EXHIBIT 4.01

EXHIBIT 4.01


RELIANCE STEEL & ALUMINUM CO.

1994 INCENTIVE AND NON-QUALIFIED
STOCK OPTION PLAN


1. PURPOSE. The purpose of this Reliance Steel & Aluminum Co. 1994
Incentive and Non-Qualified Stock Option Plan (the "Plan") is (a) to advance the
interests of Reliance Steel & Aluminum Co. (the "Company") and its shareholders
by offering to those key employees, including officers, of the Company who will
be responsible for the long-term growth of the Company's earnings the
opportunity to acquire or increase their equity interests in the Company,
thereby achieving a greater commonality of interest between shareholders and
employees, and (b) to enhance the Company's ability to retain and attract highly
qualified employees by providing an additional incentive to such employees to
achieve the Company's long-term business plans and objectives.

2. AWARDS. Awards under the Plan may be granted in the form of (i)
incentive stock options ("ISO's") as provided in Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), or (ii) non-qualified stock
options ("NQSO's"). ISO's and NQSO's shall hereinafter be referred to
individually as an "Option" and collectively as "Options" in the Plan.

3. ADMINISTRATION.

a. COMMITTEE. The Plan shall be administered by a committee
(the "Committee") authorized by the Board of Directors of the Company
(the "Board"). The Committee shall consist of not less than three
directors of the Company who shall be appointed, from time to time, by
the Board, provided that no director who was eligible to participate in
the Plan during the then preceding one year shall be appointed as a
member of the Committee. At any time that the Company has a class of
equity securities registered under Section 12 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), only directors who, at the
time of service, qualify as "disinterested persons" within the meaning
of Rule 16b-3 under the Exchange Act shall be members of the Committee.

b. AUTHORITY. The Committee shall have full and final
authority with respect to the Plan (i) to interpret all provisions of
the Plan consistent with applicable federal or state law; (ii) to
determine the employees who will receive Options; (iii) to determine the
frequency of grant of Options; (iv) to determine the number and type
(i.e., ISO's or NQSO's) of Options to be granted to each employee and
the price at which they may be exercised; (v) to specify the number of
shares subject to each Option; (vi) to prescribe the form and terms and
conditions of agreements described in Section 3(c); (vii) to determine
when Options may be exercised; or (viii) to adopt, amend and rescind
general and special rules and regulations for the Plan's administration;
and (ix) to make all other determinations necessary or advisable for the
administration of the Plan but only to the extent not contrary to or
inconsistent with the provisions of the Plan. Any action of the Board of
Directors or the Committee shall be by majority vote.



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c. OPTION AGREEMENT. The terms and conditions of each Option
shall be provided in an Option Agreement which shall be signed by the
Company and the Optionee at the time of grant. Such terms and conditions
shall be consistent with the provisions of the Plan.

4. ELIGIBILITY. The Committee from time to time shall determine and
recommend to the Board those officers and other key employees of the Company
(including any subsidiary which now exists or may hereafter be acquired or
created) to whom Options shall be granted (the "Optionee") and the number of
Shares (as defined below) to be optioned to each Optionee. No director, outside
consultant, nor other independent contractor who is not an employee of the
Company or a subsidiary shall be eligible to receive Options under the Plan.

In determining the number of Options to be granted to any
Optionee, the Committee shall consider, among other things, the annual
remuneration received by the Optionee from the Company, the importance of the
Optionee's corporate duties, and other relevant factors. The recommendations of
the Committee shall be subject to the approval of the Board. Upon such approval,
the appropriate officers of the Company are hereby authorized to execute and
deliver the Options in the name of the Company.

5. SHARES SUBJECT TO PLAN. Subject to adjustments as provided in
Sections 7b and 8 hereof, the aggregate number of shares of common stock of the
Company ("Shares") as to which Options may be granted under the Plan shall not
exceed 2,500,000 Shares (as of November 30, 2001, adjusted for stock splits).

If an Option granted hereunder shall expire or terminate for any
reason without having been fully exercised then the Shares covered by the
unexercised portion of such Option shall be available for purposes of the Plan.

6. OPTIONS-GENERAL PROVISIONS.

a. ALLOTMENT OF SHARES. Following adoption of the Plan by the
Board, the Board may, in accordance with the recommendations of the
Committee and the provisions of the Plan, grant Options to purchase
Shares, subject to approval of the Plan in accordance with Section 8(g)
no later than at the Company's 1995 annual shareholders meeting.

b. OPTION PRICE. The price per Share at which each Option
granted under the Plan may be exercised ("Option Price") shall be
determined by the Committee in accordance with the following:

i. ISO'S. The Option Price at which each ISO granted
under the Plan may be exercised shall not be less than one
hundred per cent (100%) of the fair market value of a Share at
the time such ISO is granted. In the case of a Optionee who owns
stock representing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company at
the time an ISO is granted, the Option Price for such ISO shall
not be less than 110% of the fair market value of the Shares at
the time the Option is granted.



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If the Company's common stock is not publicly
traded the fair market value shall be an amount determined by
the Committee to be the price at which the Shares could
reasonably be expected to be sold in an arm's length transaction
giving due consideration to such factors as recent transactions
involving Shares, the Company's actual and projected earnings,
the value of the Company's assets, any appraised valuation of
the Shares, and such other factors as the Committee deems
pertinent to determining fair market value.

If the Company's common stock is listed on a
national securities exchange or the high and low prices are
reported by NASDAQ at the time an ISO is granted, then the fair
market value of a Share shall be the average of the highest and
lowest selling price of a Share on such exchange or as reported
by the NASDAQ on the date such ISO is granted or, if there were
no sales on said date, then on the next prior business day on
which there were sales. If the Company's stock is traded other
than on a national securities exchange or the high and low
selling prices are not reported on NASDAQ at the time an ISO is
granted, then the fair market value of a Share shall be the
average between the bid and asked price of a Share on the date
the ISO is granted as reported on NASDAQ, if available.

ii. NQSO'S. The Option Price at which each NQSO granted
under the Plan may be exercised shall not be less than one
hundred per cent (100%) of the fair market value of a Share at
the time the NQSO is granted.

c. OPTION PERIOD. An Option granted under the Plan shall
terminate, and the right of the Optionee (or the Optionee's estate,
personal representative, or beneficiary) to purchase Shares upon
exercise of the Option shall expire on the date which is five years from
the date of grant (the "Termination Date").

d. EXERCISE OF OPTIONS.

i. BY AN OPTIONEE DURING CONTINUOUS EMPLOYMENT.

No Option may be exercised, in whole or in part,
for a period one year after the date of the granting of such
Option. If the Optionee's employment with the Company terminates
for any reason during that year, the Option shall remain
unexercisable and immediately terminate.

Every Option shall be exercisable during the
second year from its date of grant, to the extent of all or any
part of one-fourth of the optioned Shares; during the third year
from its date it shall be exercisable to the extent of all or
any part of one-half of the optioned Shares, less the number of
Shares as may have been acquired under the Option during the
second year; during the fourth year from its date it shall be
exercisable to the extent of all or any part of three-fourths of
the optioned Shares, less the number of Shares as may have been
acquired under the Option during the second and third years; and
during the remainder of the term of



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the Option it shall be exercisable, in whole or in part, for the
full number of optioned Shares, less the number as may have been
acquired under the Option during the second, third and fourth
years.

An Optionee who has been continuously employed
by the Company or a subsidiary or a combination thereof since
the date of grant is eligible to exercise all Options which are
then exercisable up to the Termination Date of such Options. The
Committee will decide in each case, subject to the limitations
set forth in Section 422 of the Code applicable to ISO's to what
extent leaves of absence for government or military service,
illness, temporary disability, or other reasons shall not for
this purpose be deemed interruptions of continuous employment.

ii. TERMINATION OF EMPLOYMENT. Every Option shall expire
on the earlier to occur of (A) the Termination Date set forth in
the Option, or (B) three months after the cessation of the
Optionee's employment with the Company or any subsidiary under
any circumstances (except for a transfer of employment between
Company and a subsidiary), unless such cessation was occasioned
by death or disability within the meaning of Section 22(b)(3) of
the Code ("total disability") of the Optionee; and, if exercised
after such cessation of employment, may be exercised only in
respect of the number of Shares which the Optionee could have
acquired under the Option by the exercise thereof immediately
prior to such cessation of employment. In the event of (1) the
cessation of employment by reason of death or total disability
of an Optionee or (2) the death of an Optionee within three
months following the cessation of his or her employment, the
Option theretofore granted may be exercised within one year
after the date of cessation of employment by reason of total
disability or within one year after the date of death by the
Optionee's estate or by the person or persons to whom the
Optionee's rights under the Option shall pass by will or the
laws of descent and distribution or by the custodian or guardian
of the estate, but only in respect of the number of Shares which
the Optionee could have acquired under the Option by the
exercise thereof immediately prior to such cessation of
employment. Notwithstanding the foregoing, the Option may not be
exercised after the Termination Date.

e. TERMINATION OF OPTIONS. An Option granted under the Plan
shall be considered terminated in whole or in part, to the extent that,
in accordance with the provisions of the Plan, it can no longer be
exercised for Shares originally subject to the Option.

f. PERSONS SUBJECT TO SECTION 16 OF THE EXCHANGE ACT.
Optionees who are subject to Section 16 of the Exchange Act are hereby
advised that, to rely on Rule 16b-3, the Optionee may be required to
hold any equity security of the Company acquired upon exercise of an
Option by such person for at least six months after the date of grant of
the Option.



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7. MANNER OF EXERCISE AND PAYMENT.

a. MANNER OF EXERCISE. An Option granted pursuant to the Plan
may be exercised, subject to provisions relative to its termination,
from time to time, only by (i) written notice of intent to exercise the
Option with respect to a specified whole number of Shares; (ii) payment
to the Company in a manner permitted by Section 7b (contemporaneously
with delivery of each such notice) of the amount of the Option Price for
the number of Shares with respect to which the Option is then being
exercised; and (iii) if the Company shall so require, written
representation, in form and substance satisfactory to the Company, that
the Shares received upon exercise of the Option are being acquired for
investment. Each such notice, payment and representation shall be
delivered to the Secretary of the Company or mailed by registered or
certified mail, addressed to the Secretary of the Company at the
Company's executive offices at 350 South Grand Avenue, Suite 5100, Los
Angeles, California 90071, from time to time, until the total number of
Shares then subject to the Option has been purchased. No Shares shall be
delivered pursuant to the exercise of any Option until registered or
qualified for delivery under those securities laws and regulations as
may be deemed by the Committee to be applicable thereto, or unless the
Committee determines that an exemption therefrom is available.

b. FORM OF PAYMENT. Payment for Shares pursuant to exercise of
an Option shall be made in cash, by check, or by delivery of Shares
having an aggregate fair market value equal to the Option Price for the
total number of Shares with respect to which the Option is being
exercised. If Shares previously acquired by exercise of an Option
granted under the Plan are used for payment, such Shares shall be added
back to the number of Shares available for grant under the Plan in
accordance with the provision of Section 5.

c. LIMITATIONS ON EXERCISE. In the case of Options intended to
be ISO's, the aggregate fair market value, determined as of the date of
grant, of the Shares as to which such Options are exercisable for the
first time by a Optionee shall be limited to $100,000 per calendar year.

8. OTHER PROVISIONS.

a. ADJUSTMENTS.

i. ADJUSTMENT OF SHARES. In the event that the Company's
outstanding shares of common stock are changed into or exchanged
for a different number or kind of shares of the Company or other
securities of the Company or another corporation by reason of
merger, consolidation, recapitalization, reclassification, stock
split-up, stock dividend or combination of shares, issuance or
exercise of warrants or rights, the Committee shall make an
appropriate and equitable adjustment in the number and kind of
Shares subject to outstanding Options, or portions thereof then
unexercised, and the number and/or kind of Shares subject to the
Plan so that after such event the proportional number or type of
Shares subject to the Plan and the Optionee's right to a
proportionate interest in the Company shall be maintained as
before the occurrence of such event. Such adjustment in an



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outstanding Option shall be made without change in the total
price applicable to the Option or the unexercised portion of any
Option (except for any change in the total price resulting from
rounding-off Share quantities or prices) and with any necessary
corresponding adjustment in Option Price per Share. In addition,
the Committee, shall provide for such adjustments to the Plan or
any Option granted thereunder as it shall deem appropriate to
prevent the reduction or enlargement of rights, including
adjustments in the event of changes in the outstanding common
stock by reason of mergers, consolidations, combinations,
exchanges of shares, separations, reorganizations, liquidations,
issuance or exercise of warrants or rights and the like in which
the Company is not the sole surviving successor to the assets or
business of the Company. In the event of any offer to holders of
common stock generally relating to the acquisition of their
shares, the Board shall make such adjustments as it deems
equitable in respect of outstanding Options. Any adjustments
made by the Board shall be final and binding upon all Optionees,
the Company and all other interested persons.

ii. MODIFICATION OF ISO'S. Notwithstanding the
foregoing, any adjustments made with respect to ISO's shall be
made only after the Committee, after consulting with counsel for
the Company, determines whether such adjustments would
constitute a "modification" of such ISO's (as that term is
defined in Section 424 of the Code) or would cause any adverse
tax consequences for the holders of such ISO's. If the Committee
determines that such adjustments made with respect to ISO's
would constitute a modification of such ISO's, it may refrain
from making such adjustments.

b. NON-TRANSFERABILITY. No Option granted under the Plan shall
be transferable other than by will or the laws of descent and
distribution. Any attempt to transfer, assign, pledge, hypothecate or
otherwise dispose of, or to subject to execution, attachment or similar
process, any Option other than as permitted in the preceding sentence
shall give no right to the purported transferee. An Option may be
exercised only by the Optionee, except as provided in Section 6.

c. COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES. No
Option shall be exercisable and no Shares shall be delivered under the
Plan except in compliance with all applicable federal and state laws and
regulations including, without limitation, compliance with the rules of
all domestic stock exchanges on which the Company's shares may be
listed. Any certificate issued to evidence Shares for which an Option is
exercised shall bear such legends and statements as the Board deems
advisable in order to assure compliance with federal and state laws and
regulations. No Option shall be exercisable and no Shares shall be
delivered under the Plan until the Company has obtained consent or
approval from such regulatory bodies, federal or state, having
jurisdiction over such matters as the Board may deem advisable.

d. NO RIGHT TO EMPLOYMENT. Neither the adoption of the Plan
nor its operation, nor any document describing or referring to the Plan,
or any part thereof, shall confer upon any participant under the Plan
any right to continue in the employ of the



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Company or a subsidiary or shall in any way affect the right and power of
the Company or a subsidiary to terminate the employment of any
participant under the Plan at any time with or without assigning a reason
therefor.

e. TAX WITHHOLDING. The Board shall have the right to deduct
from the delivery of Shares under the Plan pursuant to the exercise of
an Option, any federal, state or local taxes of any kind required by law
to be withheld with respect to such exercise or to take such other
action as may be necessary in the opinion of the Board to satisfy all
obligation for the payment of such taxes. If Shares which would
otherwise be delivered are used to satisfy tax withholding, such Shares
shall be valued based on the fair market value as of the date the tax
withholding is required to be made.

f. AMENDMENT AND TERMINATION. The Board may at any time
suspend, amend or terminate the Plan, and, without limiting the
foregoing, the Board shall have the express authority to amend the Plan
from time to time with or, subject to the requirements of the following
paragraph, without approval by the shareholders, in the manner and to
the extent that the Board believes is necessary or appropriate in order
to cause the Plan to conform to provisions of Rule 16b-3 under the
Exchange Act and any other rules under Section 16 of the Exchange Act,
as any of such rules may be amended, supplemented or superseded from
time to time. Except for adjustments made in accordance with Section
8(a), the Board may not alter or impair any Option previously granted
under the Plan. No Option may be granted during any suspension of the
Plan or after termination thereof.

In addition to Board approval of an amendment,
if the amendment would: (i) materially increase the benefits accruing to
participants; (ii) increase the number of Shares deliverable under the
Plan (other than in accordance with the provisions of Section 8(a); or
(iii) materially modify the requirements as to eligibility for
participation in the Plan, then such amendment shall be approved by the
holders of a majority of the Company's outstanding capital stock
represented and entitled to vote at a meeting held for the purpose of
approving such amendment to the extent required by Rule 16b-3 of the
Exchange Act.

g. EFFECTIVE DATE OF THE PLAN. The Plan shall become effective
upon its adoption by the Board, subject to approval of the Plan by
written consent of holders of a majority of the outstanding shares of
common stock or a vote of a majority of the shares represented at the
1995 annual meeting of the shareholders of the Company. Options may be
granted under the Plan prior to approval of the Plan by the
shareholders, but no Option may be exercised until after the Plan has
been so approved by shareholders.

h. DURATION OF THE PLAN. Unless previously terminated by the
Board, the Plan shall terminate at the close of business on December 31,
2003, and no Option shall be granted under it thereafter, but such
termination shall not affect any Option theretofore granted.

i. USE OF PROCEEDS. The proceeds received by the Company from
the sales of Shares under the Plan shall be used for general corporate
purposes.



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j. USE OF CERTAIN TERMS. The term "subsidiary" shall have the
meaning ascribed to it in Section 424 of the Code and unless the context
otherwise required, the other terms defined in Sections 421, 422 and
424, inclusive, of the Code and regulations and revenue rulings
applicable thereto, shall have the meanings attributed to them therein.

k. GOVERNING LAW. The law of the State of California will
govern all matters relating to the Plan except to the extent it is
superseded by the laws of the United States.






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