Change of Control Agreement of James M. Delaney

Exhibit 10.10

May 11, 2007

JIM DELANEY

PRESIDENT GLOBAL ACCOUNTS

122 S. BRUNER

HINSDALE, IL 60521 Dear Jim:

Ryerson Inc. (" RYERSON" ) considers it essential to the best interests of its stockholders to foster the continuous employment of key management personnel of RYERSON and its subsidiaries (collectively, the " Company" ). In this connection, the Board of Directors of RYERSON (the " Board" ) recognizes that, as is the case with many publicly held corporations, the possibility of a change in control may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of RYERSON and its stockholders.

The Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company' s management, including yourself, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a change in control of the Company. In order to induce you to remain in the employ of the Company, RYERSON agrees that you shall receive the severance benefits set forth in this letter agreement (" Agreement" ) in the event your employment with the Company is terminated subsequent to a " change in control of the Company" or a " potential change in control of the Company" (as such terms are defined in Section 2 hereof) under the circumstances described below (or, in certain circumstances described below, in advance of such a change in control or potential change in control of the Company). This Agreement shall constitute an amendment and restatement of and shall supersede any prior agreement entered into between you and RYERSON with respect to these matters. In the event that you receive severance benefits hereunder, such benefits shall be in lieu of, and you shall not be entitled to receive, any benefits or payments under any other severance plan or policy of the Company or any agreement with the Company, and the provisions of Sections 7 through 9 hereof shall supersede any provisions relating to comparable matters under such other severance plan or policy or such other agreement. In addition, if you are or become entitled to benefits from the Company pursuant to another agreement providing for benefits on account of a change in control or the law of a jurisdiction other than the United States or any state or territory thereof as a result of an event for which benefits are payable to you pursuant to this Agreement, the benefits paid to you pursuant to this Agreement shall be reduced by the amount paid to you pursuant to such other agreement or law.

1. Term of Agreement . This Agreement shall commence on the date hereof and shall continue in effect until the first anniversary of the date on which RYERSON gives you a written notice of termination of the Agreement. Notwithstanding the preceding sentence, if a change in control of the Company or a potential change in control of the Company shall have occurred during the original or extended term of this Agreement, this Agreement shall continue in effect for a period of twenty-four (24) months beyond the month in which such change in control of the Company or potential change in control of the Company occurred.

2. Definitions: Change in Control; Potential Change in Control . (i) Change in Control . For purposes of this Agreement, a " change in control of the Company" shall be deemed to have occurred if:

(A) any " person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the " Exchange Act" )), other than (w) the Company, (x) a trustee or other fiduciary holding voting securities under an employee benefit plan of the Company, (y) an underwriter temporarily holding voting securities pursuant to an offering of such securities, or (z) a corporation owned, directly or indirectly, by the security holders of RYERSON in substantially the same proportions as their ownership of voting securities of RYERSON, is or becomes the " beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of voting securities of RYERSON (not including in the voting securities beneficially owned by such person any voting securities acquired directly from RYERSON or its affiliates) representing 20% or more of the combined voting power of RYERSON' s then outstanding voting securities; (B) during any period of two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by RYERSON' s security holders 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 (collectively, " Continuing Directors" ), cease for any reason to constitute a majority thereof; provided, however, that any director who assumes office in connection with an agreement with the Company to effect a transaction described in clauses (A), (C) or (D) of this Subsection 2(i) or any new director who assumes office in connection with or as a result of an actual or threatened proxy or other election contest of the Board shall never be (at any time) a Continuing Director for purposes of this Subsection 2(i)(B), and the nomination or election of such person shall never constitute, or be deemed to constitute, an approval by the Continuing Directors for purposes of this Subsection 2(i)(B) (provided that for the purposes of funding any rabbi trust or similar escrow


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agreement, any change in control of the Company under this Subsection 2(i)(B) shall be deemed to occur at the beginning of the day of the stockholders' meeting at which the stockholders are asked to vote on a slate of directors that could result in Continuing Directors ceasing to constitute a majority of the Board); (C) there occurs a merger or consolidation of RYERSON with any other corporation, other than a merger or consolidation which would result in the voting securities of RYERSON outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or the direct or indirect parent thereof), in combination with the ownership of any trustee or other fiduciary holding voting securities under an employee benefit plan of the Company, at least 60% of the combined voting power of the voting securities of RYERSON or such surviving entity or the direct or indirect parent thereof outstanding immediately after such merger or consolidation, or a merger or consolidation effected to implement a recapitalization of RYERSON (or similar transaction) in which no person acquires more than 40% of the combined voting power of RYERSON' s then outstanding voting securities;

(D) the holders of voting securities of RYERSON approve a plan of complete liquidation of RYERSON or an agreement for the sale or disposition by RYERSON of all or substantially all of RYERSON' s assets; or (E) there occurs any other event that the Board deems to be a change in control of the Company. (ii) Potential Change in Control . For purposes of this Agreement, a " potential change in control of the Company" shall be deemed to have occurred if:

(A) RYERSON enters into an agreement, the consummation of which would result in the occurrence of a change in control of the Company;

(B) any person (including RYERSON) publicly announces an intention to take or to consider taking actions which if consummated would constitute a change in control of the Company;

(C) any person, other than (w) the Company, (x) a trustee or other fiduciary holding voting securities under an employee benefit plan of the Company, (y) an underwriter temporarily holding voting securities pursuant to an offering of such securities, or (z) a corporation owned, directly or indirectly, by the security holders of RYERSON in substantially the same proportions as their ownership of voting securities


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of RYERSON, who is or becomes the beneficial owner, directly or indirectly, of voting securities of RYERSON representing 9.5% or more of the combined voting power of RYERSON' s then outstanding voting securities, increases his beneficial ownership of such securities by 5% or more over the percentage so owned by such person on the date hereof; or (D) the Board adopts a resolution to the effect that, for purposes of this Agreement, a potential change in control of the Company has occurred.

3. Definitions: Disability; Retirement; Cause; Good Reason; Notice of Termination; Date of Termination . (i) Disability; Retirement . If you cannot perform your full-time duties with the Company due to physical or mental incapacity and have exhausted all of your short-term disability plan benefits, your employment may be terminated for " Disability" . Termination of your employment based on " Retirement" shall mean voluntary retirement entitling you to a pension benefit afforded by the Company' s defined benefit pension plan applicable to its salaried employees or in accordance with any retirement arrangement established with your consent with respect to you. (ii) Cause . Termination by the Company of your employment for " Cause" shall mean termination upon (A) the willful and continued failure by you to substantially perform your duties with the Company (other than any such failure resulting from your incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by you for Good Reason as defined in Subsections 3(iv) and 3(iii), respectively) after a written demand for substantial performance is delivered to you by the Board, which demand specifically identifies the manner in which the Board believes that you have not substantially performed your duties, or (B) the willful engaging by you in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes of this Subsection 3(ii), no act, or failure to act, on your part shall be deemed " willful" unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in the best interest of the Company. Notwithstanding the foregoing, you shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters ( 3 / 4 ) of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to you and an opportunity for you, together with your counsel, to be heard before the Board), finding that in the good faith opinion of the Board you were guilty of conduct set forth above in clauses (A) or (B) of the first sentence of this Subsection 3(ii) and specifying the particulars thereof in detail; provided that, in the event of a dispute concerning the application of this provision, no claim by the Company that Cause exists shall be given effect unless the Company establishes in a legal proceeding by clear and convincing evidence that Cause exists.


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(iii) Good Reason . You shall be entitled to terminate your employment for Good Reason. For purposes of this Agreement, " Good Reason" shall mean: without your express written consent, the occurrence after a change in control or after a potential change in control of the Company of any of the following circumstances unless, in the case of paragraphs (A), (E), (F), (G) or (H), such circumstances are fully corrected prior to the Date of Termination specified in the Notice of Termination, as defined in Subsections 3(v) and 3(iv), respectively, given in respect thereof:

(A) the assignment to you of any duties materially inconsistent with your status as an executive officer of the Company, or a substantial adverse alteration in the nature or status of your responsibilities from those in effect immediately prior to the change in control or potential change in control of the Company; provided, however, that a change in the Company' s status from a public company to a private company does not in and of itself constitute a substantial adverse alteration unless such change results in a material diminution in your authority, duties or responsibilities;

(B) a reduction by the Company in your annual base salary as in effect on the date of the change in control or potential change in control of the Company;

(C) the Company' s requiring that your principal place of business be at an office located more than 50 miles from where your principal place of business is located immediately prior to the change in control or potential change in control of the Company, except for required travel on the Company' s business to an extent substantially consistent with your business travel obligations immediately prior to the change in control or potential change in control of the Company;

(D) the failure by the Company, without your consent, to pay to you any portion of your current compensation, or to pay to you any portion of an installment of deferred compensation under any deferred compensation program of the Company, within seven (7) days of the date such compensation is due;

(E) the failure by the Company to continue in effect any compensation plan in which you participate immediately prior to the change in control or potential change in control of the Company which is material to your total compensation, including but not limited to the Ryerson Annual Incentive Plan (the " Annual Incentive Plan" ), Ryerson 2002 Incentive Stock Plan and any predecessor or successor thereto (collectively, the " Incentive Stock Plans" ), Ryerson Nonqualified Savings


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Plan (the " Nonqualified Savings Plan" ), or the Ryerson Savings Plan (the " Savings Plan" ) or any substitute or alternative plans adopted prior to the change in control or potential change in control of the Company, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue your participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, including, but not limited to, in terms of the amount of benefits provided, the level of your participation relative to other participants, and benefit opportunities, as existed at the time of the change in control or potential change in control of the Company;

(F) the failure by the Company to continue to provide you with benefits substantially similar to those enjoyed by you under any of the Company' s defined contribution plans, life insurance, medical, dental, or short-term and long term disability plans or programs in which you were participating at the time of the change in control or potential change in control of the Company, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive you of any material fringe benefit enjoyed by you at the time of the change in control or potential change in control of the Company, or the failure by the Company to provide you with the number of paid vacation days to which you are entitled on the basis of years of service with the Company in accordance with the Company' s normal vacation policy in effect at the time of the change in control or potential change in control of the Company;

(G) the failure of RYERSON to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 10 hereof; or

(H) any purported termination of your employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Subsection 3(iv) below (and, if applicable, the requirements of Subsection 3(ii) above); for purposes of this Agreement, no such purported termination shall be effective.

Your right to terminate your employment pursuant to this Section 3 shall not be affected by your incapacity due to physical or mental illness. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. For purposes of any determination regarding the existence of Good Reason, any claim by you that Good Reason exists shall be presumed to be correct unless the Company establishes in a legal proceeding by clear and convincing evidence that Good Reason does not exist. (iv) Notice of Termination . Any purported termination of your employment by the Company or by you shall be communicated by written Notice


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of Termination to the other party hereto in accordance with Section 11 hereof. For purposes of this Agreement, a " Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated.

(v) Date of Termination, Etc. " Date of Termination" shall mean (A) if your employment is terminated for Disability, thirty (30) days after Notice of Termination is given (provided that you shall not have returned to the full-time performance of your duties during such thirty (30) day period), and (B) if your employment is terminated pursuant to Subsection 3(ii) or 3(iii) above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Subsection 3(ii) above shall not be less than thirty (30) days, and in the case of a termination pursuant to Subsection 3(iii) above shall not be less than fifteen (15) nor more than sixty (60) days, respectively, from the date such Notice of Termination is given); provided that if within fifteen (15) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this proviso), the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the termination, the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected) but shall be deemed to be within the twenty-four (24) month period following a change in control or potential change in control of the Company; provided further that the Date of Termination shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue you as a participant in all compensation, benefit and insurance plans and programs in which you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this Subsection 3(v). Amounts paid under this Subsection 3(v) are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.

4. Compensation Upon and Following a Change in Control or Potential Change in Control . (i) Entitlements Upon a Change in Control . If you are employed by the Company at the time of a change in control of the Company, you shall be entitled to the following benefits:


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(A) Stock Option Change in Control Payment . You shall receive an amount equal to the product of (x) the amount, if any, by which the Change in Control Price, as defined below, exceeds the closing price of a share of common stock of RYERSON as reported on the New York Stock Exchange Composite Transactions (or, where RYERSON Shares, as defined below, are no longer listed on the New York Stock Exchange, the closing price of a share of common stock of RYERSON on such other established securities market on which the common stock of RYERSON is traded) on the last trading date prior to the change in control of the Company and (y) the number of shares of RYERSON common stock covered by all stock options granted to you under RYERSON' s stock option plans (" Options" ) that you hold on the date of the change in control of the Company. The Compensation Committee shall determine, in its sole discretion, whether the amount provided by this Subsection 4(i)(A) is to be paid to you in cash or in shares of common stock of Ryerson. Where the Compensation Committee determines that you are to be paid in Ryerson common stock, you shall receive the whole number of shares of Ryerson common stock obtained by dividing the amount provided by this Subsection 4(i)(A) by the closing price of a share of common stock of RYERSON as reported on the New York Stock Exchange Composite Transactions (or, where RYERSON Shares are no longer listed on the New York Stock Exchange, the closing price of a share of common stock of RYERSON on such other established securities market on which the common stock of RYERSON is traded) on the last trading date prior to the change in control of the Company (plus cash in lieu of any fractional share).

For purposes of this Agreement, the " Change in Control Price" means: (1) with respect to a merger or consolidation of RYERSON described in Subsection 2(i)(C) in which the consideration per share of RYERSON' s 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; (2) with respect to a change in control of the Company by reason of an acquisition of voting securities described in Subsection 2(i)(A), the highest price per share for any share of RYERSON' s common stock paid by any holder of any of the securities representing 20% or more of the combined voting power of RYERSON giving rise to the change in control of the Company; and (3) with respect to a change in control of the Company by reason of a merger or consolidation of RYERSON (other than a merger or consolidation described in clause (1) next above), stockholder approval of an agreement or plan described in Subsection 2(i)(D) or a change in the composition of the Board described in Subsection 2(i)(B), the average of the closing prices per share of common stock of Ryerson reported on the New York Stock Exchange Composite Transactions (or, if such shares are not traded on the New York Stock Exchange, such other established securities market on which such shares are traded) for the sixty (60) day period ending on the date immediately prior to the date such change in control of the Company occurs.

(B) Stock Options: Vesting and Rollover or Settlement . Notwithstanding anything in the Company' s stock option plans or any


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stock option agreements thereunder to the contrary, all of your Options shall vest, whether or not otherwise exercisable. At your election, the Options shall remain outstanding (unless otherwise prohibited by the terms of the documents governing the change in control of the Company), or shall be settled in either shares of common stock of RYERSON (such shares along with, where applicable, shares of common stock of any successor to RYERSON are referred to herein as " RYERSON Shares" ) or cash, as provided below. The Compensation Committee shall determine, in its sole discretion, whether Options are to be settled in RYERSON Shares or cash.

(a) If the Compensation Committee determines to settle your Options in cash, you shall receive: an amount in cash equal to the product of (i) the excess of (x) the closing price of a RYERSON Share as reported on the New York Stock Exchange Composite Transactions (or, where RYERSON Shares are no longer listed on the New York Stock Exchange, the closing price of a RYERSON Share reported on such other established securities market on which RYERSON Shares are traded) on the last trading date prior to the change in control of the Company, over (y) the per share exercise price of each Option then held by you (whether or not then fully exercisable), and (ii) the number of RYERSON Shares covered by your Options; and

(b) If the Compensation Committee determines to settle your Options in RYERSON Shares, you shall receive a whole number of RYERSON Shares equal to: the quotient of (x) the amount of cash determined pursuant to subparagraph (a) above, divided by (y) the closing price of a RYERSON Share as reported on the New York Stock Exchange Composite Transactions (or, where RYERSON Shares are no longer listed on the New York Stock Exchange, the closing price of a RYERSON Share reported on such other established securities market on which RYERSON Shares are traded) on the last trading date prior to the change in control of the Company; plus cash in lieu of any fractional share; (C) Restricted Stock . To the extent not otherwise vested in accordance with the terms and conditions of the Incentive Stock Plans, you shall be fully vested in any restricted shares issued thereunder.

(D) Performance Share Awards . Any performance award that has not been settled prior to or as of the effective date of the change in control of the Company will be cashed out and you will be paid an amount


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equal to (i) the Change in Control Price, multiplied by (ii) the number of Performance Share Units based on the greater of 100% of target performance measure attainment and actual performance measure attainment, and further multiplied by (iii) a fraction, the denominator of which is the number of months in the performance cycle, and the numerator of which is the number of whole months (rounded up, if not a multiple of 12, to the number that is the number of months that is the next highest multiple of 12) of the performance cycle elapsed prior to the date of the change in control of the Company; provided, however, that if the Company' s market capitalization as of the date of the change in control of the Company is less than $250 million, clause (ii) above shall provide " (ii) the number of performance share units based on 30% of target performance measure attainment, and further multiplied by" . In determining whether target or actual performance measure attainments are greater, calculations of actual performance measure attainments for any year of the performance cycle that has not yet then concluded, if applicable, shall be determined based on the average actual performance in respect of those full months that have elapsed during the then-current year of the performance cycle as of the effective date of the change in control of the Company; provided that if the change in control of the Company occurs in the first calendar quarter of a year, the actual performance measure attainment for such year shall be deemed to be the actual performance measure attainment for the immediately preceding year. Notwithstanding the forgoing, any payments with respect to any performance award that you elected to defer pursuant to the terms of the 2002 Incentive Stock Plan shall not be accelerated by this Subsection 4(i)(D).

(ii) Termination Other Than For Cause; Termination by You for Good Reason . Subject to the terms and conditions of this Agreement, including without limitation, Sections 6 through 9 hereof, in the event (x) a change in control of the Company or potential change in control of the Company, each as defined in Section 2 hereof, shall have occurred, and your employment is subsequently terminated during the term of this Agreement by the Company (other than for Cause, Disability, death or Retirement) or by you for Good Reason or (y) your employment is terminated by the Company (other than for Cause, Disability, death or Retirement) during the term of this Agreement prior to a change in control of the Company or potential change in control of the Company at the request of any person as part of or in connection with a proposed transaction that could constitute a potential change in control of the Company or a change in control of the Company, provided that in the case of (y) there occurs either a change in control of the Company or potential change in control of the Company within 12 months following such termination, you shall be entitled to the following benefits:

(A) Base Salary . The Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time


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Notice of Termination is given, plus all other amounts to which you are entitled under any compensation plan or program of the Company, at the time such payments are due, except as otherwise provided below.

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