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

SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

<Table>

[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY
(AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12.
</Table>

WORTHINGTON INDUSTRIES, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies: .......

(2) Aggregate number of securities to which transaction applies: ..........

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............

(4) Proposed maximum aggregate value of transaction: ......................

(5) Total fee paid: .......................................................

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid: ...............................................

(2) Form, Schedule or Registration Statement No.: .........................

(3) Filing Party: .........................................................

(4) Date Filed: ...........................................................

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

[WORTHINGTON INDUSTRIES LOGO]

August 29, 2002

Dear Worthington Industries Shareholder:

You are cordially invited to attend the 2002 Annual Meeting of Shareholders
to be held at 2:00 p.m., Eastern Daylight Time, on Thursday, September 26, 2002.
The meeting will be held at the Worthington Industries Athletic Center, 905
Dearborn Drive, Columbus, Ohio, 43085. The Notice of Annual Meeting of
Shareholders and Proxy Statement that follow contain information concerning the
business to be conducted at the meeting, including the election of three
directors.

It is important that your shares are represented and voted at the meeting,
whether or not you plan to attend. I ask that you sign, date and return the
enclosed proxy card promptly. Alternatively, registered shareholders may
transmit voting instructions for their shares electronically through the
Internet or by telephone by following the simple instructions on the proxy card.
If you do attend the meeting, you may revoke your proxy in open meeting and vote
in person if you so desire. For those shareholders who are unable to attend the
meeting, a live audio webcast will be available via Internet link at
www.worthingtonindustries.com.

I look forward to personally greeting those shareholders who attend the
meeting. On behalf of the Board of Directors and our management team, I would
like to express our appreciation for your continued interest in Worthington
Industries.

Sincerely,

/s/ John P. McConnell
John P. McConnell
Chairman and Chief Executive Officer

[WORTHINGTON INDUSTRIES LOGO]

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of
WORTHINGTON INDUSTRIES, INC.:

Notice is hereby given that the 2002 Annual Meeting of Shareholders (the
"Annual Meeting") of Worthington Industries, Inc. (the "Company") will be held
at the Worthington Industries Athletic Center, 905 Dearborn Drive, Columbus,
Ohio, on September 26, 2002 at 2:00 p.m., Eastern Daylight Time. The Annual
Meeting is being held for the following purposes:

1. To elect three directors, each for a term of three years; and

2. To transact such other business as may properly come before the
Annual Meeting or any adjournment.

Only shareholders of record at the close of business on August 1, 2002 are
entitled to notice of and to vote at the Annual Meeting or any adjournment. A
copy of the Company's Annual Report for the fiscal year ended May 31, 2002
accompanies this notice.

PLEASE COMPLETE, SIGN AND PROMPTLY RETURN YOUR PROXY CARD IN THE ENCLOSED
ENVELOPE. ALTERNATIVELY, REFER TO THE INSTRUCTIONS ON THE PROXY CARD TO TRANSMIT
YOUR VOTING INSTRUCTIONS ELECTRONICALLY THROUGH THE INTERNET OR BY TELEPHONE.
YOU MAY STILL VOTE IN PERSON AT THE ANNUAL MEETING BY PROPERLY REVOKING YOUR
PROXY. PLEASE VOTE PROMPTLY. IT WILL HELP ENSURE A QUORUM IS PRESENT AND AVOID
ADDITIONAL PROXY SOLICITATION COSTS.

Very truly yours,

Dale T. Brinkman
Secretary

August 29, 2002

WORTHINGTON INDUSTRIES, INC.
1205 DEARBORN DRIVE
COLUMBUS, OHIO 43085
(614) 438-3210

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

PROXY STATEMENT
------------------------------

This Proxy Statement and the enclosed proxy card are being furnished to you
in connection with the solicitation of proxies on behalf of the Board of
Directors of Worthington Industries, Inc. The proxies are being solicited for
use at the Annual Meeting of Shareholders (the "Annual Meeting") to be held at
2:00 p.m., Eastern Daylight Time, on Thursday, September 26, 2002, at the
Worthington Industries Athletic Center, 905 Dearborn Drive, Columbus, Ohio
43085, or any adjournment. Only shareholders of record at the close of business
on August 1, 2002 (the "Record Date") are entitled to notice of and to vote at
the Annual Meeting. The Company is mailing this Proxy Statement and the
accompanying proxy card to those shareholders on or about August 29, 2002.

As used herein, the term "Company" means Worthington Industries, Inc. or,
where appropriate, Worthington Industries, Inc. and its subsidiaries. The term
"Common Shares" means the Company's Common Shares, without par value.

To ensure that your Common Shares will be voted at the Annual Meeting,
please sign, date and mail your proxy card in the enclosed envelope promptly, or
transmit your voting instructions electronically by accessing the Internet site
or by using the toll-free telephone number stated on the proxy card. The
deadline for transmitting voting instructions electronically via the Internet or
telephonically is 11:59 p.m., Eastern Daylight Time, on September 25, 2002. The
Internet and telephone procedures for transmitting voting instructions are
designed to authenticate shareholders' identities, to allow shareholders to
submit their voting instructions and to confirm that their instructions have
been properly recorded. There are no fees or charges associated with
transmitting voting instructions via the Internet or by telephone other than
fees or charges, if any, that you would typically pay for access to the Internet
and for telephone service.

Those Common Shares represented by properly signed proxies or properly
authenticated votes recorded electronically through the Internet or by
telephone, that are received prior to the Annual Meeting and not revoked, will
be voted as directed by the shareholder. All valid proxies received prior to the
Annual Meeting that do not specify how Common Shares should be voted will be
voted FOR each of the nominees listed below under the caption "ELECTION OF
DIRECTORS." No appraisal rights exist for any action proposed to be taken at the
Annual Meeting.

You may revoke a proxy at any time before it is voted by giving written
notice of revocation to the Secretary of the Company, by executing and returning
to the Company a later-dated proxy card, by voting in person at the Annual
Meeting (but only if you are the registered shareholder), by submitting a
later-dated electronic vote through the Internet if you previously voted through
the Internet, or by voting by telephone at a later date if you previously voted
by telephone. Attending the Annual Meeting does not, in itself, revoke a
previously appointed proxy.

Shareholders holding Common Shares in "street name" with a broker, bank or
other holder of record should review the information provided to them by such
holder of record. This

information will set forth the procedures to be followed in instructing the
holder of record how to vote the Common Shares held in "street name" and how to
revoke any previously given instructions.

The solicitation of proxies may be made by mail, personal interview,
telephone, facsimile or telegraph by directors, officers and regular employees
of the Company, none of whom will receive additional compensation for such
solicitation activities. In addition, the Company has retained Georgeson
Shareholder to aid in the solicitation of proxies for a fee of approximately
$1,900 plus out-of-pocket expenses. Other than the Internet access and telephone
service fees described above, all proxy solicitation costs will be borne by the
Company.

VOTING SECURITIES AND PRINCIPAL HOLDERS

VOTING RIGHTS

At the Record Date, the total number of outstanding Common Shares entitled
to vote at the Annual Meeting is 85,596,365. Only shareholders of record at the
close of business on the Record Date are entitled to notice of and to vote at
the Annual Meeting or any adjournment. Each shareholder is entitled to one vote
for each Common Share held. There are no cumulative voting rights in the
election of directors.

The results of shareholder voting will be tabulated by the inspector of
elections appointed for the Annual Meeting. Common Shares represented by
properly executed proxies returned to the Company prior to the Annual Meeting or
represented by properly authenticated electronic voting instructions recorded
through the Internet or by telephone will be counted toward the quorum in all
matters even though they are marked "Withhold All" or are not marked at all.
Broker/dealers who hold Common Shares in street name may, under the applicable
rules of the exchange and other self-regulatory organizations of which the
broker/dealers are members, sign and submit proxies for such Common Shares and
may vote such Common Shares on some matters, but broker/dealers may not vote
such Common Shares on other matters without specific instructions from the
customer who owns such Common Shares. Proxies that are signed and submitted by
broker/dealers that have not been voted on certain matters as described in the
previous sentence are referred to as broker non-votes. These proxies count
toward the establishment of a quorum.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

To the Company's knowledge, during the fiscal year ended May 31, 2002
("Fiscal 2002") all filing requirements applicable to officers, directors and
beneficial owners of more than 10% of the outstanding Common Shares under
Section 16(a) of the Securities Exchange Act of 1934, as amended, were complied
with except that John H. McConnell filed an amended Form 5 on July 30, 2002 to
include an acquisition of Common Shares made by his spouse in October 1995,
which Common Shares are held in an investment account in street name and were
inadvertently not reported.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The Common Shares are the Company's only outstanding class of voting
securities. The following table furnishes, as of August 1, 2002, certain
information regarding the beneficial ownership of the Company's Common Shares by
(i) each person known to management to beneficially own more than 5% of the
Common Shares, (ii) each director, director nominee and

executive officer named in the Summary Compensation Table, and (iii) all current
directors and executive officers as a group.

<Table>
<Caption>
AMOUNT AND NATURE OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) PERCENT OF CLASS (2)
- ------------------------ ------------------------ --------------------

John H. McConnell......................... 16,120,431(3) 18.82%
1205 Dearborn Drive
Columbus, Ohio 43085
Barclays Global Investors, NA............. 4,884,989(4) 5.72%
Barclays Global Fund Advisors
Barclays Global Investors, LTD
Barclays Trust and Banking Company (Japan)
Ltd.
Barclays Capital Securities, Ltd.
45 Fremont Street
San Francisco, CA 94105
John T. Baldwin........................... 122,470(5) *
John B. Blystone.......................... 11,000(6) *
John S. Christie.......................... 269,468(7) *
William S. Dietrich, II................... 40,000(8) *
Michael J. Endres......................... 68,100(9) *
Edward A. Ferkany......................... 130,254(10) *
Peter Karmanos, Jr. ...................... 56,000(6) *
John R. Kasich............................ 6,000(6) *
John P. McConnell......................... 1,495,030(11) 1.74%
Sidney A. Ribeau.......................... 7,200(6) *
Ralph V. Roberts.......................... 129,288(12) *
Mary Fackler Schiavo...................... 10,011(6) *
All Directors and Executive Officers as a
Group (16 people)....................... 18,729,565(13) 21.62%
</Table>

* less than 1%
- ---------------

(1) Unless otherwise stated, each shareholder named in this table has sole
voting and investment power over the listed Common Shares, or shares such
power with his or her spouse.

(2) The Percent of Class is based on the sum of 85,596,365 Common Shares
outstanding on August 1, 2002 and the number of Common Shares, if any, as
to which the named beneficial owner has the right to acquire beneficial
ownership upon exercise of currently exercisable options or options
exercisable within 60 days of August 1, 2002 (collectively, "Currently
Exercisable Options").

(3) Includes 13,402,982 Common Shares held of record by JDEL, Inc. ("JDEL"), a
Delaware corporation. The directors of JDEL have given Mr. McConnell sole
voting and investment power with respect to these Common Shares. JDEL,
Inc., is a wholly-owned subsidiary of JMAC, Inc. ("JMAC"), a private
investment firm substantially owned, directly or indirectly, by John H.
McConnell, John P. McConnell and a family partnership of John H. McConnell,
John P. McConnell and their families (collectively the "McConnell Family").
See, "RELATED PARTY TRANSACTIONS." Also included are 50,000 Common Shares
subject to Currently Exercisable Options and 511,750 Common Shares held by
John H. McConnell's wife, as to which 511,750 Common Shares beneficial
ownership is disclaimed. The table does not include 2,428,312 Common Shares
(2.8% of Common Shares outstanding) held by an independent trustee, in
trust for the benefit of Mr. McConnell's wife, his adult daughter and his
son, John P. McConnell, over which Common Shares the trustee has investment
and

voting power, subject to the approval of Mrs. McConnell. Beneficial
ownership of these 2,428,312 Common Shares is disclaimed. John H. McConnell
currently serves as a Director and as Chairman Emeritus and Founder of the
Company. Mr. McConnell will be retiring from the Board of Directors as of
the Annual Meeting.

(4) Based on information contained in the Schedule 13G filed on February 14,
2002 with the Securities and Exchange Commission ("SEC"). The banks have
sole voting power as to 4,733,081 Common Shares and sole investment power
as to 4,884,989 Common Shares. The reported Common Shares are held by the
banks in trust accounts for the economic benefit of the beneficiaries of
those accounts.

(5) Included are 1,600 Common Shares held by John T. Baldwin as custodian for
his minor children and 93,800 Common Shares subject to Currently
Exercisable Options.

(6) Includes 6,000 Common Shares subject to Currently Exercisable Options.

(7) Includes 120,000 Common Shares subject to Currently Exercisable Options.
Also included are 140,000 Common Shares held in The McConnell Educational
Foundation for the benefit of third parties, of which John P. McConnell and
John S. Christie are two of the co-trustees and share voting and investment
power. Beneficial ownership of these 140,000 Common Shares is disclaimed.

(8) Includes 30,000 Common Shares subject to Currently Exercisable Options.

(9) Includes 6,000 Common Shares subject to Currently Exercisable Options.
Includes 10,000 Common Shares held by Mr. Endres' wife. Beneficial
ownership of these Common Shares is disclaimed.

(10) Includes 100,800 Common Shares subject to Currently Exercisable Options.
Includes 22,189 Common Shares held by Mr. Ferkany's wife. Beneficial
ownership of these Common Shares is disclaimed.

(11) Included are 47,735 Common Shares held by John P. McConnell as custodian
for his minor children and 315,800 Common Shares subject to Currently
Exercisable Options. Also includes 118,000 Common Shares held by The
McConnell Family Trust of which Mr. McConnell is co-trustee and shares
voting and investment power. See, "RELATED PARTY TRANSACTIONS." Also
included are 140,000 Common Shares held in The McConnell Educational
Foundation for the benefit of third parties, of which John P. McConnell and
John S. Christie are two of the trustees and share voting and investment
power. Beneficial ownership of these 140,000 Common Shares is disclaimed.

(12) Includes 96,800 Common Shares subject to Currently Exercisable Options.
Includes 200 Common Shares held by Mr. Roberts' wife. Beneficial ownership
of these Common Shares is disclaimed.

(13) Includes 1,053,000 Common Shares subject to Currently Exercisable Options.

ELECTION OF DIRECTORS

At a meeting held on May 18, 2002, pursuant to Section 2.02(A) of the
Company's Code of Regulations, the Board of Directors, by unanimous vote,
effective as of the date of the Annual Meeting, reduced the number of directors
from 10 to 9, with the seat being taken from the class of directors to be
elected at the Annual Meeting. As a result, only three directors will be elected
at the Annual Meeting and proxies may not be voted for a greater number of
individuals than the number of nominees named.

The Board of Directors has designated John S. Christie, Michael J. Endres
and Peter Karmanos, Jr. as nominees for election as directors of the Company for
terms expiring in 2005. Messrs. Christie, Endres and Karmanos are currently
serving as directors of the Company for terms that expire at the Annual Meeting
and each has served continuously as a director since

1999, 1999 and 1997, respectively. John H. McConnell will be retiring from the
Board of Directors at the Annual Meeting, which is the expiration of his current
term.

Under Ohio law and the Company's Code of Regulations, the three nominees
receiving the greatest number of votes will be elected as directors. Common
Shares as to which the authority to vote is withheld will be counted for quorum
purposes but will not be counted toward the election of directors, or toward the
election of the individual nominees specified on the proxy card. In the event a
nominee who would otherwise receive the required number of votes is unable to
serve, the individuals designated as proxy holders reserve full discretion to
vote the Common Shares represented by the proxies they hold for the election of
the remaining nominees and for the election of any substitute nominee designated
by the Board of Directors. The Board of Directors has no reason to believe that
any of the nominees will be unable to serve if elected.

THE COMMON SHARES REPRESENTED BY THE ENCLOSED PROXY CARD WILL BE VOTED FOR
EACH OF THE NOMINEES UNLESS THE SHAREHOLDER EXECUTING THE PROXY CARD INSTRUCTS
OTHERWISE.

The following table sets forth the name, age and certain biographical
information for each of the Company's continuing directors and each of the
individuals nominated by the Board of Directors for election to the Board of
Directors:

<Table>
<Caption>
NAME AGE POSITION AND OTHER BUSINESS EXPERIENCE
---- --- --------------------------------------

NOMINEES
John S. Christie 52 Director continuously since 1999. Mr. Christie has served
as President and Chief Operating Officer of the Company
since June 1999. Prior to that time, Mr. Christie served
as President of JMAC, Inc., a private investment company,
from 1995 through June 1999. Mr. Christie is also a
director of Neoprobe Corporation.
Michael J. Endres 54 Director continuously since 1999 and member of the
Executive, Audit and Compensation and Stock Option
Committees. Mr. Endres is a Partner of Stonehenge
Financial Holdings, Inc., a private equity investment
firm, which he co-founded in August 1999. For more than
five years prior to that time, he served as Chairman of
BancOne Capital Partners, a financing entity, and as Vice
Chairman of BancOne Capital Corporation, an investment
banking firm. Mr. Endres also serves as a director of
Applied Innovation Inc.
Peter Karmanos, Jr. 59 Director continuously since 1997, Chairman of the
Nominating/Governance Committee and member of the
Compensation and Stock Option Committee. Mr. Karmanos has
held the position of Chairman of the Board, Chief
Executive Officer and Co-Founder of Compuware Corporation,
a software development company, for more than five years.
Mr. Karmanos also serves as a director of Compuware
Corporation and Taubman Centers, Inc.
</Table>

<Table>
<Caption>
NAME AGE POSITION AND OTHER BUSINESS EXPERIENCE
---- --- --------------------------------------

CONTINUING DIRECTORS THROUGH 2003
John B. Blystone 49 Director continuously since 1997, Chairman of the
Compensation and Stock Option Committee and member of the
Executive Committee. Mr. Blystone has served as Chairman,
President and Chief Executive Officer of SPX Corporation,
a global provider of technical products and systems,
industrial products and services, flow technology and
service solutions, for more than five years. Mr. Blystone
is also a director of SPX Corporation and serves as
Chairman of the Board of Directors of Inrange Technologies
Corporation.
William S. Dietrich, II 64 Director continuously since 1996. Mr. Dietrich has served
as Chairman of the Board of Dietrich Industries, Inc., a
subsidiary of the Company, for more than five years. Mr.
Dietrich is also a director of Carpenter Technologies
Corporation and, during the fiscal year ending May 31,
2002, the Mallard Fund, Inc.
Sidney A. Ribeau 54 Director continuously since 2000 and member of the Audit
and Nominating/Governance Committees. Dr. Ribeau has
served as President of Bowling Green State University for
more than five years. Dr. Ribeau is also a director of The
Andersons, Inc. and Convergy's Corporation.
CONTINUING DIRECTORS THROUGH 2004
John P. McConnell 48 Chairman of the Board of Directors continuously since
1996, Director continuously since 1990 and member of the
Executive Committee. Mr. McConnell has served as Chief
Executive Officer of the Company since June 1993. Mr.
McConnell is also a director of Alltel Corporation. John
P. McConnell is John H. McConnell's son.
John R. Kasich 50 Director continuously since February 2001 and member of
the Audit and Nominating/Governance Committees. Mr. Kasich
has been a managing director for Lehman Brothers, an
investment banking group, in Columbus, Ohio since January
2001. Prior to that time, for more than five years, Mr.
Kasich was a member of the U. S. House of Representatives.
Mr. Kasich also serves as a director of Invacare
Corporation and Instinet Group Incorporated.
Mary Fackler Schiavo 46 Director continuously since 1998, Chairman of the Audit
Committee and member of the Nominating/Governance
Committee. Ms. Schiavo has been a partner at Baum,
Hedlund, Aristei, Guilford & Schiavo, P.C., a law firm in
Los Angeles, California, since 2001. From 1997 through
2001, Ms. Schiavo served as a professor at The Ohio State
University and also as a consultant for NBC News. Prior to
1997, Ms. Schiavo served as Inspector General for the
U. S. Department of Transportation for six years.
</Table>

COMPENSATION OF DIRECTORS

We compensate our non-employee directors with a quarterly fee of $6,000,
plus $1,500 for attendance at each board meeting, $1,000 for participation in
each telephonic board meeting and $1,000 ($1,500 for a Committee chair) for
attendance at each committee meeting.

Pursuant to the Worthington Industries, Inc. Deferred Compensation Plan for
Directors (the "Director Deferred Plan"), the directors, in general, may elect
to defer the payment of all or a portion of their directors' fees until a
specified date or until they are no longer associated with the Company.
Participants in the Director Deferred Plan may elect to have their deferred fees
invested at a rate reflecting either the increase or decrease in the fair market
value per share of the Company's Common Shares with dividend reinvestment or a
fixed rate. A committee appointed by the Board of Directors sets the fixed rate
annually, no later than November 30 of each year to be effective during the next
calendar year.

In May 2000, the Board of Directors adopted and in September 2000 the
shareholders approved the Worthington Industries, Inc. 2000 Stock Option Plan
for Non-Employee Directors. Pursuant to this plan, each non-employee director
receives an initial option grant to purchase 4,000 Common Shares and thereafter
annual option grants as of the date of the Annual Meeting to purchase 2,000
Common Shares at an exercise price equal to the fair market value of the Common
Shares on the date of grant. In general, the options vest one year from the date
of grant and have a 10-year term. In Fiscal 2002, we granted options to purchase
2,000 Common Shares to each eligible non-employee director at an exercise price
of $11.05 per share.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

BOARD MEETINGS

The Board of Directors of the Company held four meetings during Fiscal
2002. Each incumbent director attended at least 75% of the aggregate of (i) the
total number of meetings of the directors, and (ii) the total number of meetings
held by all committees of the directors on which such director served, in each
case during the period such director served.

COMPENSATION AND STOCK OPTION COMMITTEE

The Compensation and Stock Option Committee members include Messrs.
Blystone, Endres and Karmanos. The Committee met one time during Fiscal 2002.
Its functions are to set and review all base and bonus compensation for officers
of the Company and to administer the Company's stock option and long-term
incentive plans.

NOMINATING/GOVERNANCE COMMITTEE

The Nominating/Governance Committee members include Mr. Karmanos, Mr.
Kasich, Dr. Ribeau and Ms. Schiavo. The Committee met twice during Fiscal 2002.
Its function is to recommend to the Board of Directors individuals to be
nominated for election as directors by the shareholders and to fill any
vacancies on the Board of Directors between shareholder meetings. The Committee
will consider nominees recommended by shareholders, provided that such
nominations are submitted in writing to Chairman, Nominating/Governance
Committee, Worthington Industries, Inc., 1205 Dearborn Drive, Columbus, OH
43085, no later than the May 31 preceding the Annual Meeting. Each such
submission must include a statement of the qualifications of the nominee, a
consent signed by the nominee evidencing a willingness to serve as a director if
elected and a commitment by the nominee to meet personally with the Nominating/
Governance Committee.

In accordance with Section 2.03(A) of the Company's Code of Regulations,
any shareholder wishing to make a nomination of a director otherwise than
through the Nominating/Governance Committee must give notice to the Secretary of
the Company not less than 14 nor more than

50 days prior to the meeting at which directors will be elected, unless
shareholders are given less than 21 days' notice of the meeting, in which case
shareholder nominations would be permissible up to seven days after the notice
of the meeting has been mailed. The notice of nomination must include the
nominee's name, address and principal occupation, the number of Common Shares
beneficially owned by the nominee and the nominating shareholder, the name and
address of the nominating shareholder, as it appears on the Company's books, a
written consent of the proposed nominee to serve if elected and any other
information concerning the nominee required to be disclosed under the laws and
regulations governing proxy solicitations.

In addition to its nominating functions, the Nominating/Governance
Committee is responsible for developing and recommending to the Board of
Directors corporate governance principles for the Company.

AUDIT COMMITTEE

The Audit Committee members include Ms. Schiavo, Mr. Endres, Mr. Kasich and
Dr. Ribeau, each of whom is an independent director as the term independence is
defined in the New York Stock Exchange's corporate governance standards. The
Committee met four times during Fiscal 2002.

The Audit Committee is organized and conducts its business pursuant to a
written charter adopted by the Board of Directors. The Audit Committee is
responsible for assisting the Board of Directors in fulfilling its financial and
accounting oversight functions. Specifically, the Audit Committee, on behalf of
the Board, monitors and evaluates the Company's consolidated financial
statements and the financial reporting process, the system of internal
accounting and financial controls, the internal audit function and the annual
independent audit of the Company's consolidated financial statements. The Audit
Committee also provides an avenue for communication between internal auditors,
the independent accountants and the Board of Directors.

AUDIT COMMITTEE REPORT

The primary responsibility of the Audit Committee is to oversee the
Company's financial reporting process on behalf of, and report the results of
its activities to, the Board of Directors. Management has the primary
responsibility for the financial statements and the reporting process including
the systems of internal controls. In fulfilling its oversight responsibilities,
the Audit Committee reviewed the Company's audited financial statements for
Fiscal 2002 with management including a discussion of the quality, not just the
acceptability, of the accounting principles, the reasonableness of significant
judgments and the clarity of disclosures in the financial statements.

The Audit Committee reviewed with the independent auditors, who are
responsible for expressing an opinion on the conformity of those audited
financial statements with generally accepted accounting principles, their
judgments as to the quality, not just the acceptability, of the Company's
accounting principles and such other matters as are required to be discussed
with the Audit Committee under generally accepted auditing standards. In
addition, the Audit Committee has discussed with the independent auditor the
auditor's independence from management and the Company including the matters in
the written disclosures required by the Independent Standards Board.

The Audit Committee discussed with the Company's internal and independent
auditors the overall scope and plans for their respective audits. The Audit
Committee meets with the internal and independent auditors, with and without
management present, to discuss the results of their examinations, their
evaluations of the Company's internal controls and the overall quality of the
Company's financial reporting.

In reliance on the reviews and discussions referred to above, the 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 year ended May 31,
2002 for filing with the Securities and Exchange Commission.

AUDIT COMMITTEE

Mary Fackler Schiavo, Chairman
Michael J. Endres
John R. Kasich
Sidney A. Ribeau

EXECUTIVE COMPENSATION

SUMMARY OF CASH AND OTHER COMPENSATION

The following table shows, for Fiscal 2002 and the fiscal years ended May
31, 2001 ("Fiscal 2001") and May 31, 2000 ("Fiscal 2000"), the cash compensation
and other benefits paid or provided by the Company to its Chief Executive
Officer ("CEO") and its four other most highly compensated executive officers
(collectively, the "Named Executives").

SUMMARY COMPENSATION TABLE

<Table>
<Caption>
LONG-TERM
COMPENSATION
------------
AWARDS
------------
YEAR ANNUAL COMPENSATION SECURITIES
NAME AND PRINCIPAL ENDED -------------------- UNDERLYING ALL OTHER
POSITION IN FISCAL 2002 MAY 31 SALARY($) BONUS($) OPTIONS(#) COMPENSATION($)
----------------------- ------ --------- -------- ------------ ---------------

John P. McConnell 2002 400,000 490,000 -- 37,886(1)
Chairman & Chief 2001 400,000 381,000 100,000 7,491
Executive Officer 2000 400,000 564,000 133,000 59,406
John S. Christie 2002 245,000 410,000 -- 20,286(2)
President & Chief 2001 225,000 306,500 70,000 8,895
Operating Officer 2000 225,000 403,000 100,000 3,072
John T. Baldwin 2002 180,000 275,000 -- 18,083(3)
Vice President & 2001 160,000 173,200 35,000 5,241
Chief Financial Officer 2000 130,000 238,500 34,000 7,870
Edward A. Ferkany 2002 195,000 317,000 -- 27,440(4)
President, The 2001 175,000 228,000 20,000 20,022
Worthington Steel 2000 175,000 299,200 38,000 154,982
Company
Ralph V. Roberts 2002 150,000 247,500 -- 21,216(5)
Senior Vice President -- 2001 150,000 221,250 20,000 6,869
Marketing 2000 150,000 308,000 38,000 46,561
</Table>

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

(1) Includes $6,123 attributable to Fiscal 2002 Company contributions under the
Worthington Industries, Inc. Deferred Profit Sharing Plan, effective
December 1, 1971 and most recently amended and restated effective January 1,
2000 (the "DPSP"), $29,750 attributable to Fiscal 2002 Company contributions
under the Worthington Industries, Inc. Non-Qualified Deferred Compensation
Plan (the "Executive Deferred Plan") and $2,013 for term life insurance
premiums.

(2) Includes $6,117 attributable to Fiscal 2002 Company contributions under the
DPSP, $12,395 attributable to Fiscal 2002 Company contributions under the
Executive Deferred Plan and $1,774 for term life insurance premiums.

(3) Includes $6,117 attributable to Fiscal 2002 Company contributions under the
DPSP, $11,381 attributable to Fiscal 2002 Company contributions under the
Executive Deferred Plan and $585 for term life insurance premiums.

(4) Includes $6,124 attributable to Fiscal 2002 Company contributions under the
DPSP, $16,400 attributable to Fiscal 2002 Company contributions under the
Executive Deferred Plan and $4,916 for term life insurance premiums.

(5) Includes $6,124 attributable to Fiscal 2002 Company contributions under the
DPSP, $13,283 attributable to Fiscal 2002 Company contributions under the
Executive Deferred Plan and $1,809 for term life insurance premiums.

EXECUTIVE DEFERRED PLANS

Executives who choose to participate in the Executive Deferred Plan (as
defined in footnote (1) above), may elect to defer the payment of up to 50% of
their quarterly bonus until a specified date or until they are no longer
associated with the Company. Participants in the Executive Deferred Plan may
elect to have their deferred bonuses invested at a rate reflecting either the
increase or decrease in the fair market value per share of the Company's Common
Shares with dividend reinvestment or at a fixed rate. A committee appointed by
the Board of Directors sets the fixed rate annually, no later than November 30
of each year to be effective during the next calendar year. In addition, the
Company has the option under the Executive Deferred Plan to make contributions
to the accounts of participants.

DEFERRED PROFIT SHARING PLAN

The Named Executives also participate in the DPSP (as defined in footnote
(1) above), together with substantially all of the other regular full-time
employees of the Company except those represented by labor unions. Contributions
made by the Company are generally based on profits and are allocated quarterly
to employee accounts based upon total compensation (subject to certain
limitations) and length of service. Distributions under the DPSP are generally
deferred until retirement, death or total and permanent disability. In addition
to the contributions made by the Company, the Named Executives and other
participants in the DPSP may elect to make voluntary contributions from their
salary or bonus.

OPTION GRANTS

There were no grants of options made to the Named Executives during Fiscal
2002.

Effective June 3, 2002, the Company granted an aggregate of 1,020,000
options to purchase Common Shares, 420,000 of which were granted to the Named
Executives. The option price is equal to $15.15, the fair market value of the
Common Shares on the date of grant. Information concerning these grants will be
included in the appropriate tables in the Company's 2003 Proxy Statement.

OPTION EXERCISES AND HOLDINGS

The following table summarizes information concerning unexercised options
held by the Named Executives as of May 31, 2002. None of the Named Executives
exercised options during Fiscal 2002.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

<Table>
<Caption>
NUMBER OF COMMON SHARES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT 5/31/02 (#)(1) AT 5/31/02 ($)(2)
------------------------- -------------------------
NOT NOT
NAME EXERCISABLE EXERCISABLE EXERCISABLE EXERCISABLE
---- ----------- ----------- ----------- -----------

J. P. McConnell 219,800 303,200 729,950 378,300
J. S. Christie 170,000 90,000 580,154 247,936
J. T. Baldwin 90,400 88,600 294,100 201,650
E. A. Ferkany 60,800 97,200 181,900 119,100
R. V. Roberts 80,800 93,200 226,900 186,600
</Table>

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

(1) All outstanding options were granted during prior fiscal years under the
Worthington Industries, Inc. 1997 Long-Term Incentive Plan (the "LTIP") at
the fair market value of the

Common Shares on the date of grant. The options become exercisable in 20%
per year increments on each anniversary of their effective date. In the
event of a change in control of the Company (as defined in the LTIP), unless
the Board of Directors explicitly provides otherwise, all stock options that
have been outstanding at least six months before the date of such change in
control become fully exercisable.

(2) Pre-tax value based on the spread between the exercise price and the May 31,
2002, closing price of $15.25 per share.

LONG-TERM INCENTIVE PLAN AWARDS

The following table summarizes information concerning incentive awards made
to the Named Executives during Fiscal 2002 under the LTIP. None of the Named
Executives received payouts under the LTIP for the award period that ended on
May 31, 2002.

LONG-TERM INCENTIVE PLAN -- AWARDS IN LAST FISCAL YEAR

<Table>
<Caption>
ESTIMATED FUTURE PAYOUTS UNDER
NON-STOCK PRICE-BASED PLANS
PERFORMANCE OR OTHER PERIOD ----------------------------------------
NAME UNTIL MATURATION OR PAYOUT THRESHOLD ($) TARGET ($) MAXIMUM ($)
---- ------------------------------- ------------- ---------- -----------

J. P. McConnell Three year period ended 5/31/05 365,000 730,000 1,095,000
J. S. Christie Three year period ended 5/31/05 182,500 365,000 547,500
J. T. Baldwin Three year period ended 5/31/05 97,500 195,000 292,500
E. A. Ferkany Three year period ended 5/31/05 135,000 270,000 405,000
R. V. Roberts Three year period ended 5/31/05 92,500 185,000 277,500
</Table>

Payouts of awards are tied to achieving specified levels (threshold, target
and maximum) of economic value added and of earnings per share growth for the
performance period, with each performance measure carrying a 50% weighting. If
the performance level falls between threshold and target, or between target and
maximum, the award is prorated. Under the LTIP, payouts will generally be made
in August following the end of the applicable performance period. Performance
awards may be paid in cash, Common Shares, other property or any combination
thereof, in the sole discretion of the Compensation and Stock Option Committee
at the time of payment.

EXECUTIVE COMPENSATION REPORT AND PERFORMANCE GRAPH

Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, that might incorporate future filings,
including this Proxy Statement, in whole or in part, the following Committee
Report and the information under "Comparison of Five Year Cumulative Total
Return" shall not be incorporated by reference into any such filings.

REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE
ON EXECUTIVE COMPENSATION

GENERAL COMPENSATION PHILOSOPHY

A basic philosophy of Worthington Industries, Inc. is that regular
full-time, nonunion employees of the Company have a meaningful portion of their
total compensation tied to the profitability of the Company. In furtherance of
this philosophy, such employees in general participate in incentive compensation
programs, such as the Company's cash profit sharing plan and the executive bonus
plan which have been in place since the 1960's. Cash profit sharing, which
covers the majority of the Company's employees, is computed as a fixed
percentage of profits.

The Company's CEO, its other executive officers and certain other key
employees participate in an executive bonus program (the "Bonus Plan"). Under
the Bonus Plan, bonuses paid to participants are based upon operating results
and individual performance. Bonuses are paid quarterly and generally account for
in excess of 45% of an executive's total compensation.

COMPENSATION FOR EXECUTIVES

Since bonus payments account for such a large percentage of total
compensation and since bonuses are tied to the Company's operating performance,
the largest variable in determining total compensation of the CEO, the executive
officers and other participants in the Bonus Plan is the operating performance
of the Company. However, bonuses can be adjusted, up or down, based on the
individual's performance, as determined by his or her supervisor, the CEO or the
Compensation and Stock Option Committee (the "Compensation Committee") as
appropriate.

In setting base salaries for the CEO and the executive officers, the
Compensation Committee, which is comprised of outside directors, has reviewed
information regarding compensation paid by other manufacturing companies of
similar size to officers with similar responsibilities. It is the Compensation
Committee's intent to set base salaries at levels so that when the Company
performs well, the bonus payments (which are tied to Company performance) would
put Company officers in the upper range of total compensation being paid to
officers of comparable companies. Conversely, should the Company's performance
be below that of comparable companies, total executive compensation would fall
below the average compensation range.

PERFORMANCE OF THE CEO

Consistent with the philosophy of the Bonus Plan, profitability of the
Company has been the primary variable in the compensation paid to John P.
McConnell, the Company's CEO.

In Fiscal 2002, the Company performed well in a challenging environment.
Despite difficult economic conditions, made worse by the events of September 11,
the Company showed steady improvement throughout the year. Operating earnings
(eliminating the impact of restructuring charges and nonrecurring losses)
increased, debt was repaid and cash was returned to shareholders through the
payment of a regular dividend.

As it did last year, management continued to take positive steps to
position the Company for the future. Initiatives begun last year to focus on
inventory levels and headcount reduction continue to show positive results. A
consolidation plan announced in January affecting eight facilities across all
lines of business is expected to result in elimination of overhead, better
utilization of assets and improved profitability. The Committee is pleased with
management's performance in Fiscal 2002, particularly as compared to other
companies in the Company's industries.

The Company's highly leveraged, incentive based executive pay programs are
designed to reward management in good years and reduce compensation in weaker
years. Consistent with
13

that approach, pay for the CEO and other members of management increased in
Fiscal 2002 compared to Fiscal 2001, which had been down significantly from the
prior year. Better operating results in 2002 resulted in increased bonus
payments for the year, although there were no payouts for performance awards
granted under the Long-Term Incentive Plan because the specific financial
targets were not achieved.

At its May 2002 meeting, the Committee approved a base increase for Mr.
McConnell from $400,000 to $485,000. This is Mr. McConnell's first increase in
base pay since the fiscal year ended May 31, 1998, as he has specifically
declined to accept base increases previously recommended by the Committee. Mr.
McConnell's bonus compensation in Fiscal 2002 increased 14% from Fiscal 2001,
but remained below Fiscal 2000 levels. As noted, no payments were made to the
CEO under performance awards under the Long-Term Incentive Plan for the period
ended May 31, 2002.

Performance awards granted to the CEO in Fiscal 2002 are shown under the
heading "EXECUTIVE COMPENSATION -- Long-Term Incentive Plan Awards" in the
Company's 2002 Proxy Statement. The Company granted 200,000 stock options to the
CEO as of June 3, 2002. See, "EXECUTIVE COMPENSATION -- Option Grants."

INCENTIVE COMPENSATION

Bonuses. Although the Bonus Plan is tied to current profitability, it also
provides a balance between incentives for current and long-term profitability.
Since the payment is based on current year income, the incentive toward current
profitability is obvious. However, since future compensation for the officers
will continue to be based in large part on the Bonus Plan, the Plan also
provides incentives to assure the long-term profitability of the Company.

Long-term Incentives. Pursuant to a Long-Term Incentive Plan ("LTIP")
adopted in 1997, the Compensation Committee has implemented a long term
incentive program which anticipates consideration of (i) annual stock option
grants, and (ii) long-term performance awards based on achieving measurable
financial criteria over a multiple-year period, with payment in cash, stock or
stock awards for achievement of those goals. The Committee believes stock
options and performance awards are both particularly appropriate methods of
motivating and rewarding senior executives. Stock options align the interests of
employee option holders with those of shareholders by providing value tied to
stock price increases. Performance awards motivate long-term results because
their value is tied to sustained financial achievement over a multiple-year
period.

Performance awards granted to the CEO and other Named Executives in Fiscal
2002 are shown under the heading "EXECUTIVE COMPENSATION -- Long-Term Incentive
Plan Awards" in the Company's 2002 Proxy Statement and the stock options granted
to such persons as of June 3, 2002 are discussed under the heading "EXECUTIVE
COMPENSATION -- Option Grants."

Although the terms of the Company's 1990 Stock Option Plan and Long-Term
Incentive Plan are flexible, all options granted in the past 15 years have been
granted at 100% of the market value on the date of grant. As noted, pursuant to
the long-term incentive program, the Compensation Committee currently intends to
consider annual stock option grants and performance awards for the CEO and other
selected executives. The Compensation Committee will continue to review the
appropriate time for option grants for other employees. Among the factors which
were considered for prior grants and which are likely to be considered for any
new grants would be the position held by the participant in the Company,
individual performance and the timing and amounts of previous grants.

TAX DEDUCTIBILITY

Section 162(m) of the Internal Revenue Code limits deductions for
compensation paid to a publicly-held corporation's five most highly compensated
executive officers to $1,000,000 per year per executive officer, excluding
"performance based compensation" meeting certain requirements. Federal
regulations issued under Section 162(m) define the provisions which compensatory
plans must contain to qualify for the "performance based" exemption under
Section 162(m). The Company's 1990 Stock Option Plan qualifies for the
exemption. The Compensation Committee intends to tailor the incentive programs
under the LTIP to also qualify for the exemption. Since no officer's annual
salary, plus bonuses, has reached $1,000,000, the Compensation Committee has not
attempted to revise the Bonus Plan to satisfy the conditions for the exemption,
but it may re-examine the matter if compensation paid thereunder would not
otherwise be deductible under Section 162(m) and such provisions would not
distort or discourage the existing incentives for performance that enhance the
value of the Company. In all cases, however, whether or not some portion of a
covered executive officer's compensation is tax deductible, the Company will
continue to carefully consider the net cost and value to the Company of its
compensation policies.

COMPENSATION AND STOCK OPTION COMMITTEE

John B. Blystone, Chairman
Michael J. Endres
Peter Karmanos, Jr.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN

The following graph compares the five year cumulative return on the
Company's Common Shares, the S&P 500 Stock Index, the S&P Industrials Index and
the S&P Steel Index (formerly, Iron & Steel Index), in each case assuming that
$100 was invested at May 31, 1997 and that dividends were reinvested when
received. The S&P Steel Index, of which the Company is a component, is the most
specific index relative to the Company's largest line of business.

<Table>
<Caption>
WOR S&P 500 S&P INDUSTRIALS S&P STEEL
--- ------- --------------- ---------

May 1997 100 100 100 100
May 1998 98 130.68 119.82 100
May 1999 74.34 158.16 135.46 86.4
May 2000 73.47 174.73 150.28 64.75
May 2001 74.34 156.29 164.48 69.75
May 2002 103.3 134.65 134.42 83.19
</Table>

CUMULATIVE TOTAL RETURN

<Table>
<Caption>
MAY MAY MAY MAY MAY MAY
1997($) 1998($) 1999($) 2000($) 2001($) 2002($)
------- ------- ------- ------- ------- -------

WOR 100.00 98.00 74.34 73.47 74.34 103.30
S & P 500 100.00 130.68 158.16 174.73 156.29 134.65
S & P
INDUSTRIALS 100.00 119.82 135.46 150.28 164.48 134.42
S & P STEEL 100.00 100.00 86.40 64.75 69.75 83.19
</Table>

INDEPENDENT AUDITORS

Ernst & Young LLP audited the Company's consolidated financial statements
for Fiscal 2001. In light of the independence rules adopted by the SEC and the
NYSE, the Board of Directors, upon recommendation of the Audit Committee,
determined that the Company's outsourced internal audit services and the
Company's independent audit services should not be rendered by the same
independent public accounting firm. Thus, at a meeting held on August 23, 2001,
the Board of Directors, upon recommendation of the Audit Committee, dismissed
Ernst & Young LLP as the Company's independent auditors and approved the
engagement of KPMG LLP as the Company's independent auditors for Fiscal 2002.

The reports of Ernst & Young LLP on the Company's financial statements for
Fiscal 2001 and Fiscal 2000 did not contain an adverse opinion or a disclaimer
of opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles. Further, the Company had no disagreements with Ernst &
Young LLP during that time period on any matter of accounting

principles or practices, financial statement disclosure, or auditing scope or
procedures which, if not resolved to the satisfaction of Ernst & Young LLP,
would have caused Ernst & Young LLP to make reference to the matter in
connection with their report.

KPMG LLP audited the Company's consolidated financial statements for Fiscal
2002. Representatives of KPMG LLP are expected to be present at the Annual
Meeting and will be given the opportunity to make a statement if they so desire
and to respond to appropriate questions.

AUDIT FEES

KPMG LLP has billed the Company $349,127 in the aggregate for professional
services rendered for the audit of the Company's consolidated financial
statements for Fiscal 2002 and the reviews of the interim financial statements
included in the Company's Forms 10-Q filed during Fiscal 2002.

FINANCIAL INFORMATION DESIGN AND IMPLEMENTATION FEES

KPMG LLP rendered no professional services to the Company during Fiscal
2002 in connection with the design and implementation of financial information
systems.

ALL OTHER FEES

KPMG LLP rendered no professional services rendered to the Company (other
than those services covered under the heading "Audit Fees" above) during Fiscal
2002.

RELATED PARTY TRANSACTIONS

The Company is a party to certain agreements relating to the rental of
aircraft from (i) JMAC, Inc. ("JMAC"), a private investment firm substantially
owned, directly or indirectly, by the McConnell Family and (ii) McAIR, Inc.
("McAIR"), a corporation wholly-owned by John H. McConnell. Under the agreement
with JMAC, the Company leases, on a net basis, an aircraft for a rental fee of
$74,025 per month. Under the agreement with McAIR, the Company leases an
aircraft as needed for a rental fee per flight. For Fiscal 2002, the Company
paid an aggregate amount of approximately $889,000 under the JMAC agreement and
approximately $206,847 under the McAIR agreement. Based on quotes for similar
services provided by unrelated third parties, the Company believes that the
rental rates charged by JMAC and McAIR are no less favorable to the Company than
those that could be obtained from the unrelated entities.

During Fiscal 2002, the Company, either directly or through business
expense reimbursement, paid approximately $226,000 to Double Eagle Club, a
private golf club, owned by the McConnell Family (the "Club"). The Company uses
the Club's facilities for Company functions and meetings, and for meetings,
entertainment and overnight lodging for customers, suppliers and other business
associates. Amounts charged by the Club to the Company are no less favorable to
the Company than those that are charged to unrelated members of the Club.

SHAREHOLDER PROPOSALS FOR 2003 ANNUAL MEETING

Proposals of shareholders intended to be presented at the Company's 2003
Annual Meeting of Shareholders must be received by the Company no later than May
1, 2003, to be included in the Company's proxy materials relating to that Annual
Meeting. Upon receipt of a shareholder proposal, the Company will determine
whether or not to include the proposal in the proxy materials in accordance with
applicable rules and regulations promulgated by the SEC. In any event, proposals
of shareholders intended to be presented at the 2003 Annual Meeting of
Shareholders must be received by the Company no later than 30 days prior to the
meeting.

The SEC has promulgated rules related to the exercise of discretionary
voting authority pursuant to proxies solicited by the Board of Directors. If a
shareholder intends to present a proposal at the 2003 Annual Meeting of
Shareholders and does not notify the Company of the proposal by July 15, 2003,
the proxies solicited by the Board of Directors for use at the 2003 Annual
Meeting of Shareholders may be voted on the proposal without discussion of the
proposal in the Company's proxy statement for that Annual Meeting.

In each case, written notice must be given to the Company's Secretary, at
the following address: Worthington Industries, Inc., 1205 Dearborn Drive,
Columbus, Ohio 43085, ATTN: Secretary.

Shareholders desiring to nominate candidates for election as directors at
the 2003 Annual Meeting of Shareholders must follow the procedures described in
"ELECTION OF DIRECTORS -- Meetings and Committees of the Board of
Directors -- Nominating/Governance Committee."

10-K REPORT

Audited consolidated financial statements for Worthington Industries, Inc.
and its subsidiaries for Fiscal 2002 are included the Worthington Industries,
Inc. 2002 Annual Report which is being delivered with this Proxy Statement.
Additional copies of these statements and the Company's Annual Report on Form
10-K for Fiscal 2002 (excluding exhibits, unless such exhibits have been
specifically incorporated by reference therein) may be obtained, without charge,
from the Company's Investor Relations Department at 1205 Dearborn Drive,
Columbus, OH 43085. The Form 10-K is also on file with the SEC, Washington, D.C.
20549.

OTHER MATTERS

As of the date of this Proxy Statement, management knows of no business
that will be presented for action by the shareholders at the Annual Meeting
other than the election of directors. However, if any other matter requiring a
vote of the shareholders properly comes before the Annual Meeting, the
individuals acting under the proxies solicited by the Board of Directors will
vote and act according to their best judgments in light of the conditions then
prevailing.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, SHAREHOLDERS
WHO DO NOT EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON ARE URGED TO FILL IN,
SIGN AND RETURN THE PROXY CARD IN THE ENCLOSED, SELF-ADDRESSED STAMPED ENVELOPE
OR TRANSMIT VOTING INSTRUCTIONS ELECTRONICALLY THROUGH THE INTERNET OR BY
TELEPHONE.

By order of the Board of Directors.

DALE T. BRINKMAN, Secretary

Dated: August 29, 2002

W O R T H I N G T O N I N D U S T R I E S, I N C.

P R O X Y C A R D

The undersigned hereby constitutes and appoints John P. McConnell, John T.
Baldwin and Dale T. Brinkman, or any of them, the proxy or proxies of the
undersigned to vote at the Annual Meeting of Shareholders of Worthington
Industries, Inc. (the "Company") to be held at the Worthington Industries, Inc.
Athletic Center, 905 Dearborn Drive, Columbus, Ohio, on September 26, 2002 at
2:00 p.m. EDT and at any adjournment, all of the Common Shares of the Company
that the undersigned is entitled to vote at such meeting or any adjournment.

All Proxies previously given by the undersigned are hereby revoked. This Proxy
will be voted as specified. UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED
FOR THE ELECTION AS DIRECTORS OF THE THREE NOMINEES NAMED IN THE PROXY
STATEMENT. IF ANY OTHER MATTERS ARE BROUGHT BEFORE THE ANNUAL MEETING, OR IF A
NOMINEE FOR ELECTION AS A DIRECTOR NAMED IN THE PROXY STATEMENT IS UNABLE TO
SERVE OR FOR GOOD CAUSE WILL NOT SERVE, THE PROXY WILL BE VOTED IN THE
DISCRETION OF THE PROXY HOLDER ON SUCH MATTERS OR FOR SUBSTITUTE NOMINEE(S) AS
THE DIRECTORS MAY RECOMMEND.

Address Change/Comments:

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

- --------------------------------------------------------------------------------
If you noted address changes or comments above, please mark the corresponding
box on the reverse side.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

[X] To vote, mark blocks in BLUE
or BLACK Ink as in this example.

Vote on Directors

Election of three directors, each for a term of three For Withhold For All To withhold authority to vote, mark "For All
years expiring in 2005. Nominees: 01) John S. Christie All All Except Except" and write the nominee's number on
02) Michael J. Endres and 03) Peter Karmanos, Jr. [ ] [ ] [ ] the line below:

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

In their discretion, the Proxies are authorized to vote upon such other business
(none known by the Company at the time of solicitation of this Proxy) as may
properly come before the meeting and any adjournment.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
PLEASE SIGN AND DATE THIS PROXY CARD ON THE LINES BELOW AND RETURN PROMPTLY IN
THE ENCLOSED ENVELOPE. Please sign your name exactly as it appears on this Proxy
Card. Executors, administrators, trustees, guardians, attorneys and agents
should give their full titles. If shareholder is a corporation, an authorized
officer should sign in full corporate name. If the Common Shares represented by
this Proxy are held in joint tenancy, both holders should sign this Proxy Card.

If any changes are required to your address, please cross through the current
information and print the new information. The new address will be used by the
Transfer Agent for all future communications, including proxies and dividend
checks.

MARK HERE FOR ADDRESS CHANGES
AND NOTE ON THE REVERSE [ ]

MARK HERE FOR COMMENTS
AND NOTE ON THE REVERSE [ ]

MARK HERE IF YOU PLAN TO
ATTEND THE MEETING [ ]

Signature: Joint Owner Signature:
------------------------------ -----------------------------
Date: Date:
------------------------------ -----------------------------