."

These agreements also generally provide that if an executive's termination
occurs, either (1) other than for cause or other than as a consequence of
death, disability or retirement or (2) for Good Reason (including the failure
to provide bonus opportunities or stock awards based on historical practice in
the case of Mr. Novich), he will receive his salary, bonus and benefits in
effect as of his termination date. The bonus shall be two (three in the case of
Mr. Novich) payments of the average annual amount of the award paid to him for
the three years immediately preceding that in which the termination date occurs
(excluding any years in which the bonus was zero in the case of Mr. Novich).
Twenty-four (thirty-six in the case of Mr. Novich) months of additional age and
service credit will be provided for determining an executive's supplemental
pension benefits using the methodology described in his change in control
agreement except that any lump sum payment will be made twenty-four (thirty-six
in the case of Mr. Novich) months after the executive's termination date and
only if he has not violated the confidentiality, nonsolicitation and
noncompetition provisions of his employment agreement.

Mr. Novich's agreement further provides that all existing unvested options
as of his termination date would become vested and he would be afforded a
36-month extension (but not beyond the original termination date of the option)
from his termination date to exercise any remaining unexercised options that
had not expired before his termination date. The agreement also provides Mr.
Novich with certain opportunities to exercise his options in a cashless
exchange, indemnification, financial services counseling, and executive
outplacement and office services following his termination.

In lieu of payments under his change in control agreement with Inland Steel
Industries, Inc., Mr. Gratz's employment agreement was amended to provide that
Mr. Gratz would resign as Vice President and Chief Financial Officer of Inland
Steel Industries, Inc. on November 30, 1998 and become employed by pre-merger
Ryerson Tull. This amendment provides that Mr. Gratz will be entitled to a
change in control agreement from pre-merger Ryerson Tull but would not be
entitled to severance benefits under his existing agreement upon resignation
from employment with Ryerson Tull. Pursuant to his amended change in control
agreement, Mr. Gratz is entitled (1) to receive cash equal to the change in
control price of $29.625 per share less the exercise price in lieu of shares of
our common stock issuable upon exercise of options previously awarded to him
($579,312 in the aggregate) at any time on or before November 6, 2001 (but not
beyond the original term of any such option), and he exercised this right in
2001; (2) upon resignation from his employment, to receive life, disability,
accident and health insurance benefits and other employee fringe benefits; (3)
upon the earlier of the date of his resignation or January 1, 2001, to receive
a lump sum payment of all non-qualified retirement benefits, calculated as if
he had an additional three years of accrued benefits and as if payments were
then to start immediately without actuarial reduction ($2,860,582); and (4) to
receive a retention bonus of $250,000 on January 1, 2000. Mr. Gratz received
$150,000 for agreeing not to become an employee of, or provide consulting or
other services to, certain competitors prior to November 6, 2000.

Mr. Novich, Mr. Gratz and Mr. Niederpruem are covered by a group business
accident insurance policy providing $500,000 in coverage, for which the Company
pays the premium.

PROPOSAL TO APPROVE THE RYERSON TULL 2002 INCENTIVE STOCK PLAN

The Company has used stock option plans and other stock plans as an integral
part of its executive incentive program for many years. Most recently,
stock-based grants and awards have been made under the Company's 1999 Incentive
Stock Plan. The Board has determined that a new stock plan is needed in order
to maintain a competitive executive incentive program and thereby more
effectively

attract and retain and furnish incentives to outstanding individuals as
officers and key employees of the Company and its subsidiaries. Accordingly,
the Board has adopted, and is submitting to the stockholders for their
approval, the Ryerson Tull 2002 Incentive Stock Plan (the "Incentive Stock
Plan"). The Incentive Stock Plan will become effective immediately upon
approval by the stockholders and will continue in effect until terminated by
the Board. If the Incentive Stock Plan is approved by stockholders, the 1992,
1995 and 1999 Incentive Stock Plans (the "Prior Stock Plans") will be
discontinued, except as to outstanding grants. The summary of the Incentive
Stock Plan that follows is qualified in its entirety by reference to the
complete text of the Incentive Stock Plan as set forth in Exhibit A.

General Description

Participants in the Incentive Stock Plan shall consist of such officers and
other key employees of the Company and its subsidiaries as the Ryerson Tull
Compensation Committee (the "Ryerson Tull Committee") may select from time to
time. The Ryerson Tull Committee has identified approximately 150 participants
to participate in the Incentive Stock Plan. In the discretion of the Ryerson
Tull Committee, participants in the plan may receive stock options, stock
appreciation rights, restricted stock awards or performance awards, either
singly or in combination. The maximum number of shares that may be issued under
the plan is 2,500,000 shares of Company common stock, plus the total number of
shares available for issuance under the Prior Stock Plans as of the effective
date of the Incentive Stock Plan. As of March 1, 2002, 2,917,944 shares of
Company common stock were subject to awards outstanding under the Prior Stock
Plans and 551,427 shares were available for grant thereunder. No further awards
may be made under the Prior Stock Plans. The form and amount of any grant or
award, whether measured by shares of Company common stock or otherwise, as well
as the time and conditions of exercise or vesting and any acceleration of the
time of exercise or vesting, are subject to the discretion of the Ryerson Tull
Committee, provided that no more than 335,000 shares may be issued pursuant to
restricted stock awards and performance awards under the Incentive Stock Plan.
Except to the extent otherwise determined by the Ryerson Tull Committee, any
shares subject to a grant or award under the Incentive Stock Plan or the Prior
Stock Plans which terminates by expiration, cancellation or otherwise without
the issuance of such shares (including shares underlying a stock appreciation
right exercised for stock, to the extent that such underlying shares are not
issued) or which are settled in cash (to the extent so settled), or, in the
case of a restricted stock award, which are forfeited prior to vesting, shall
again be available for future grants under the Incentive Stock Plan.

The Code places limitations on the deductibility, for Federal income tax
purposes, of annual compensation paid to certain executive officers, generally
the five most highly compensated officers of the Company on the last day of the
year. In order to permit certain grants and awards under the Incentive Stock
Plan to be deductible for Federal income tax purposes, the Incentive Stock Plan
limits, except in the case of grants and awards which by their terms are not
intended to comply with such Code limitations, the maximum number of shares
that may be granted or awarded under the Incentive Stock Plan in any three-year
period to any participant under the Incentive Stock Plan to 700,000 and the
maximum aggregate cash payout that may be made under the Incentive Stock Plan
in any year to a named executive officer to $1,000,000.

The Ryerson Tull Committee has general authority to administer the Incentive
Stock Plan, including the authority to select participants, determine the form
and amount of awards and amend such awards or accelerate the time of exercise
or vesting thereof. The Ryerson Tull Committee also may authorize a Company
officer have the authority of the Ryerson Tull Committee for the purpose of
making grants of restricted stock, stock options, stock appreciation awards and
performance awards, not to exceed such number of shares as the Ryerson Tull
Committee designates, to employees of the Company and its subsidiaries who are
not subject to Section 16(a) of the Securities Exchange Act of 1934. No such
officer is authorized to designate himself or herself for any such grant or
award. The Board may amend the Incentive Stock Plan in any respect, or
terminate the Incentive Stock Plan at any time, provided that no amendment may
be made for which stockholder approval is necessary to

comply with any applicable tax or regulatory requirement then in effect. At
present, such actions would not result in such loss of exemption and therefore
may be taken without stockholder approval. No amendment or termination may
impair the rights of a participant under any grant previously made under the
Incentive Stock Plan without the consent of such participant, unless required
by law.

A participant may elect to have the Company withhold shares of common stock
(or to accept already-owned shares) to satisfy tax withholding obligations with
respect to exercises or payments under the Incentive Stock Plan. Except as
otherwise permitted by the Ryerson Tull Committee, no stock option, stock
appreciation right, restricted stock award or performance award shall be
transferable except by will or the laws of descent and distribution. Under
rules adopted by the Ryerson Tull Committee, transfers may be made, subject to
certain limitations, to (a) a participant's spouse or descendants or (b) to a
trust for the benefit of an award holder, his or her spouse or descendants.

Incentive Stock Plan Benefits

The Incentive Stock Plan is subject to stockholder approval at the annual
meeting. Following stockholder approval, the Ryerson Tull Committee may make
awards, in its discretion, under the Incentive Stock Plan. Awards made may not
be indicative of awards for all of 2002 or awards in any fiscal year.

Stock Options

Options to purchase shares of Company common stock, including incentive
stock options within the meaning of Section 422 of the Code, may be granted
under the Incentive Stock Plan. The Ryerson Tull Committee will determine the
number of shares subject to each stock option and the manner and time of
exercise. No option, however, shall be exercisable more than ten years after
the date of grant. The per share option price shall not be less than par value
or the fair market value of a share of Company common stock at the date of
grant or, if offered pursuant to an offer of employment, the date of the offer
or such later date as is specified in such offer. Upon exercise, the option
price may be paid in cash, in shares of Company common stock having a fair
market value equal to the option price, or in a combination thereof. The
Ryerson Tull Committee may also allow the "cashless" exercise of options,
subject to applicable rules and regulations, and the exercise of options by any
other means the Ryerson Tull Committee determines to be consistent with the
Incentive Stock Plan's purpose and applicable law, including loans, with or
without interest, made by the Company to the holder of such option. The
Incentive Stock Plan sets forth conditions for the exercise of options under
certain circumstances upon termination of employment by reason of death,
incapacity, retirement or otherwise. The option may contain such other terms,
provisions and conditions not inconsistent with the Incentive Stock Plan as the
Ryerson Tull Committee may determine.

Stock Appreciation Rights

Stock appreciation rights may be granted in tandem with a related stock
option or may be granted independently of a related stock option. Rights
granted in tandem with a related stock option shall be exercisable to the
extent that the related stock option is exercisable. The Ryerson Tull Committee
will determine the manner and time of exercise of rights granted independently
of a stock option, but no such right shall be exercisable more than ten years
after the date of grant. In the case of rights granted in tandem with a related
stock option, the grantee may elect to exercise either the stock option or the
rights (but not both) as to any of the same shares subject to the stock option
and the rights. The Incentive Stock Plan sets forth conditions for the exercise
of stock appreciation rights under certain conditions upon termination of
employment by reason of death, incapacity, retirement or otherwise. The stock
appreciation rights may contain such other terms, provisions and conditions not
inconsistent with the Incentive Stock Plan as the Ryerson Tull Committee may
determine.

Upon exercise of a stock appreciation right, the holder shall be paid the
excess of the then fair market value of the number of shares of Company common
stock to which the right relates over the fair market value of such number of
shares at the date of grant of the right or of the related stock option, as the
case may be. Such amount shall be paid in cash or in shares of Company common
stock having a fair market value equal to such excess, or in such combination
thereof, as may be provided in the grant of such right (which may permit the
grantee to elect between cash and Company common stock or to elect a
combination thereof), or, if no such provision is made in the grant, as the
Ryerson Tull Committee shall determine upon exercise of the right.

Restricted Stock Awards

Restricted stock awards consisting of shares of Company common stock may be
made under the Incentive Stock Plan. Such awards shall be contingent on the
employee's continuing employment with the Company or its subsidiaries or
affiliates for a period to be specified in the award, which shall not be more
than ten years from the date of award, and may be subject to such additional
terms and conditions as the Ryerson Tull Committee deems appropriate, which may
include performance measures. Except as otherwise determined by the Ryerson
Tull Committee at the time of the award, the holder of a restricted stock award
shall have the right to vote the restricted shares and to receive dividends
thereon, unless and until such shares are forfeited. If all conditions to which
such award is subject have been satisfied, the holder shall be entitled to such
shares free of all restrictions.

Performance Awards

Performance awards consisting of shares of Company common stock, monetary
units, or units which are expressed in terms of shares of Company common stock
may also be made under the Incentive Stock Plan. Subject to the following
paragraph, such awards shall be contingent on the achievement over a period of
not more than ten years of such corporate, division, subsidiary, group or other
measures and goals as shall be established by the Ryerson Tull Committee.
Subject to the following paragraph, such measures and goals may be revised by
the Ryerson Tull Committee from time to time during the performance period.
Except as may otherwise be determined by the Ryerson Tull Committee, a
performance award shall terminate if the holder of the award does not remain
continuously in the employ of the Company or its subsidiaries or affiliates at
all times during the applicable performance period. If a performance award
consists of shares of Company common stock or units which are expressed in
terms of shares of such common stock, amounts equal to dividends otherwise
payable on a like number of shares may, if the award so provides, be converted
into additional such shares or credited as additional units and paid to the
participant on payment of the award.

In order to permit performance awards to named executive officers to be
deductible by the Company for Federal income tax purposes, the Code and related
regulations require performance measures for such awards to be specified in the
Incentive Stock Plan and approved by stockholders. The performance measures
established in the Incentive Stock Plan for such purposes are: safety
(including, but not limited to, total injury frequency, lost workday rates or
cases, medical treatment cases and fatalities); quality control (including, but
not limited to, critical product characteristics and defects); cost control
(including, but not limited to, cost as a percentage of sales); capital
structure (including, but not limited to, debt and equity levels,
debt-to-equity ratios, and debt-to-total-capitalization ratios); inventory
turnover; revenue growth; revenue growth compared to market; market share;
customer performance or satisfaction; revenue measures (including, but not
limited to, gross revenues and revenue growth); revenue growth as compared to
market; net income; conformity to cash flow plans; return measures (including,
but not limited to, return on investment assets or capital); operating profit
to operating assets; share price measures (including, but not limited to, fair
market value of shares, growth measures, and total shareholder return); working
capital measures; operating earnings (before or after taxes); economic value
added, cash value added; and cash flow return on investment.

The Ryerson Tull Committee has discretion to establish performance goals and
to adjust the goals and methods used to measure attainment of the goals. With
respect to awards which are intended to be exempt from the deduction
limitation, the Ryerson Tull Committee has discretion to adjust awards in a
manner that does not increase such awards or make any other change that could
cause such awards to become nondeductible under the regulations discussed
above. The Ryerson Tull Committee has discretion to amend or replace
performance measures applicable to the named executive officers in the event
applicable regulations change and to grant awards to named executive officers
that would not be deductible under the regulations based upon any performance
measures it deems appropriate.

Payment of a performance award following the end of the performance period,
if such award consists of monetary units or units expressed in terms of shares
of common stock, may be made in cash, shares of common stock, or a combination
thereof, as determined by the Ryerson Tull Committee. Any payment made in
common stock shall be based on the fair market value of such stock on the
payment date.

Antidilution Adjustments and Change in Control Provisions

The maximum number of shares issuable under the Incentive Stock Plan and the
number, class and/or price of shares or other consideration subject to any
outstanding stock option, stock appreciation right, restricted stock award or
performance award may be appropriately adjusted by the Ryerson Tull Committee
in the event of any change in corporate capitalization, such as a stock split,
reverse stock split, or stock dividend, or a corporate transaction, such as a
merger, consolidation, or separation, including a spin-off, or other
distribution of stock or property of the Company or its subsidiaries (other
than normal cash dividends), and any reorganization or partial or complete
liquidation of the Company or its subsidiaries. The Incentive Stock Plan also
provides that in the event of a Change in Control (as defined below), with
certain exceptions, (1) all outstanding stock options, stock appreciation
rights, and restricted stock awards shall automatically become fully
exercisable and vested and shall be cashed out on the basis of a Change in
Control Price (as defined in the Incentive Stock Plan) and (2) all outstanding
performance awards shall be cashed out in such manner and in such amount or
amounts as determined by the Ryerson Tull Committee at the time such awards are
made. For purposes of the Incentive Stock Plan, a Change in Control will
generally be deemed to have occurred if:

. any person becomes the beneficial owner of 20% or more of the combined
voting power of the Company's then outstanding securities;

. during any two-year period, the majority of the membership of the
Company's Board of Directors changes without the approval of two-thirds
of the directors who either were directors at the beginning of the
period or whose election was previously so approved;

. there occurs a merger or consolidation of the Company with another
company occurs in which the Company's voting securities, in combination
with voting securities held by any trustee or fiduciary under any
Company employee benefit plan, do not continue to represent at least

. 60% of the combined voting power of the voting securities of the
surviving entity;

. the Company's stockholders approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of
all or substantially all of its assets; or

. there occurs with respect to a ''Related Company'' a sale or disposition
of securities representing 50% or more of the combined voting power of
the Related Company's securities, or a merger or consolidation of a
Related Company with another company in which a majority-owned direct or
indirect subsidiary of the Company does not own at least 50% of the
combined voting power of the voting securities of the surviving entity,
or a sale or disposition of all or substantially all of the assets of a
Related Company to a person other than a majority-owned direct or
indirect subsidiary of the Company.

A "Related Company" is a participant's employer (or any direct or indirect
parent company of such employer, or subsidiary of such employer that is a
significant subsidiary (within the meaning of Rule 405 under the Securities
Act) of the Company). A Change in Control of the Company shall not be deemed to
have occurred with respect to any employee, however, if the sale or other
transaction includes or involves a sale to the public or a distribution to the
stockholders of the Company of more than 50% of the voting securities of the
participant's employer or a direct or indirect parent of his or her employer
and the participant's employer (or a direct or indirect parent of the
participant's employer) agrees to become a successor to the Company under an
individual agreement or other contractual agreement providing for benefits.

Federal Tax Consequences

An employee who has been granted an incentive stock option will not realize
taxable income and the Company will not be entitled to a deduction at the time
of the grant or exercise of such option. If the employee makes no disposition
of shares acquired pursuant to an incentive stock option within two years from
the date of grant of such option, or within one year of the transfer of the
shares to such employee, any gain or loss realized on a subsequent disposition
of such shares will be treated as a long-term capital gain or loss. Under such
circumstances, the Company will not be entitled to any deduction for Federal
income tax purposes. If the foregoing holding period requirements are not
satisfied, the employee will generally realize ordinary income at the time of
disposition in an amount equal to the lesser of (1) the excess of the fair
market value of the shares on the date of exercise over the option price or (2)
the excess of the amount realized upon disposition of the shares, if any, over
the option price, and the Company will be entitled to a corresponding deduction.

An employee will not realize taxable income at the time of the grant of an
option which does not qualify as an incentive stock option. Upon exercise,
however, of such non-qualified stock option, the employee (even if the option
has been transferred) will realize ordinary income in an amount measured by the
excess, if any, of the fair market value of the shares on the date of exercise
over the option price, and the Company will be entitled to a corresponding
deduction. Upon a subsequent disposition of such shares, the employee (or, if
applicable, the transferee) will realize short-term or long-term capital gain
or loss with the basis for computing such gain or loss equal to the option
price plus the amount of ordinary income realized upon exercise.

An employee will not realize taxable income at the time of the grant of a
stock appreciation right. Upon exercise, however, such employee will realize
ordinary income measured by the difference between the fair market value of the
Company common stock on the applicable date of grant and the fair market value
of such stock on date of exercise. The Company will be entitled to a
corresponding deduction in the year of exercise. Although the tax rules
governing transfers of stock appreciation rights are unclear, it appears that
an employee would be required to recognize ordinary income upon exercise of a
stock appreciation right by a transferee. An employee who has been granted a
restricted stock award will not realize taxable income at the time of grant,
and the Company will not be entitled to a deduction at that time, assuming that
the restrictions constitute a substantial risk of forfeiture for Federal income
tax purposes. Upon the vesting of shares subject to an award, the employee
(even if the award has been transferred) will realize ordinary income in an
amount equal to the fair market value of the shares at such time, and the
Company will be entitled to a corresponding deduction unless the employee is
one of the named executive officers and applicable provisions of the Code
regarding deductibility are not satisfied. Dividends paid to the employee
during the restriction period will also be compensation income to the employee
and deductible as such by the Company. An employee who receives a restricted
stock award may elect to be taxed at the time of grant of the award on the then
fair market value of the shares, in which case (i) the Company will be entitled
to a deduction at the same time and in the same amount, (ii) dividends paid to
such employee during the restriction period will be taxable as dividends to
such employee and not deductible by the Company, and (iii) there will be no
further tax consequences when the restrictions lapse. If an employee who has
made such an

election subsequently forfeits the shares, he will not be entitled to any
deduction or loss. The Company, however, will be required to include as
ordinary income the lesser of the fair market value of the forfeited shares or
the amount of the deduction originally claimed with respect to the shares.

The Company has also been advised that an employee who has been granted a
performance award will not realize taxable income at the time of grant, and the
Company will not be entitled to a deduction at that time. The employee (even if
the award has been transferred) will have compensation income at the time of
payment (or vesting if the award is in stock), and the Company will have a
corresponding deduction unless the employee is one of the named executive
officers and applicable provisions of the Code regarding deductibility are not
satisfied.

Any acceleration of the payment of grants and awards under the Incentive
Stock Plan in the event of a change in control of the Company may cause part or
all of the consideration involved to be treated as an "excess parachute
payment" under the Code, which may subject the participant to a 20% excise tax
and which may not be deductible by the Company. A deduction otherwise available
to the Company for any year with respect to compensation payable to a named
executive officer may be denied to the extent that it exceeds $1,000,000. For
these purposes, restricted stock grants and performance awards under the Plan
may under certain circumstances qualify for, and it is anticipated that grants
of options and stock appreciation rights will generally qualify for, an
exception to that limitation for eligible performance-based compensation.

Other Information

Approval of the Incentive Stock Plan will require the affirmative vote of
the holders of shares of the Company representing a majority of the shares
represented in person or by proxy and entitled to vote at the Annual Meeting,
with the result that shares which abstain from voting would count as votes
against the Incentive Stock Plan and broker non-votes would have no effect on
the outcome. Proxies not limited to the contrary will be voted for approval of
the Incentive Stock Plan. The closing price of the Company's common stock
reported on the New York Stock Exchange Composite Transactions for March 18,
2002 was $10.70.

The Board of Directors unanimously recommends a vote FOR approval of the
Ryerson Tull 2002 Incentive Stock Plan.

PROPOSALS OF STOCKHOLDERS

Proposals of stockholders which are intended to be included in our proxy
statement for the 2003 Annual Meeting pursuant to SEC Rule 14a-8 must be
received by us no later than November 22, 2002, and must otherwise comply with
that rule to be included in the Company's proxy materials for that meeting.

A stockholder that intends to present business at the 2003 Annual Meeting
other than pursuant to Rule 14a-8 must comply with the requirements set forth
in our By-laws. Among other things, to bring business before an annual meeting,
a stockholder must give written notice thereof, complying with the By-laws, to
the Secretary of Ryerson Tull not less than 90 days and not more than 120 days
in advance of the day corresponding to the date of mailing the proxy materials
for the prior year's annual meeting of stockholders. Therefore, because we
anticipate mailing our proxy statement on March 22, 2002, we must receive
notice of a stockholder proposal submitted other than pursuant to Rule 14a-8 no
sooner than November 22, 2001, and no later than December 22, 2001.

OTHER MATTERS

The Board of Directors does not know of any matters to be presented at the
Annual Meeting other than those set forth in the Notice of the Annual Meeting.
However, if any other matters do come before the meeting, it is intended that
the holders of the proxies will vote thereon in their discretion.

By order of the Board of Directors,

Joyce E. Mims
Vice President and
General Counsel

March 22, 2002
Chicago, Illinois

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Each stockholder, whether or not you expect to be present in person at the
Annual Meeting, is requested to SIGN, DATE AND RETURN THE ENCLOSED PROXY in the
accompanying envelope as promptly as possible.

RYERSON TULL 2002 INCENTIVE STOCK PLAN

1. Purpose.

The purpose of the Ryerson Tull 2002 Incentive Stock Plan (the "Plan") is to
attract and retain outstanding individuals as officers and key employees of
Ryerson Tull, Inc. (the "Company") and its subsidiaries, and to furnish
incentives to such individuals through rewards based upon the ownership and
performance of the Common Stock (as defined in Section 3). To this end, the
Committee hereinafter designated and, in certain circumstances, the Chairman of
the Board of the Company (the "Chairman") or the President of the Company, may
grant stock options, stock appreciation rights, restricted stock awards, and
performance awards, or combinations thereof, to officers and other key
employees of the Company and its subsidiaries, on the terms and subject to the
conditions set forth in this Plan. As used in the Plan, the term "RT" shall
mean, collectively, the Company and its affiliates, and the term "subsidiary"
shall mean (a) any corporation of which the Company owns or controls, directly
or indirectly, 50% or more of the outstanding shares of capital stock entitled
to vote for the election of directors or (b) any partnership, joint venture, or
other business entity in respect of which the Company, directly or indirectly,
has comparable ownership or control.

2. Participants.

Participants in the Plan shall consist of: (a) such officers and other key
employees of the Company and its subsidiaries as the Committee (or an officer
acting pursuant to Section 4) in its sole discretion may select from time to
time to receive stock options, stock appreciation rights, restricted stock
awards or performance awards, either singly or in combination, as the Committee
(or an officer acting pursuant to Section 4) may determine in its sole
discretion; and (b) if the Committee authorizes the Chairman or the President
to make grants or awards of stock options, stock appreciation rights,
restricted stock or performance awards, such employees of the Company and its
subsidiaries who are not subject to section 16(a) of the Securities Exchange
Act of 1934 as the Chairman or the President shall determine in his or her sole
discretion after consultation with the Vice President-Human Resources of the
Company. Any director of the Company or any of its subsidiaries who is not also
an employee of the Company or any of its subsidiaries shall not be eligible to
receive stock options, stock appreciation rights, restricted stock awards or
performance awards under the Plan. Notwithstanding any other provision of the
Plan, without the approval of the Company's stockholders, this Section 2 shall
not be amended to materially change the class or classes of employees eligible
to participate in the Plan.

3. Shares Reserved under the Plan.

Subject to adjustment pursuant to the provisions of Section 11 of the Plan,
the maximum number of shares of Common Stock, $1.00 par value per share, of the
Company ("Common Stock") which may be issued pursuant to grants or awards made
under the Plan shall not exceed the sum of (1) 2,500,000 and (2) the total
number of shares available for issuance, but not issued, under the Ryerson Tull
1995 and Ryerson Tull 1999 Incentive Stock Plan (the "Prior Plans"), including
shares described in the last paragraph of this Section 3. No more than 335,000
shares of Common Stock shall be issued pursuant to restricted stock awards and
performance awards under the Plan. Notwithstanding any other provision of the
Plan, without the approval of the Company's stockholders, this Section 3 shall
not be amended to materially increase the number of shares reserved for
issuance under the Plan.

The following restrictions shall apply to all grants and awards under the
Plan other than grants and awards which, by their terms, are not intended to
comply with the "Performance-Based Exception" (defined below in this Section 3):

(a) the maximum aggregate number of shares of Common Stock that may be
granted or awarded under the Plan to any participant under the Plan during
any three year period shall be 700,000; and

A-1

(b) the maximum aggregate cash payout with respect to grants or awards
under the Plan in any fiscal year of the Company to any Named Executive
Officer (defined below in this Section 3) shall be $1,000,000.

For purposes of the Plan, "Named Executive Officer" shall mean a participant
who is one of the group of "covered employees" as defined in the regulations
promulgated under section 162(m) of the Internal Revenue Code of 1986, as
amended (the "Code"), or any successor statute, and "Performance-Based
Exception" shall mean the performance-based exception from the deductibility
limitations as set forth in Section 162(m) of the Code.

Except to the extent otherwise determined by the Committee, any shares of
Common Stock subject to grants or awards under the Plan or the Prior Plans that
terminate by expiration, cancellation or otherwise without the issuance of such
shares (including shares underlying a stock appreciation right exercised for
stock, to the extent that such underlying shares are not issued), that are
settled in cash (to the extent so settled), or, in the case of restricted stock
awards, that terminate without vesting, shall become available for future
grants and awards under the Plan. Shares of Common Stock to be issued pursuant
to grants or awards under the Plan may be authorized and unissued shares of
Common Stock, treasury Common Stock, or any combination thereof.

4. Administration of the Plan.

The Plan shall be administered by the Compensation Committee (the
"Committee") of the Board of Directors of the Company (the "Board"), which
shall consist of two or more persons who constitute "non-employee directors"
within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and "outside directors" within the
meaning of Treas. Reg. (S) 1.162-27(e)(3). Subject to the provisions of the
Plan, the Committee shall have authority: (a) to determine which employees of
the Company and its subsidiaries shall be eligible for participation in the
Plan; (b) to select employees to receive grants under the Plan; (c) to
determine the form of grant, whether as a stock option, stock appreciation
right, restricted stock award, performance award or a combination thereof, the
number of shares of Common Stock or units subject to the grant, the time and
conditions of exercise or vesting, the fair market value of the Common Stock
for purposes of the Plan, and all other terms and conditions of any grant and
to amend such awards or accelerate the time of exercise or vesting thereof,
subject in each case to the terms and conditions of the Plan; and (d) to
prescribe the form of agreement, certificate or other instrument evidencing the
grant; provided, however, that without approval of the Company's shareholders,
in no event shall the Committee reprice any stock options awarded under the
Plan by lowering the option price of a previously granted stock option or by
cancellation of outstanding stock options with subsequent replacement or
regrant of stock options with lower option prices. Notwithstanding the
foregoing, the Committee or the Board, subject to the terms and conditions of
the Plan may, by resolution adopted by it, authorize the Chairman of the Board
or President of the Company to make grants or awards of stock options, stock
appreciation rights, restricted stock or performance awards, not to exceed such
number of shares as the Committee or Board shall specify in such resolution,
and to have the authority of the Committee with respect to such grants or
awards, to such employees of the Company and its subsidiaries who are not
subject to section 16(a) of the Exchange Act; provided, however, that no such
officer shall be authorized to designate himself for any such grant or award.
The Committee shall also have authority to interpret the Plan and to establish,
amend and rescind rules and regulations for the administration of the Plan, and
all such interpretations, rules and regulations shall be conclusive and binding
on all persons.

5. Effective Date of Plan.

The Plan shall be effective upon approval by the stockholders of the Company.

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6. Stock Options.

(a) Grants. Subject to the terms of the Plan, options to purchase shares of
Common Stock, including "incentive stock options" within the meaning of Section
422 of the Code, may be granted from time to time to such officers and other
key employees of the Company and its subsidiaries as may be selected by the
Committee. Each grant of an option under the Plan may designate whether the
option is intended to be an incentive stock option or a "nonqualified" stock
option. Any option not so designated shall be deemed to be a "nonqualified"
stock option.

(b) Terms of Options. An option shall be exercisable in whole or in such
installments and at such times as may be determined by the Committee in its
sole discretion, provided that no option shall be exercisable more than ten
years after the date of grant. The per share option price shall not be less
than the greater of par value or 100% of the fair market value of a share of
Common Stock on the date the option is granted or, if granted pursuant to an
offer of employment, the date of such offer or such later date as is specified
in such offer. Upon exercise, the option price may be paid in cash, in shares
of Common Stock having a fair market value equal to the option price which have
been owned by the Participant for at least 6 months prior thereto, or in a
combination thereof. The Committee may also allow the cashless exercise of
options by holders thereof, as permitted under regulations promulgated by the
Board of Governors of the Federal Reserve System, subject to any applicable
restrictions necessary to comply with rules adopted by the Securities and
Exchange Commission, and the exercise of options by holders thereof by any
other means that the Committee determines to be consistent with the Plan's
purpose and applicable law, including loans, with or without interest, made by
the Company to the holder thereof.

(c) Restrictions Relating to Incentive Stock Options. To the extent required
by the Code, the aggregate fair market value (determined as of the time the
option is granted) of the Common Stock with respect to which incentive stock
options are exercisable for the first time by an employee during any calendar
year (under the Plan or any other plan of the Company or any of its
subsidiaries) shall not exceed $100,000.

(d) Termination of Employment. If an optionee ceases to be employed by the
Company or any of its affiliates by reason of (i) death, (ii) physical or
mental incapacity, (iii) retirement on a date that would result in such
optionee being deemed immediately eligible for a normal pension (at least 65
years old and at least 5 years of vesting service) at such date as if such
optionee were a participant under the provisions of any pension plan of the
Company or any affiliate of the Company in effect at the time of such
retirement, any option held by such optionee may be exercised, with respect to
all or any part of the Common Stock as to which such option was not theretofore
exercised (whether or not such option was otherwise then exercisable). If an
optionee ceases to be employed by the Company and any of its affiliates for any
reason other than a reason set forth in the immediately preceding sentence, any
option granted to such optionee, at least six months prior to the date of
termination, may be exercised for a period ending on the 30/th calendar day
following the date of such cessation of employment or the date of expiration of
such option, whichever first occurs, but only with respect to that number of
shares of Common Stock for which such option was exercisable immediately prior
to the date of cessation of employment, except as otherwise determined by the
Committee at the time of grant or any time thereafter. /

(e) Additional Terms and Conditions. The agreement or instrument evidencing
the grant of a stock option may contain such other terms, provisions and
conditions not inconsistent with the Plan as may be determined by the Committee
in its sole discretion.

7. Stock Appreciation Rights.

(a) Grants. Subject to the terms of the Plan, rights entitling the grantee
to receive cash or shares of Common Stock having a fair market value equal to
the appreciation in market value of a stated

A-3

number of shares of such Common Stock from the date of the grant to the date of
exercise, or, in the case of rights granted in tandem with or by reference to a
stock option granted prior to the grant of such rights, from the date of grant
of such related stock option to the date of exercise, may be granted from time
to time to such officers and other key employees of the Company and its
affiliates as may be selected by the Committee.

(b) Terms of Grant. Such rights may be granted in tandem with or by
reference to a related stock option, in which event the grantee may elect to
exercise either the stock option or the right, but not both, as to the shares
subject to the stock option and the right, or the right may be granted
independently of a stock option. Rights granted in tandem with or by reference
to a related stock option shall, except as provided at the time of grant, be
exercisable to the extent, and only to the extent, that the related option is
exercisable. Rights granted independently of a stock option shall be
exercisable in whole or in such installments and at such times as may be
determined by the Committee, provided that no right shall be exercisable more
than ten years after the date of grant. Further, in the event that any employee
to whom rights are granted independently of a stock option ceases to be an
employee of the Company and its affiliates, such rights shall be exercisable
only to the extent and upon the conditions that stock options are exercisable
in accordance with the provisions of paragraph (d) of Section 6 of the Plan.
The Committee may at the time of the grant or at any time thereafter impose
such additional terms and conditions on the exercise of stock appreciation
rights as it deems necessary or desirable for any reason, including for
compliance with Section 16(a) or Section 16(b) of the Exchange Act and the
rules and regulations thereunder.

(c) Payment on Exercise. Upon exercise of a stock appreciation right, the
holder shall be paid the excess of the then fair market value of the number of
shares of Common Stock to which the right relates over the fair market value of
such number of shares at the date of grant of the right or of the related stock
option, as the case may be. Such excess shall be paid in cash or in shares of
Common Stock having a fair market value equal to such excess, or in such
combination thereof, as may be provided in the grant of such right (which may
permit the holder to elect between cash and Common Stock or to elect a
combination thereof), or, if no such provision is made in the grant, as the
Committee shall determine upon exercise of the right, provided, in any event,
that the holder shall be paid cash in lieu of any fractional share of Common
Stock to which such holder would otherwise be entitled.

(d) Additional Terms and Conditions. The agreement or instrument evidencing
the grant of stock appreciation rights may contain such other terms, provisions
and conditions not inconsistent with the Plan as may be determined by the
Committee in its sole discretion.

8. Restricted Stock Awards.

Subject to the terms of the Plan, restricted stock awards consisting of
shares of Common Stock may be made from time to time to such officers and other
key employees of the Company and its affiliates as may be selected by the
Committee, provided that any such employee (except an employee whose terms of
employment include the granting of a restricted stock award) shall have been
employed by the Company or any of its affiliates for at least six months. Such
awards shall be contingent on the employee's continuing employment with the
Company or its affiliates for a period to be specified in the award (which
shall not be more than ten years from the date of award) and shall be subject
to such additional terms and conditions as the Committee in its sole discretion
deems appropriate, including, but not by way of limitation, requirements
relating to satisfaction of performance measures and restrictions on the sale
or other disposition of such shares during the restriction period. Except as
otherwise determined by the Committee at the time of the award, the holder of a
restricted stock award shall have the right to vote the restricted shares and
to receive dividends thereon, unless and until such shares are forfeited.
Notwithstanding the foregoing provisions of this Section 8, any restricted
stock award which is not subject to satisfaction of performance measures shall
be subject to the employee's continuing employment with the Company or

A-4

its affiliates for a period of not less than three years from the date of grant
and any restricted stock award which is subject to satisfaction of performance
measures shall be subject to the employee's continuing employment with the
Company or its affiliates for a period of not less than one year from the date
of grant; provided, however, that this sentence shall not apply to the extent
the restricted stock awards are approved by the Company's stockholders or to
the extent the restricted stock awards made under the Plan which do not conform
to the foregoing provisions of this sentence (when aggregated with any
performance awards which do not conform to the provisions of the last sentence
of paragraph 9(a)) do not exceed 10 percent of the shares of Common Stock
reserved for issuance under the Plan.

9. Performance Awards.

(a) Awards. Performance awards consisting of (i) shares of Common Stock,
(ii) monetary units or (iii) units which are expressed in terms of shares of
Common Stock may be made from time to time to such officers and other key
employees of the Company and its affiliates as may be selected by the
Committee. Subject to the provisions of Section 12 below, such awards shall be
contingent on the achievement over a period of not more than ten years of such
corporate, division, subsidiary, group or other measures and goals as shall be
established by the Committee. Subject to the provisions of Sections 10 and 12
below, such measures and goals may be revised by the Committee at any time
and/or from time to time during the performance period. Except as may otherwise
be determined by the Committee at the time of the award or at any time
thereafter, a performance award shall terminate if the grantee of the award
does not remain continuously in the employ of the Company or its affiliates at
all times during the applicable performance period. Notwithstanding the
foregoing provisions of this paragraph 9(a) any performance award that consists
of Common Stock shall be subject to the employee's continuing employment with
the Company or its affiliates for a period of not less than one year from the
date of grant; provided, however, that this sentence shall not apply to the
extent the performance awards are approved by the Company's stockholders or to
the extent the performance awards consisting of Common Stock made under the
Plan which do not conform to the provisions of this sentence (when aggregated
with any restricted stock awards which do not conform to the provisions of the
last sentence of Section 8) do not exceed 10 percent of the shares of Common
Stock reserved for issuance under the Plan.

(b) Rights with Respect to Shares and Share Units. If a performance award
consists of shares of Common Stock or units which are expressed in terms of
shares of such Common Stock, amounts equal to dividends otherwise payable on a
like number of shares may, if the award so provides, be converted into
additional such shares (to the extent that shares are then available for
issuance under the Plan) or credited as additional units and paid to the
participant if and when, and to the extent that, payment is made pursuant to
such award.

(c) Payment. Payment of a performance award following the end of the
performance period, if such award consists of monetary units or units expressed
in terms of shares of Common Stock, may be made in cash, shares of Common
Stock, or a combination thereof, as determined by the Committee. Any payment
made in Common Stock shall be based on the fair market value of such stock on
the payment date.

10. Performance Measures Applicable to Awards to Named Executive Officers.

Unless and until the Committee proposes for stockholder vote a change in the
general performance measures set forth in this Section 10, the attainment of
which may determine the degree of payout or vesting with respect to awards
under the Plan which are designed to qualify for the Performance-Based
Exception, the performance measure(s) to be used for purposes of such awards
shall be chosen from among the following alternatives: safety (including, but
not limited to, total injury frequency, lost workday rates or cases, medical
treatment cases and fatalities); quality control

A-5

(including, but not limited to, critical product characteristics and defects);
cost control (including, but not limited to, cost as a percentage of sales);
capital structure (including, but not limited to, debt and equity levels,
debt-to-equity ratios, and debt-to-total-capitalization ratios); inventory
turnover; revenue growth; revenue growth compared to market; market share;
customer performance or satisfaction; revenue measures (including, but not
limited to gross revenues and revenue growth); net income; conformity to cash
flow plans; return measures (including, but not limited to, return on
investment assets or capital); operating profit to operating assets; share
price measures (including, but not limited to, fair market value of shares,
growth measures, and total shareholder return); working capital measures;
operating earnings (before or after taxes); economic value added; cash value
added; and cash flow return on investment.

The Committee shall have the discretion to establish performance goals based
upon the foregoing performance measures and to adjust such goals and the
methodology used to measure the determination of the degree of attainment of
such goals; provided, however, that awards under the Plan that are intended to
qualify for the Performance-Based Exception and that are issued to or held by
Named Executive Officers may not be adjusted in a manner that increases such
award. The Committee shall retain the discretion to adjust such awards in a
manner that does not increase such awards. Furthermore, the Committee shall not
make any adjustment to awards under the Plan issued to or held by Named
Executive Officers that are intended to comply with the Performance-Based
Exception if the result of such adjustment would be the disqualification of
such award under the Performance-Based Exception.

In the event that applicable laws change to permit the Committee greater
discretion to amend or replace the foregoing performance measures applicable to
awards to Named Executive Officers without obtaining stockholder approval of
such changes, the Committee shall have sole discretion to make such changes
without obtaining such approval. In addition, in the event that the Committee
determines that it is advisable to grant awards under the Plan to Named
Executive Officers that may not qualify for the Performance-Based Exception,
the Committee may make such grants upon any performance measures it deems
appropriate with the understanding that they may not satisfy the requirements
of Section 162(m) of the Code.

11. Adjustments for Changes in Capitalization, Etc.

Subject to the provisions of Section 12 herein, in the event of any change
in corporate capitalization, such as a stock split, reverse stock split, stock
dividend, or a corporate transaction, such as a merger, consolidation, or
separation, including a spin-off, or other distribution of stock or property of
the Company or its affiliates (other than normal cash dividends), any
reorganization (whether or not such reorganization comes within the definition
of such term in Code Section 368) or any partial or complete liquidation of the
Company or its affiliates, such adjustment shall be made in the number and
class of shares which may be delivered under Section 3 (including the number of
shares referred to in the last sentence of the first paragraph of Section 3 and
in subparagraph (a) of the second paragraph of Section 3), and in the number
and class of and/or price of shares subject to outstanding grants or awards
under the Plan, as may be determined to be appropriate and equitable by the
Committee, in its sole discretion, to prevent dilution or enlargement of
rights; provided, however, that the number of shares subject to any grants or
awards under the Plan shall always be a whole number.

12. Effect of Change in Control.

(a) Acceleration of Benefits. Subject to the following sentence and the
terms of any agreement evidencing the terms of any award under the Plan, in the
event of a "Change in Control" as defined in paragraph (b) of this Section 12,
(i) at the election of the holder filed in such form and in such manner and
time as the Committee shall provide, the value of all outstanding stock
options, stock appreciation rights and restricted stock awards (whether or not
then fully exercisable or vested) shall be cashed out

A-6

on the basis of the "Change in Control Price" (as defined in paragraph (c) of
this Section 12) as of the date the Change in Control occurs, provided,
however, that the Committee may provide for the immediate vesting instead of
the cashing out of restricted stock awards in such circumstances as it deems
appropriate; and (ii) all outstanding performance awards shall be cashed out in
such manner and in such amount or amounts as determined by the Committee in its
sole discretion.

(b) Change in Control. For purposes of this Section 12, a Change in Control
means the happening of any of the following:

(i) any "person" (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act), other than (w) the Company, (x) a trustee or other fiduciary
holding securities under an employee benefit plan of the Company, (y) an
underwriter temporarily holding securities pursuant to an offering of such
securities, or (z) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of voting securities of the Company, is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company (not including in the securities
beneficially owned by such person any securities acquired directly from the
Company or its affiliates) representing 20% or more of the combined voting
power of the Company's then outstanding securities;

(ii) during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board and any new director (other
than a director designated by a person who has entered into an agreement
with the Company to effect a transaction described in clauses (i), (iii) or
(iv) of this paragraph (b)) whose election by the Board or nomination for
election by the Company's stockholders was approved by a vote of at least
two-thirds ( 2/3) of the directors then still in office who either were
directors at the beginning of the period or whose election or nomination for
election was previously so approved cease for any reason to constitute a
majority thereof;

(iii) there occurs a merger or consolidation of the Company with any
other corporation, other than a merger or consolidation which would result
in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity), in combination
with the ownership of any trustee or other fiduciary holding securities
under an employee benefit plan of the Company, at least 60% of the combined
voting power of the voting securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation, or a
merger or consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no person acquires more than 50%
of the combined voting power of the Company's then outstanding securities; or

(iv) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by
the Company of all or substantially all of the Company's assets.

A Change in Control shall also be deemed to occur with respect to any
Participant for purposes of the Plan if there occurs:

(1) a sale or disposition, directly or indirectly, other than to a person
described in subclause (w), (x) or (z) of clause (i) next above, of
securities of the Participant's employer, any direct or indirect parent
company of the Participant's employer or any company that is a subsidiary of
the Participant's employer and is also a significant subsidiary (as defined
below) of the Company (the Participant's employer and such a parent or
subsidiary being a "Related Company"), representing 50% or more of the
combined voting power of the securities of such Related Company then
outstanding;

A-7

(2) a merger or consolidation of a Related Company with any other
corporation, other than a merger or consolidation which would result in 50%
or more of the combined voting power of the surviving company being
beneficially owned by a majority owned direct or indirect subsidiary of the
Company; or

(3) the sale or disposition of all or substantially all the assets of a
Related Company to a person other than a majority owned direct or indirect
subsidiary of the Company.

For purposes of the Plan, the term "significant subsidiary" has the meaning
given to such term under Rule 405 of the Securities Act of 1933, as amended.
Notwithstanding the foregoing, no Change in Control shall be deemed to have
occurred with respect to a Participant for purposes of the Plan if (I) such
transaction includes or involves a sale to the public or a distribution to the
stockholders of the Company of more than 50% of the voting securities of the
Participant's employer or a direct or indirect parent of the Participant's
employer, and (II) the Participant's employer or a direct or indirect parent of
the Participant's employer agrees to become a successor to the Company under an
individual agreement between the Company and the Participant or the Participant
is covered by an agreement providing for benefits upon a change in control of
his or her employer following an event described clauses (1), (2) or (3) next
above.

(i) with respect to a Change in Control by reason of a merger or
consolidation of the Company described in paragraph (b)(iii) of this Section
12 in which the consideration per share of Common Stock to be paid for the
acquisition of shares of Common Stock specified in the agreement of merger
or consolidation is all in cash, the highest such consideration per share;

(ii) with respect to a Change in Control by reason of an acquisition of
securities described in paragraph (b)(i) of this Section 12, the highest
price per share for any share of the Common Stock paid by any holder of any
of the securities representing 20% or more of the combined voting power of
the Company giving rise to the Change in Control; and

(iii) with respect to a Change in Control by reason of a merger or
consolidation of the Company (other than a merger or consolidation described
in paragraph (b)(iii) of this Section) or a change in the composition of the
Board of Directors described in paragraph (b)(ii) of this Section 12, or
stockholder approval of an agreement or plan described in paragraph (b)(iv)
of this Section 12, the highest price per share of Common Stock reported on
the New York Stock Exchange Composite Transactions (or, if such shares are
not traded on the New York Stock Exchange, such other principal market on
which such shares are traded) during the sixty-day period ending on the date
the Change in Control occurs, except that, in the case of incentive stock
options and stock appreciation rights relating to incentive stock options,
the holder may not receive an amount in excess of the maximum amount that
will enable such option to continue to qualify as an incentive stock option.

13. Amendment and Termination of Plan.

The Plan may be amended or terminated by the Board at any time and in any
respect, provided that, without the approval of the Company's stockholders, no
such amendment shall be made for which stockholder approval is necessary to
comply with any applicable tax or regulatory requirement, including for these
purposes any approval requirement which is a prerequisite for exemptive relief
under Section 16(b) of the Exchange Act, and provided that no such amendment or
termination shall impair the rights of any participant, without his or her
consent, in any award previously granted under the Plan, unless required by
law. In the event of termination of the Plan, no further grants may be made
under the Plan but termination shall not affect the rights of any participant
under, or the authority of the Committee with respect to, any grants or awards
made prior to termination. Notwithstanding any other provision of the Plan,
without the approval of the Company's stockholders,

A-8

the Board shall not adopt any amendment to the Plan which makes changes to the
Plan that are so material that the focus of the Plan is changed, including
amending the Plan to provide for a form of grant not presently available under
the Plan, as determined in the reasonable judgment of the Board.

14. Prior Plans.

Upon the effectiveness of this Plan, no further grants shall be made under
the Prior Plans. The discontinuance of the Prior Plans shall not affect the
rights of any participant under, or the authority of the Committee (therein
referred to) with respect to, any grants or awards made thereunder prior to
such discontinuance.

15. Miscellaneous.

(a) No Right to a Grant. Neither the adoption of the Plan nor any action of
the Board or of the Committee shall be deemed to give any employee any right to
be selected as a participant or to be granted a stock option, stock
appreciation right, restricted stock award or performance award.

(b) Rights as Stockholders. No person shall have any rights as a stockholder
of the Company with respect to any shares covered by a stock option, stock
appreciation right, or performance award until the date of the issuance of a
stock certificate to such person pursuant to such stock option, right or award.

(c) Employment. Nothing contained in this Plan shall be deemed to confer
upon any employee any right of continued employment with the Company or any of
its affiliates or to limit or diminish in any way the right of the Company or
any such affiliate to terminate his or her employment at any time with or
without cause.

(d) Taxes. The Company shall be entitled to deduct from any payment under
the Plan the amount of any tax required by law to be withheld with respect to
such payment or may require any participant to pay such amount to the Company
prior to and as a condition of making such payment. In addition, the Committee
may, in its discretion and subject to such rules as it may adopt from time to
time, permit a participant to elect to have the Company withhold from any
payment under the Plan (or to have the Company accept from the participant),
for tax withholding purposes, shares of Common Stock, valued at their fair
market value, but in no event shall the fair market value of the number of
shares so withheld (or accepted) exceed the amount necessary to meet the
required Federal, state and local withholding tax rates then in effect that are
applicable to the participant and to the particular transaction.

(e) Nontransferability. Except as permitted by the Committee, no stock
option, stock appreciation right, restricted stock award or performance award
shall be transferable except by will or the laws of descent and distribution,
and, during the holder's lifetime, stock options and stock appreciation rights
shall be exercisable only by, and shares subject to restricted stock awards and
payments pursuant to performance awards shall be delivered or made only to,
such holder or such holder's duly appointed legal representative.

A-9

NOTICE OF
ANNUAL MEETING
OF STOCKHOLDERS
AND PROXY STATEMENT

--------------------------------
RYERSON TULL, INC.
2002

Ryerson Tull, Inc. 000000 0000000000 0 0000

000000000.000 ext
000000000.000 ext
[_] Mark this box with an X if you have made 000000000.000 ext
changes to your name or address details below. 000000000.000 ext
000000000.000 ext
000000000.000 ext
000000000.000 ext
[Bar Code Here]

MR A SAMPLE
DESIGNATION (IF ANY)
ADD 1
ADD 2 Holder Account Number
ADD 3
ADD 4 C 1234567890 J N T
ADD 5
ADD 6 [Bar Code Here]

Use a black pen. Print in CAPITAL letters inside the grey areas as shown in this
example. [A][B][C] [1][2][3] [X]

- --------------------------------------------------------------------------------
Annual Meeting Proxy Card
- --------------------------------------------------------------------------------

PLEASE REFER TO THE REVERSE SIDE FOR INTERNET AND TELEPHONE VOTING INSTRUCTIONS.

[A] Election of Directors

The Board of Directors Recommends a Vote FOR the listed nominees.

For Withhold For Withhold For Withhold

01 - Jameson A. Baxter [_] [_] 04 - James A. Henderson [_] [_] 07 - Jerry K. Pearlman [_] [_]
02 - Richard G. Oline [_] [_] 05 - Gregory P. Jooalowicz [_] [_] 08 - Ronald L. Thompson [_] [_]
03 - Gary L. Crittenden [_] [_] 06 - Neil S. Novich [_] [_]

[B] Issues

The Board of Directors recommends a vote FOR the following resolutions. Please
read the resolutions in full on the accompanying circular.

For Against Abstain
2. Ryerson Tull, Inc. 2002 Incentive Stock Plan. [_] [_] [_]

CHECK HERE TO STOP MULTIPLE MAILINGS

Please stop mailing of shareholder publications for this account, since multiple
copies come to our household at this address.

3. In the discretion of the proxies to vote upon any and all other matters which
may properly come before such annual meeting or any adjournment thereof.

[C] Authorized Signatures - Sign Here - This section must be completed for your
instructions to be executed.

Please sign as name appears hereon. Joint owners should each sign. When signing
as attorney, executor, administrator, trustee or guardian, please give full
title as such. Date and return promptly.

Signature 1 Signature 2 Date (dd/mm/yyyy)
- -------------------- ---------------------- --------------------------

[_][_]/[_][_]/[_][_][_][_]

- -------------------- ---------------------- --------------------------

A 4 3 7 1 1 U P X 007I3B

Proxy Proxy

- --------------------------------------------------------------------------------
Ryerson Tull, Inc.
- --------------------------------------------------------------------------------

Proxy Solicited on Behalf of The Board of Directors

The undersigned hereby appoints Neil S. Novich, Jay M. Gratz, Terence R. Rogers
and Joyce E. Mims, and each of them, as attorneys and proxies (with full power
of substitution in each) to vote all common stock of the Company that the
undersigned is entitled to vote (including any common stock credited to the
account of the undersigned under the Company's Shareholder Investment Service)
and all Series A $2.40 Cumulative Convertible Preferred Stock that the
undersigned is entitled to vote at the Annual Meeting of Stockholders of the
Company to be held May 8, 2002 and at any adjournment thereof. Unless otherwise
specified, this proxy will be voted FOR the election of directors, and in the
discretion of the proxies on any and all other matters that may properly come
before such Annual Meeting or any adjournment thereof.

(Please complete on other side)

To Our Shareholders:

IMPORTANT NOTICE REGARDING DELIVERY
-----------------------------------
OF SECURITY HOLDER DOCUMENTS
----------------------------

The Securities and Exchange Commission has adopted new rules which allow us to
deliver a single annual report, proxy statement, proxy statement combined with a
prospectus, or any information statement to any household at which two or more
security holders reside, whom we believe to be members of the same family.

If you wish to receive only one copy of the Ryerson Tull, Inc. Annual Report,
the Ryerson Tull, Inc. Proxy Statement, a proxy statement combined with a
prospectus, or any information statement, please check the box on the reverse
side of the proxy card. We will continue to separately mail a proxy card for
each registered shareholder account. This consent will be perpetual unless you
revoke it, which you may do at any time by calling us at 877-360-5346
(toll-free), or writing us at Computershare Investor Services, Attention: Proxy
Unit, P.O. Box 1878, Chicago, IL 60690-1878. If you revoke your consent, we will
begin sending you individual copies of these documents within 30 days after we
receive your revocation notice.

IF APPLICABLE, WE ENCOURAGE YOU TO PARTICIPATE IN THIS PROGRAM. IT WILL HELP
RYERSON TULL, INC. REDUCE PRINTING AND POSTAGE COSTS, AS WELL AS OPERATING
EXPENSES.

Thank you.

Ryerson Tull, Inc. 000000 0000000000 0 0000

MR A SAMPLE
DESIGNATION (IF ANY)
ADD 1
ADD 2 Holder Account Number
ADD 3
ADD 4 C 1234567890 J N T
ADD 5
ADD 6 [Bar Code Here]

Use a black pen. Print in CAPITAL letters inside the grey areas as shown in this
example. [A][B][C] [1][2][3] [X]

- --------------------------------------------------------------------------------
Annual Meeting Proxy Card
- --------------------------------------------------------------------------------

PLEASE REFER TO THE REVERSE SIDE FOR INTERNET AND TELEPHONE VOTING INSTRUCTIONS.

[A] Election of Directors

The Board of Directors Recommends a Vote FOR the listed nominees.

For Withhold For Withhold For Withhold

[B] Issues

The Board of Directors recommends a vote FOR the following resolutions. Please
read the resolutions in full on the accompanying circular.

For Against Abstain
2. Ryerson Tull, Inc. 2002 Incentive Stock Plan. [_] [_] [_]

CHECK HERE TO STOP MULTIPLE MAILINGS

Please stop mailing of shareholder publications for this account, since multiple
copies come to our household at this address.

3. In the discretion of the proxies to vote upon any and all other matters which
may properly come before such annual meeting or any adjournment thereof.

[C] Authorized Signatures - Sign Here - This section must be completed for your
instructions to be executed.

Please sign as name appears hereon. Joint owners should each sign. When signing
as attorney, executor, administrator, trustee or guardian, please give full
title as such. Date and return promptly.

Signature 1 Signature 2 Date (dd/mm/yyyy)
- -------------------- ---------------------- --------------------------

[_][_]/[_][_]/[_][_][_][_]

- -------------------- ---------------------- --------------------------

A 4 3 7 2 1 U P X 007I5B

Proxy Proxy

- --------------------------------------------------------------------------------
Ryerson Tull, Inc.
- --------------------------------------------------------------------------------
Confidential Voting Directions
Solicited on Behalf of the Board of Directors

As a Participant in the Ryerson Tull Savings Plan, I hereby direct LaSalle
National Bank, as Trustee of the ESOP Trust which forms a part of such plan, to
vote all shares of common stock of Ryerson Tull, Inc. that are credited to my
account in the ESOP Trust as of March 11, 2002 at the Annual Meeting of
Stockholders of the Company to be held May 8, 2002 and at any adjournment
thereof. Unless otherwise specified, all shares allocated to the undersigned's
Plan account will be voted FOR the election of directors, and in the discretion
of the Trustee or its proxies upon any and all other matters that may properly
come before such annual meeting or any adjournment thereof. The Trustee shall
vote all shares allocated to participants' Plan accounts for which properly
completed confidential voting directions are not received prior to 5:00 p.m.,
Chicago time, on May 7, 2002 and all unallocated shares held in the ESOP Trust
in the same proportion as the shares with respect to which properly completed
confidential voting directions have been timely received from participants in
the ESOP Trust.

(Please complete on other side)

To Our Shareholders:

IMPORTANT NOTICE REGARDING DELIVERY
-----------------------------------
OF SECURITY HOLDER DOCUMENTS
----------------------------

The Securities and Exchange Commission has adopted new rules which allow us to
deliver a single annual report, proxy statement, proxy statement combined with
a prospectus, or any information statement to any household at which two or
more security holders reside, whom we believe to be members of the same family.

If you wish to receive only one copy of the Ryerson Tull, Inc. Annual Report,
the Ryerson Tull, Inc. Proxy Statement, a proxy statement combined with a
prospectus, or any information statement, please check the box on the reverse
side of the proxy card. We will continue to separately mail a proxy card for
each registered shareholder account. This consent will be perpetual unless you
revoke it, which you may do at any time by calling us at 877-360-5346
(toll-free), or writing us at Computershare Investor Services, Attention: Proxy
Unit, P.O. Box 1878, Chicago, IL 60690-1878. If you revoke your consent, we
will begin sending you individual copies of these documents within 30 days
after we receive your revocation notice.

IF APPLICABLE, WE ENCOURAGE YOU TO PARTICIPATE IN THIS PROGRAM. IT WILL HELP
RYERSON TULL, INC. REDUCE PRINTING AND POSTAGE COSTS, AS WELL AS OPERATING
EXPENSES.

Thank you.