Settlement and Release Agreement – Edmund L. Ponko, Jr.

Cash Payments:

Health Care Coverage: Until the earlier of (i) the Payment Period and for the one calendar month immediately following the Payment Period, or (ii) such time as the Employee is eligible to receive health care coverage from a new employer, the Company will waive the cost to the Employee (except currently applicable employee co-pay) for health care coverage for the Employee and his eligible dependents whether Employee elects to receive such coverage under the Company’s health coverage pursuant to COBRA and/or the Company’s retiree health care coverage. Employee is eligible to purchase retiree health care coverage, so long as the appropriate election forms are completed and submitted within 30 days of the effective date of termination. Questions regarding this option should be directed to ▇▇▇▇▇ ▇▇▇▇ (614-840-3639).

Deferred Profit Sharing Plan: Employee’s Deferred Profit Sharing Plan account is 100% vested. Employee is eligible for a regular company contribution through the effective date of termination, and no further contributions will be made thereafter. Employee’s eligibility to make voluntary employee contributions will terminate on the effective date of Employee’s termination. Any existing Wellness or Plan Credits designated as a DPSP contribution will default to taxable cash through the end of the severance period or the end of the current calendar year should the severance period extend beyond the current calendar year. Distribution of DPSP account values will be made in accordance with the provisions of the Plan. Questions regarding Deferred Profit Sharing should be directed to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ at ▇▇▇ ▇▇▇-▇▇▇▇. Additionally, you may contact ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to discuss the distribution of your Non-qualified Deferred Compensation Plan (NQ Plan) account. Distribution of your NQ Plan account

will be made in accordance with such plans and applicable regulations, including, without limitation, Section 409A of the Internal Revenue Code and regulations issued thereunder.

Other Benefit Plans: The Employee Assistance Program discontinues at the end of the month of Employee’s termination. Participation in the following voluntary, employee-paid plans – dental, supplemental life, child life, flexible spending accounts – will continue until December 31, 2007. Benefits under all other plans, including life insurance, supplemental life, and short/long term disability, will terminate on the effective date of Employee’s termination.

Stock Options: Any stock options which are currently vested may be exercised in accordance with the plan’s provisions for retirement. Questions regarding stock options should be directed to ▇▇▇▇ ▇▇▇▇▇▇ at ▇▇▇-▇▇▇-▇▇▇▇.

Outplacement Services: The Company, at its expense, will pay the fee for the approved outplacement services. (Right Management’s 6 month Executive Services).

Miscellaneous Company Property: All Company items, including keys, credit cards, parking stickers, laptops, cell phone, etc. must be returned upon request of the Company.

Confidentiality/Non-Competition Agreement: The provisions of the Employee’s existing confidentiality and non-competition agreement dated 1/17/99 are reconfirmed, except that section 2 thereof is amended to read as follows:

Release of Claims: Employee, on behalf of himself, his heirs, executors, assigns and representatives, hereby releases the Company and its affiliates, and their respective officers, directors, shareholders, employees and agents, from any and all claims, demands, suits, or causes of action, known or unknown, arising out of his employment with the Company or his termination from employment with the Company. This Release specifically includes claims under Title VII, Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, Family Medical Leave Act, Fair Labor Standards Act and any

other state or federal employment-related laws or regulations, and any wrongful discharge, discrimination or other employment-related claims, including claims based in tort and express or implied contract. Employee acknowledges 1) he has been furnished time to consider whether or not to sign this Release, 2) this Release is written in plain language understood by Employee, 3) Employee has been, and hereby is, encouraged to consult with an attorney prior to signing this document, 4) the payment received in exchange for this Release is sufficient additional consideration for the Release and 5) this Release only applies to claims or occurrences which exist on or prior to the Employee’s signature hereon. Employee is not waiving any rights (1) that cannot be waived by law but does forever waive his right to recover any damages should any local, state, or federal agency ever pursue a claim on his behalf against the released parties relating to any matter concerning his employment or separation from employment with the Company, (2) that apply to any claim Employee may make for expense reimbursement, workers compensation, under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) (3) that relate to any claim for indemnification by the Employee under the Company’s by-laws or any insurance policy covering officers, employees and/or directors of the Company and/or (4) to enforce the provisions of this Agreement.

Notice of Concerns and Assistance: Employee represents that he has disclosed to appropriate officers of the Company any information or concerns he has concerning potential liabilities or contingencies with respect to the Company and which are not reflected in its financial books and records. Employee agrees to provide reasonable assistance to the Company and its affiliates in any litigation related to matters in which the Employee has knowledge or was involved during his employment with the Company.

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio.

Effective Date: Employee acknowledges that he has been offered a period of at least twenty one (21) days during which to review and consider this Agreement and shall have seven (7) days after the date hereof within which to revoke this Agreement by notice to the Company (“Revocation Period”), with this Agreement not becoming effective until the Revocation Period has expired. If Employee chooses to sign this Agreement in advance of the expiration of 21 days, Employee voluntarily waives the balance of that period. Employee understands that the Company’s offer is only valid for and must be accepted within twenty-one (21) days from the date of delivery of this Agreement to Employee. Employee understands that revocation of this Agreement must be in writing to ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Secretary, Worthington Industries, Inc., ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, fax number ▇▇▇-▇▇▇-▇▇▇▇.