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Edgar Filing: RYERSON TULL INC /DE/ - Form DEF 14A

Equity Compensation Plan Information

The following table gives information about the Company s common stock that may be issued upon the exercise of options under all of the Company s equity compensation plans as of December 31, 2002.

(b)

(a)

Weighted-Average

Number of Securities

Exercise Price

(c)

Plan Category

to be Issued upon

Exercise of Outstanding

Options, Warrants and Rights

of Outstanding

Options, Warrants and Rights

Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans [Excluding Securities

Reflected in Column (a)]

2,828,003

$

, 2,929,433

101 430

$

$

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders(2)

Total

18.67

12.59 18.46

3,154,298(1)

1 9 8 , 5 7 0 3,352,868

(1)

Includes 54,153 shares available for issuance under the Ryerson Tull Directors Compensation Plan under which one-third of the non-employee directors retainers are paid in shares of stock and under which a non-employee director may elect to receive the cash portion of the retainer in stock.

(2)

The former Ryerson Tull Directors 1999 Stock Option Plan was not approved by security holders. Under this plan, now part of the Ryerson Tull Directors Compensation Plan, at the close of each annual meeting, each non-employee director receives a stock option with a value of $20,000 (based on the Black-Scholes option pricing model). For additional information please see

Compensation of Directors.

Vote Required; Effect Of Vote

Approval of the Plan requires the affirmative vote of the holders of shares of the Company representing more than 50% of the voting power of shares represented in person or by proxy and entitled to vote at the Annual Meeting. Abstentions count against the proposal and broker non-votes have no effect on the outcome of the vote. Proxies not limited to the contrary will be voted for the approval of the Plan.

When stockholders approve the Plan, the Company intends to deduct, as performance-based compensation, the amounts of any awards paid under the Plan to the chief executive officer and the four other most highly compensated officers of the Company in determining the Company s federal income tax liability. Otherwise, the Company will maintain the Plan with respect to salaried employees but will exclude the chief executive officer and the four other most highly compensated executive officers at year-end from participating in the Plan.

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

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