(Rule 14a-101)

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o		Preliminary Proxy Statement
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x		Definitive Proxy Statement
o		Definitive Additional Materials
o		Soliciting Material Pursuant to § 240.14a-12

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200 Old Wilson Bridge Road
Columbus, OH 43085

August 15, 2008

Dear Fellow Shareholders:

     On behalf of the Board of Directors and employees of Worthington Industries, Inc. (the “Company”), I cordially invite all shareholders to be present at the 2008 Annual Meeting of Shareholders (the “Annual Meeting”) of the Company to be held on Wednesday, September 24, 2008, at Worthington Industries Headquarters, 200 Old Wilson Bridge Road, Columbus, Ohio 43085, beginning at 2:00 p.m., Eastern Daylight Time. I hope that you will all be able to attend and participate in the Annual Meeting, at which time we will have the opportunity to review the business and operations of our Company.

     Details of the business to be conducted at the Annual Meeting are provided in the accompanying Notice of Annual Meeting of Shareholders and Proxy Statement, which you are urged to read carefully. The Company’s Annual Report to Shareholders is also being delivered to you and provides additional information regarding the financial results of the Company during the fiscal year ended May 31, 2008. If you were a shareholder of record at the close of business on August 1, 2008, you are entitled to vote in person or by proxy at the Annual Meeting.

     It is important that your Common Shares be voted on matters that come before the Annual Meeting. Whether or not you plan to attend the Annual Meeting, I urge you to participate by completing, signing, dating and returning your proxy card in the envelope provided. The prompt return of your proxy card will help ensure that as many Common Shares as possible are represented at the Annual Meeting. Alternatively, registered shareholders may transmit voting instructions for their Common Shares electronically through the Internet or by telephone by following the simple instructions on the proxy card. For those shareholders unable to attend the Annual Meeting, a live audio webcast will be available via Internet link at www.worthingtonindustries.com.

     Your continuing interest in our Company is greatly appreciated and, on behalf of the Board of Directors and management, I look forward to personally greeting those shareholders able to attend the Annual Meeting.

		Sincerely,
		/s/ JOHN P. McCONNELL JOHN P. McCONNELL Chairman of the Board and Chief Executive Officer

TABLE OF CONTENTS

		Page
Proxy Statement			1
General Information about Voting			1
Security Ownership of Certain Beneficial Owners and Management			3
Corporate Governance			7
Proposal 1: Election of Directors			11
Transactions with Certain Related Persons			19
Executive Compensation			22
Compensation of Directors			48
Equity Compensation Plan Information			51
Proposal 2: Approval of the Worthington Industries, Inc. Annual Incentive Plan for Executives			53
Proposal 3: Reapproval of Material Terms of Performance Goals under the Worthington Industries, Inc. 1997 Long-Term Incentive Plan			58
Proposal 4: Ratification of the Appointment of Independent Registered Public Accounting Firm			69
Proposal 5: Shareholder Proposal			69
Audit Committee Matters			72
Householding of Annual Meeting Materials			74
Shareholder Proposals			75
Future Electronic Access to Proxy Materials and Annual Report			75
Annual Report on Form 10-K			76
Other Business			76
Appendix I — Worthington Industries, Inc. Annual Incentive Plan For Executives			I-1
Appendix II — Worthington Industries, Inc. 1997 Long-Term Incentive Plan			II-1

i

WORTHINGTON INDUSTRIES, INC.
200 Old Wilson Bridge Road, Columbus, Ohio 43085
(614) 438-3210

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Important Notice Regarding the Availability of Proxy Materials for the Annual
Meeting of Shareholders of Worthington Industries, Inc. to be Held on September 24, 2008

TO OUR SHAREHOLDERS:

     Under new Securities and Exchange Commission rules, you are receiving this Notice that the proxy materials for the Annual Meeting of Shareholders (the “Annual Meeting”) of Worthington Industries, Inc. (the “Company”) are available on the Internet. The Company’s Proxy Statement for the Annual Meeting, a sample of the form of proxy sent or given to shareholders by the Company, and the Company’s Annual Report to Shareholders for the fiscal year ended May 31, 2008 are available at www.proxyvote.com.

     The Annual Meeting of the Company will be held at 2:00 p.m., Eastern Daylight Time, on Wednesday, September 24, 2008, at Worthington Industries Headquarters located at 200 Old Wilson Bridge Road, Columbus, Ohio 43085. For those shareholders unable to attend in person, a live audio webcast will be available via Internet link at www.worthingtonindustries.com. The Annual Meeting is being held for the following purposes:

	(1)		To elect three directors, each to serve for a term of three years to expire at the 2011 Annual Meeting of Shareholders;
	(2)		To approve the Worthington Industries, Inc. Annual Incentive Plan for Executives;
	(3)		To reapprove material terms of performance goals under the Worthington Industries, Inc. 1997 Long-Term Incentive Plan;
	(4)		To ratify the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending May 31, 2009;
	(5)		To consider and act upon the shareholder proposal described in the accompanying Proxy Statement, if such proposal is properly presented for consideration at the Annual Meeting; and
	(6)		To transact any other business which properly comes before the Annual Meeting or any adjournment.

     Your Board of Directors recommends that you vote: (i) “FOR” the election of each of the three director nominees listed in the Company’s Proxy Statement for the Annual Meeting under the caption “PROPOSAL 1: ELECTION OF DIRECTORS”; (ii) “FOR” the approval of the Worthington Industries, Inc. Annual Incentive Plan for Executives as described in the Company’s Proxy Statement under the caption “PROPOSAL 2: APPROVAL OF THE WORTHINGTON INDUSTRIES, INC. ANNUAL INCENTIVE PLAN FOR EXECUTIVES”; (iii) “FOR” the reapproval of material terms of performance goals under the Worthington Industries, Inc. 1997 Long-Term Incentive Plan as described in the Company’s Proxy Statement under the caption “PROPOSAL 3: REAPPROVAL OF MATERIAL TERMS OF PERFORMANCE GOALS UNDER THE WORTHINGTON INDUSTRIES, INC. 1997 LONG-TERM INCENTIVE PLAN”; (iv) “FOR” the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2009 as described in the Company’s Proxy Statement under the caption “PROPOSAL 4: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM”; and

(v) “AGAINST” the adoption of the shareholder proposal described in the Company’s Proxy Statement under the caption “PROPOSAL 5: SHAREHOLDER PROPOSAL” if such proposal is properly presented for consideration at the Annual Meeting.

     If you were a shareholder of record, as shown by the transfer books of the Company, at the close of business on August 1, 2008, you are entitled to receive notice of, and to vote at, the Annual Meeting. A copy of the Company’s 2008 Annual Report to Shareholders accompanies this Notice.

     This Notice also constitutes notice of the 2008 Annual Meeting of Shareholders of the Company.

     WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN AND DATE THE ACCOMPANYING PROXY CARD AND RETURN IT IN THE POSTAGE-PAID ENVELOPE PROVIDED AS PROMPTLY AS POSSIBLE. ALTERNATIVELY, REFER TO THE INSTRUCTIONS ON THE PROXY CARD TO TRANSMIT YOUR VOTING INSTRUCTIONS ELECTRONICALLY VIA THE INTERNET OR BY TELEPHONE. Returning the proxy card or transmitting your voting instructions electronically does not deprive you of your right to attend the Annual Meeting and to vote your Common Shares in person in respect of the matters to be acted upon at the Annual Meeting.

		By Order of the Board of Directors,
		/s/ Dale T. Brinkman Dale T. Brinkman Secretary

August 15, 2008

     To obtain directions to attend the Annual Meeting and vote in person, please call Kim Bertino of Worthington Industries Investor Relations, at (614) 840-4082.

WORTHINGTON INDUSTRIES, INC.
200 Old Wilson Bridge Road
Columbus, Ohio 43085
(614) 438-3210
www.worthingtonindustries.com

PROXY STATEMENT

Dated August 15, 2008

FOR THE ANNUAL MEETING OF SHAREHOLDERS

To Be Held On September 24, 2008

GENERAL INFORMATION ABOUT VOTING

     This Proxy Statement, along with the accompanying proxy card, is being furnished to shareholders of Worthington Industries, Inc. (the “Company”) in connection with the solicitation of proxies, on behalf of the Board of Directors of the Company (the “Board”), for use at the Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Wednesday, September 24, 2008, at 2:00 p.m., Eastern Daylight Time, or any adjournment thereof. The Annual Meeting will be held at Worthington Industries Headquarters located at 200 Old Wilson Bridge Road, Columbus, Ohio. This Proxy Statement summarizes information you will need in order to vote.

     As used in this Proxy Statement, 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. Other than Common Shares, there are no voting securities of the Company outstanding.

Voting at the Annual Meeting

     Only shareholders of record at the close of business on August 1, 2008 (the “Record Date”) are entitled to receive notice of, and to vote at, the Annual Meeting. The Company is first sending or giving this Proxy Statement and the accompanying proxy card to those shareholders on or about August 15, 2008. The total number of issued and outstanding Common Shares on the Record Date entitled to vote at the Annual Meeting was 78,796,498. Each shareholder is entitled to one vote on each matter voted upon at the Annual Meeting for each Common Share held. Shareholders do not have cumulative voting rights in the election of directors.

     To ensure that your Common Shares will be voted at the Annual Meeting, please complete, sign, date and promptly return the accompanying proxy card. A return envelope, which requires no postage if mailed in the United States, has been provided for your use. Alternatively, shareholders may transmit voting instructions electronically via the Internet or by using the toll-free telephone number listed 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 23, 2008. The Internet and telephone voting procedures are designed to authenticate shareholders’ identities, to allow shareholders to give their voting instructions, and to confirm that shareholders’ voting instructions have been properly recorded. Shareholders voting through the Internet should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies, that such shareholders will bear.

     Those Common Shares represented by properly executed proxy cards that are received prior to the Annual Meeting and not revoked, or by properly authenticated voting instructions transmitted electronically via the Internet or by telephone prior to the deadline for transmitting those instructions and not revoked, will be voted as directed by the shareholders. The Common Shares represented by all valid forms of proxy received prior to the Annual Meeting which do not specify how the Common Shares should be voted will be voted as recommended by the Board, except in the case of broker non-votes, where applicable, as follows: (i) “FOR” the election of each of the three director nominees listed below under the caption “PROPOSAL 1: ELECTION OF DIRECTORS”; (ii) “FOR” approval of the Worthington Industries, Inc. Annual Incentive Plan for Executives as described below under the caption “PROPOSAL 2: APPROVAL OF THE WORTHINGTON INDUSTRIES, INC. ANNUAL INCENTIVE PLAN FOR EXECUTIVES”; (iii) “FOR” the reapproval of the material terms of the performance goals under the Worthington Industries, Inc. 1997 Long-Term Incentive Plan, as described below under the caption “PROPOSAL 3: REAPPROVAL OF MATERIAL TERMS OF PERFORMANCE GOALS UNDER THE WORTHINGTON INDUSTRIES, INC. 1997 LONG-TERM INCENTIVE PLAN”; (iv) “FOR” the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2009 as described below under the caption “PROPOSAL 4: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM”; and (v) “AGAINST” the adoption of the shareholder proposal described below under the caption “PROPOSAL 5: SHAREHOLDER PROPOSAL”, if such proposal is properly presented for consideration at the Annual Meeting. No appraisal rights exist for any action proposed to be taken at the Annual Meeting.

Voting of Common Shares Held in “Street Name”

     If you hold your Common Shares in “street name” with a broker/dealer, financial institution or other holder of record, you may be eligible to provide voting instructions to the holder of record electronically via the Internet or telephonically, but are urged to carefully review the information provided to you by the holder of record. This information will describe the procedures to be followed in instructing the holder of record how to vote the “street name” Common Shares and how to revoke previously-given instructions. If you hold your Common Shares in “street name” and do not provide voting instructions to your broker/dealer within the required time frame before the Annual Meeting, your broker/dealer will have the discretion to vote your Common Shares on matters that the New York Stock Exchange (“NYSE”) has determined are routine, such as the uncontested election of directors and the ratification of the appointment of the Company’s independent registered public accounting firm. However, your broker/dealer will not have the discretion to vote your Common Shares on non-routine matters, including approval of the Worthington Industries, Inc. Annual Incentive Plan for Executives, reapproval of the material terms of the performance goals under the Worthington Industries, Inc. 1997 Long-Term Incentive Plan, and the shareholder proposal described in this Proxy Statement (if that proposal is properly presented for consideration at the Annual Meeting), without specific instructions from you.

Solicitation of Proxies

     Proxies will be solicited by mail and may be further solicited by additional mailings, personal contact, telephone, electronic mail, facsimile or telegraph by directors, officers and employees of the Company, none of whom will receive additional compensation for such solicitation activities. In addition, the Company has retained Broadridge Financial Solutions (formerly ADP), located in Edgewood, New York, to aid in the solicitation of proxies with respect to Common Shares held by broker/dealers, financial institutions and other custodians, fiduciaries and nominees, for a fee of approximately $1,000, plus out-of-pocket expenses. The Company will reimburse its transfer agent, National City Bank, as well as broker/dealers, financial institutions and other custodians, fiduciaries and nominees, who are record holders of Common Shares not beneficially owned by them, for their reasonable costs in forwarding proxy materials to the beneficial owners of the Common Shares entitled to vote at the Annual Meeting. The Company will bear the costs of preparing, assembling, printing and mailing this Proxy Statement, the accompanying proxy card and any other related materials, as well as all other costs incurred in connection with the solicitation of proxies on behalf of the Board, other than the Internet access fees and telephone service fees described above.

Right to Revoke Proxy

     You may revoke your proxy at any time before it is actually voted at the Annual Meeting by giving written notice of revocation to the Secretary of the Company, by accessing the Internet site or using the toll-free number stated on the proxy card and electing revocation as instructed or, if you are a registered shareholder, by attending the Annual Meeting and giving notice of revocation in person. You may also change your vote 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 site or by voting by telephone using the toll-free telephone number stated on the proxy card at a later date. Attending the Annual Meeting will not, in itself, constitute revocation of your previously-appointed proxy.

Quorum and Tabulation of Voting Results

     The results of shareholder voting will be tabulated by the inspector of election appointed by the Board for the Annual Meeting. A quorum for the Annual Meeting is one-third of the outstanding Common Shares entitled to vote at the Annual Meeting. Common Shares represented by properly-executed proxy cards returned to the Company prior to the Annual Meeting or represented by properly-authenticated electronic votes recorded through the Internet or by telephone will be counted toward the establishment of a quorum for the Annual Meeting whether they are marked “Abstain,” “Against,” “For,” “For All,” “Withhold All,” “For All Except,” or not at all. “Broker non-votes” are Common Shares held of record by broker/dealers, financial institutions or other holders of record which are present in person or by proxy at the Annual Meeting, but which are not voted because instructions have not been received from the beneficial owner of such Common Shares with respect to a particular matter over which the record holder does not have discretionary voting authority. Broker non-votes are counted toward the establishment of a quorum.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table furnishes as of the Record Date (unless otherwise noted below), with respect to each person who is known to the Company to be the beneficial owner of more than 5% of the outstanding Common Shares of the Company, the name and address of such owner and the number and percentage of Common Shares beneficially owned (as determined under Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

		Amount and				Percent of
		Nature of				Outstanding
Name and Address of Beneficial Owner		Beneficial Ownership				Common Shares (1)
John P. McConnell
200 Old Wilson Bridge Road
Columbus, OH 43085			19,207,523	(2)			24.1	%
Southeastern Asset Management, Inc.
Longleaf Partners Small-Cap Fund
O. Mason Hawkins
6410 Poplar Ave., Suite 900
Memphis, TN 38119			8,206,238	(3)			10.4	%

     The following table furnishes the number and percentage of outstanding Common Shares beneficially owned (as determined under Rule 13d-3 under the Exchange Act) by: (a) each current director of the Company; (b) each of the Company’s director nominees; (c) each individual named in the “Summary Compensation Table for Fiscal 2008 and Fiscal 2007” (the “named executive officers” or “NEOs”); and (d) all current directors and executive officers of the Company as a group, in each case as of the Record Date. The address of each of the current executive officers and directors of the Company is c/o Worthington Industries, Inc., 200 Old Wilson Bridge Road, Columbus, Ohio 43085.

		Amount and Nature of
		Beneficial Ownership(1)
		Number of Common Shares
		Presently Held and Which
		Can Be Acquired Upon								Theoretical Common
		Exercise of Options				Percent of				Shares Credited to
		Currently Exercisable or				Outstanding				Accounts in the
		Which Will First Become				Common Shares				Company’s Deferred
Name of Beneficial Owner		Exercisable Within 60 Days				(2)				Compensation Plans (3)
John B. Blystone			39,230	(4)(5)			*
John S. Christie (6)			428,530	(7)			*				3,119
William S. Dietrich, II			34,600	(4)(8)			*
Michael J. Endres			94,700	(4)(9)			*				29,910
Harry A. Goussetis (6)			99,996	(10)			*				6,562
Peter Karmanos, Jr.			82,600	(4)(11)			*				36,725
John R. Kasich			32,600	(4)(12)			*				16,508
John P. McConnell (6)			19,207,523	(13)			24.1	%
Carl A. Nelson, Jr.			26,600	(4)(14)			*
Sidney A. Ribeau			32,600	(4)(15)			*				4,137
Mark A. Russell (6)			27,026	(16)			*				6,136
Mary Schiavo			36,611	(4)(17)			*
George P. Stoe (6)			125,370	(18)			*				22,471
All Current Directors and Executive Officers as a Group (19 people)			20,829,797	(19)			25.7	%			136,360

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Exchange Act requires that the Company’s directors and executive officers and greater-than-10% beneficial owners of the Company’s outstanding Common Shares file reports with the SEC reporting their initial beneficial ownership of Common Shares and any subsequent changes in their beneficial ownership. Specific due dates for such reports have been established by the SEC and the Company is required to disclose in this Proxy Statement any late report or known failure to file a required report. To the Company’s knowledge, based solely on a review of the copies of the reports furnished to the Company and written representations that no other reports were required, the Company believes that, during the fiscal year ended May 31, 2008 (“Fiscal 2008”), all Section 16(a) filing requirements applicable to the Company’s directors and executive officers and greater-than-10% beneficial owners of the Company’s outstanding Common Shares were complied with, except for one late Form 4 filing made by John P. McConnell reporting two transactions relating to his acquisition of beneficial ownership of certain Common Shares following the death of his father, John H. McConnell.

CORPORATE GOVERNANCE

Corporate Governance Guidelines

     Upon the recommendation of the Nominating and Governance Committee, in accordance with applicable sections of the NYSE Listed Company Manual (the “NYSE Rules”), the Board has adopted the Board of Directors Corporate Governance Guidelines (the “Corporate Governance Guidelines”) to promote the effective functioning of the Board and its committees and to reflect the Company’s commitment to the highest standards of corporate governance. The Board, with the assistance of the Nominating and Governance Committee, periodically reviews the Corporate Governance Guidelines to ensure they are in compliance with all applicable requirements.

     The Corporate Governance Guidelines are available on the “Corporate Governance” page of the “Investor Relations” section of the Company’s web site at www.worthingtonindustries.com. Shareholders and other interested persons may also obtain a copy of the Corporate Governance Guidelines, without charge, by writing to the Investor Relations Department of the Company at Worthington Industries, Inc., 200 Old Wilson Bridge Road, Columbus, Ohio 43085, Attention: Allison M. Sanders, Director of Investor Relations.

Code of Conduct

     In accordance with applicable NYSE Rules and the applicable rules and regulations of the SEC (the “SEC Rules”), the Board adopted the Worthington Industries, Inc. Code of Conduct (the “Code of Conduct”), which is available on the “Corporate Governance” page of the “Investor Relations” section of the Company’s web site at www.worthingtonindustries.com. Alternatively, shareholders and other interested persons may obtain a copy of the Code of Conduct, without charge, by writing to the Investor Relations Department of the Company at Worthington Industries, Inc., 200 Old Wilson Bridge Road, Columbus, Ohio 43085, Attention: Allison M. Sanders, Director of Investor Relations.

Director Independence

     Pursuant to the Corporate Governance Guidelines, a director is determined to be independent if he or she is independent of management and has no material relationship with the Company either personally or as a partner, shareholder or officer of an organization that has such a relationship with the Company, as affirmatively determined by the Board. The Board observes any additional criteria for independence established by NYSE or other governing laws and regulations.

     The Board has been advised of the nature and extent of any direct or indirect personal and business relationships between the Company (including its subsidiaries) and John B. Blystone, William S. Dietrich, II, Michael J. Endres, Peter Karmanos, Jr., John R. Kasich, Carl A. Nelson, Jr., Sidney A. Ribeau or Mary Schiavo, individually (collectively, the “Independent Directors”), or any entities for which any Independent Director is a partner, officer, employee or shareholder. The Board has reviewed, considered and discussed such relationships, and the compensation that each Independent Director receives, directly or indirectly, from the Company, in order to determine whether each Independent Director meets the independence requirements of the Corporate Governance Guidelines, the applicable NYSE Rules, and the applicable SEC Rules. The Board has affirmatively determined that (a) none of the Independent Directors has any relationship with the Company, either directly or indirectly, including, without limitation, any commercial, industrial, banking, consulting, legal, accounting, charitable or familial relationship, which: (i) may interfere with his or her independence from management and the Company or the exercise of his or her independent judgment; (ii) would be inconsistent with a determination of independence under applicable NYSE Rules and SEC Rules or (iii) would impair his or her independence under the Corporate Governance Guidelines, and that (b) each of the eight Independent Directors qualifies as an “independent director” under the Corporate Governance Guidelines. As required by applicable NYSE Rules, the eight Independent Directors represent a majority of the Company’s directors. John P. McConnell does not qualify as independent under applicable NYSE Rules or SEC Rules or the Corporate Governance Guidelines because he is an executive officer of the Company. During the period he served as a director, John S. Christie did not qualify as an Independent Director under applicable NYSE Rules or SEC Rules or the Corporate Governance Guidelines because he was also then serving as an executive officer of the Company.

     Barring any unusual circumstances, the Board has determined that a director’s independence would not be impaired if: (a) the director is an executive officer or an employee (or his or her immediate family member is an executive officer or employee) of a company that makes payments to, or receives payments from, the Company for property or services performed in the ordinary course of business in an amount which, in any single fiscal year, does not exceed the greater of $1 million or 2% of the Company’s or such other company’s consolidated gross revenues; (b) the Company makes contributions to a charitable organization for which the director (or his or her immediate family member) serves as an executive officer if the contributions, in any single fiscal year, do not exceed the greater of $1 million or 2% of such charitable organization’s consolidated gross revenues; or (c) the Company uses facilities (dining, clubs, etc.) in which the director is a greater than 5% owner if charges to the Company are consistent with charges paid by others and are fair, reasonable, and consistent with similar services available for similar facilities.

     The Board specifically considered a number of circumstances in the course of reaching the conclusion that each of the Independent Directors qualifies as independent under the Corporate Governance Guidelines as well as applicable NYSE Rules and SEC Rules, including the relevant relationships described below under the caption “TRANSACTIONS WITH CERTAIN RELATED PERSONS” beginning on page 19 of this Proxy Statement, as well as the fact that William S. Dietrich, II retired from his employment with the Company effective as of June 1, 2003, more than five years ago.

Lead Independent Director

     The Board has a Lead Independent Director whose purpose is to serve as a channel of communication between the Company’s directors who are not employees of the Company (“non-employee directors”), each of whom also qualifies as an independent director, and the Chairman of the Board and Chief Executive Officer. Mr. Blystone was appointed to serve as the Company’s Lead Independent Director on January 22, 2007. A copy of the Charter of the Lead Independent Director is available on the “Corporate Governance” page of the “Investor Relations” section of the Company’s web site located at www.worthingtonindustries.com. This Charter is also available in print, without charge, by writing to the Investor Relations Department of the Company at Worthington Industries, Inc., 200 Old Wilson Bridge Road, Columbus, Ohio 43085, Attention: Allison M. Sanders, Director of Investor Relations.

     The Lead Independent Director’s responsibilities include:

	•		providing input to the Chairman of the Board and Chief Executive Officer in establishing the agenda for Board meetings;
	•		chairing executive sessions of the non-employee directors;
	•		working with the Chairman of the Board and Chief Executive Officer to ensure that the Board has adequate information and resources to support its decision-making requirements;
	•		assisting the Board, the Board’s Nominating and Governance Committee, and the officers of the Company to ensure compliance with and implementation of the Corporate Governance Guidelines; and
	•		working with the Nominating and Governance Committee and the Chairman of the Board and Chief Executive Officer to recommend the members and chairs of the various Board committees.

The Lead Independent Director also meets regularly with the Chairman of the Board and Chief Executive Officer outside of Board meetings to discuss agendas and meeting schedules, and such other Board and Company matters as they deem appropriate.

Nominating Procedures

     The Board’s Nominating and Governance Committee has responsibility for providing oversight on a broad range of issues surrounding the composition and operation of the Board, including identifying candidates qualified to become directors and recommending director nominees to the Board.

     When considering candidates for the Board, the Nominating and Governance Committee evaluates the entirety of each candidate’s credentials but does not have specific eligibility requirements or minimum qualifications which must be met by a Nominating and Governance Committee-recommended nominee. However, the Corporate Governance Guidelines provide that the retirement age for directors is 70, and a director is to submit his or her resignation to be effective at the conclusion of the three-year term immediately after attaining age 70. The Nominating and Governance Committee considers those factors it deems appropriate, including, but not limited to, judgment, skill, diversity, strength of character, experience with businesses and organizations of comparable size or scope, experience as an executive of or adviser to public and private companies, experience and skill relative to other Board members, specialized knowledge or experience, and the desirability of the candidate’s membership on the Board and any committees of the Board. Depending on the current needs of the Board, the Nominating and Governance Committee may weigh certain factors more or less heavily. The Nominating and Governance Committee does, however, believe that all members of the Board should have strong character and integrity, a reputation for working constructively with others, sufficient time to devote to Board matters, and no conflict of interest that would interfere with his or her performance as a director.

     The Nominating and Governance Committee considers candidates for the Board from any reasonable source, including shareholder recommendations, but does not evaluate candidates differently based on the source of the recommendation. Pursuant to its charter, the Nominating and Governance Committee has the authority to retain consultants and search firms to assist with the process of identifying and evaluating director candidates and to approve the fees and other retention terms for any such consultant or search firm. The Nominating and Governance Committee has never used a consultant or search firm for such purpose, and, accordingly, the Company has paid no such fees.

     Shareholders may recommend director candidates for consideration by the Nominating and Governance Committee by sending the recommendation to the Chair of the Nominating and Governance Committee, in care of the Company, to the Company’s executive offices at 200 Old Wilson Bridge Road, Columbus, Ohio 43085. The recommendation should include the candidate’s name, age, business address, residence address and principal occupation. The recommendation should also describe the qualifications, attributes, skills or other qualities possessed by the recommended director candidate. A written statement from the candidate consenting to serve as a

director, if elected, and a commitment by the candidate to meet personally with Nominating and Governance Committee members should accompany any such recommendation.

     The Board, taking into account the recommendations of the Nominating and Governance Committee, selects nominees for election as directors at each annual meeting of shareholders. In addition, shareholders wishing to nominate directors for election may do so, provided they comply with the nomination procedures set forth in the Company’s Code of Regulations and applicable SEC Rules. In order to nominate an individual for election as a director at a meeting, a shareholder must give written notice of the shareholder’s intention to make such nomination. The notice must be sent to the Company’s Secretary, either delivered in person to, or mailed to and received at, the Company’s principal executive offices at 200 Old Wilson Bridge Road, Columbus, Ohio 43085 not less than 14 days or more than 50 days prior to any meeting called for the election of directors. However, if notice or public disclosure of the date of the meeting is given or made less than 21 days prior to the meeting, the shareholder notice must be received by the Company’s Secretary not later than the close of business on the seventh day following the day on which notice of the date of the meeting was mailed or publicly disclosed. The Company’s Secretary will deliver any shareholder notice received in a timely manner to the Nominating and Governance Committee for review. Each shareholder notice must include the following information as to each individual the shareholder proposes to nominate for election or re-election as a director: (a) the name, age, business address and, if known, residence address of the proposed nominee; (b) the principal occupation or employment of the proposed nominee; (c) the number of Common Shares of the Company beneficially owned by the proposed nominee; and (d) any other information relating to the proposed nominee that is required to be disclosed concerning nominees in proxy solicitations under applicable SEC Rules, including the individual’s written consent to be named in the proxy statement as a nominee and to serve as a director, if elected. The nominating shareholder must also provide (i) the name and address of the nominating shareholder and (ii) the number of Common Shares of the Company beneficially owned by the nominating shareholder. No individual may be elected as a director unless he or she has been nominated by a shareholder in the manner described above or by the Board or the Nominating and Governance Committee of the Board.

Compensation Committee Interlocks and Insider Participation

     The Compensation and Stock Option Committee of the Board (the “Compensation Committee”) is currently comprised of John B. Blystone (Chair), Michael J. Endres, Peter Karmanos, Jr. and John R. Kasich. Each of Messrs. Blystone, Endres, Karmanos and Kasich also served on the Compensation Committee throughout Fiscal 2008. None of the members of the Compensation Committee is a present or past employee or officer of the Company. During Fiscal 2008 and through the date of this Proxy Statement, none of the Company’s executive officers has served on the board of directors or compensation committee (or other committee performing equivalent functions) of any other entity, one of whose executive officers served on the Company’s Board or Compensation Committee. Mr. Karmanos is the only member of the Compensation Committee who has a relationship with the Company requiring disclosure under Item 404 of SEC Regulation S-K.

     During Fiscal 2008, the Company paid Compuware Corporation (“Compuware”), a software development company of which Mr. Karmanos is Chairman of the Board, Chief Executive Officer and a 5.8% shareholder, approximately $2.4 million, primarily for Compuware’s services as the Company’s project coordinator in connection with the Company’s Oracle ERP system project. Compuware was selected for this position from a number of competing service providers which had responded to the Company’s request for proposal and were interviewed by the Company. Compuware’s selection was based on a number of factors including price, experience and capabilities. In this position, Compuware supplies resources and tools for project coordination, organization and testing, and, in general, assists the Company in ensuring that the Oracle ERP system is installed, tested, operated and integrated with the Company’s information technology system in a proper manner. Compuware also provides general information technology consulting services, as requested by the Company. The payments made to Compuware for Fiscal 2008 amounted to approximately .2% of Compuware’s consolidated total revenues for its most recent fiscal year, and approximately .08% of the Company’s consolidated net revenues for Fiscal 2008.

Communications with the Board

     The Board believes it is important for shareholders and other interested persons to have a process by which to send communications to the Board and its individual members, including the Lead Independent Director. Accordingly, shareholders and other interested persons who wish to communicate with the Board, the non-management directors as a group, the Lead Independent Director or any other individual director may do so by addressing such correspondence to the name(s) of the specific director(s), to the “Non-Management Directors” as a whole or to the “Board of Directors” as a whole, and sending it in care of the Company, to the Company’s executive offices at 200 Old Wilson Bridge Road, Columbus, Ohio 43085. The mailing envelope must contain a clear notation indicating that the enclosed correspondence is a “Shareholder/Interested Person – Non-Management Director Communication,” “Shareholder/Interested Person – Board Communication”, “Shareholder/Interested Person – Lead Independent Director Communication”, or “Shareholder/Interested Person – Director Communication”, as appropriate. All such correspondence must identify the author as a shareholder or other interested person (identifying such interest) and clearly indicate whether the communication is directed to all members of the Board, to the non-management directors as a group or to a certain specified individual director(s). Copies of all such correspondence will be circulated to the appropriate director(s). Correspondence marked “personal and confidential” will be delivered to the intended recipient without opening. There is no screening process in respect of communications from shareholders or other interested persons. This process for forwarding communications to the appropriate Board member(s) has been approved by the Company’s Independent Directors.

     Questions, complaints and concerns may also be submitted to Company directors by telephone through the Business Ethics Help Line by calling 877-263-9893 inside the United States and 770-613-6395 outside the United States.

PROPOSAL 1: ELECTION OF DIRECTORS

     There are currently nine directors – three in the class whose terms expire at the Annual Meeting, three in the class whose terms expire at the Annual Meeting of Shareholders in 2009 and three in the class whose terms expire in Annual Meeting of Shareholders in 2010. On May 2, 2008, John S. Christie notified the Company that he wished to retire as President and Chief Financial Officer of the Company effective July 31, 2008. On July 25, 2008, Mr. Christie, who served in the class whose terms will expire at the Annual Meeting, notified the Company that he intended to resign as a director of the Company effective July 31, 2008. Mr. Christie, age 58, had served as the President and a director of the Company since June 1999 and as Chief Financial Officer of the Company since January 2004. He served as Interim Chief Financial Officer of the Company from September 2003 to January 2004 and as Chief Operating Officer of the Company from June 1999 until September 2003. The Board determined that they would accept Mr. Christie’s resignation from the Board at the time of his retirement from the Company on July 31, 2008.

     To make the number of directors in each class equal, effective as of August 1, 2008, the directorship of Carl A. Nelson, Jr. was changed from a director in the class of directors whose term ends at the Annual Meeting of Shareholders in 2009 to a director in the class of directors whose term ends at the Annual Meeting to fill the vacancy created by Mr. Christie’s resignation.  The Board has also taken action to reduce the size of the Board from ten to nine directors, with three directors in each class, effective upon Mr. Nelson’s change in class.

     Each individual elected as a director at the Annual Meeting will hold office for a three-year term, expiring at the 2011 Annual Meeting of Shareholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal from office. The individuals named as proxies in the form of proxy solicited by the Board intend to vote the Common Shares represented by the proxies received under this solicitation for the Board’s nominees, unless otherwise instructed on the form of proxy. If any nominee becomes unable to serve or for good cause will not serve as a candidate for election as a director, the individuals designated to vote the proxies will have 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, following recommendation by the Nominating and Governance Committee. The Board has no reason to believe that any of the nominees of the Board will be unable to serve or for good cause will not serve as a director of the Company if elected.

     The information set forth below, concerning the age, principal occupation, other affiliations and business experience of each director has been furnished to the Company by such director as of August 1, 2008. Except where otherwise indicated, each director has had the same principal occupation for the last five years. There are no family relationships among any of the current directors (including those nominated for re-election) and executive officers of the Company.

Nominees Standing for Re-Election to the Board of Directors

Michael J. Endres

     Michael J. Endres, age 60, has served continuously as a director of the Company since 1999 and is a member of the Executive Committee, the Audit Committee and the Compensation Committee. Mr. Endres has served as a partner in Stonehenge Financial Holdings, Inc., a private equity investment firm he co-founded in August 1999, for more than five years. Mr. Endres also serves as a director of Huntington Bancshares Incorporated and Tim Hortons Inc. Mr. Endres serves as a member of the Executive Committee and the Risk Committee for Huntington Bancshares Incorporated and as the Chair of the Audit Committee for Tim Hortons Inc.

Peter Karmanos, Jr.

     Peter Karmanos, Jr., age 65, has served continuously as a director of the Company since 1997, is the Chair of the Nominating and Governance Committee and is a member of the Executive Committee and the Compensation Committee. Mr. Karmanos has held the position of Chairman of the Board, Chief Executive Officer and Co-Founder of Compuware, a software development company, for more than five years. Mr. Karmanos also serves as a director of Compuware and Taubman Centers, Inc. Mr. Karmanos serves as a member of the Compensation Committee for Taubman Centers, Inc.

Carl A. Nelson, Jr.

     Carl A. Nelson, Jr., age 63, has served continuously as a director of the Company since 2004, and is the Chair of the Audit Committee.  Mr. Nelson has served as an independent business consultant since March 2002, when he retired as a partner from Arthur Andersen, LLP after 31 years of service. Mr. Nelson served as Managing Partner of the Arthur Andersen Columbus, Ohio office from 1994 until his retirement, and was the leader of the firm’s consulting services for the products industry in the United States.

Directors Whose Terms Continue Until the 2009 Annual Meeting

John B. Blystone

     John B. Blystone, age 55, has served continuously as a director of the Company since 1997 and as the Lead Independent Director of the Company since January 2007. He is the Chair of the Compensation Committee and is a member of the Executive Committee. Mr. Blystone served as Chairman of the Board, President and Chief Executive Officer of SPX Corporation, a global provider of technical products and systems, industrial products and services, flow technology, cooling technologies and services and service solutions, for more than five years prior to December 2004, when he retired.

William S. Dietrich, II

     William S. Dietrich, II, age 70, has served continuously as a director of the Company since 1996 and is a member of the Nominating and Governance Committee. Mr. Dietrich served as Chairman of the Board of Dietrich Industries, Inc., a subsidiary of the Company, for more than five years prior to June 2003, when he retired.

Sidney A. Ribeau

     Sidney A. Ribeau, age 60, has served continuously as a director of the Company since 2000 and is a member of the Audit Committee and the Nominating and Governance Committee. Mr. Ribeau became President of Howard University on August 1, 2008. For more than five years prior to that time, Mr. Ribeau served as President of Bowling Green State University. Mr. Ribeau serves as a director of The Andersons, Inc. and Convergys Corporation. Mr. Ribeau serves as a member of the Compensation Committee and the Governance/Nominating Committee for The Andersons, Inc., and as a member of the Audit Committee and the Finance Committee for Convergys Corporation.

Directors Whose Terms Continue Until the 2010 Annual Meeting

John R. Kasich

     John R. Kasich, age 56, has served continuously as a director of the Company since 2001 and is a member of the Compensation Committee and the Nominating and Governance Committee. Mr. Kasich has been Managing Director of the Investment Banking Group of Lehman Brothers Holdings Incorporated, in Columbus, Ohio, since January 2001. For more than five years prior to that time, Mr. Kasich was a member of the U. S. House of Representatives. Mr. Kasich is a contributor on the Fox News Channel. Mr. Kasich is also a director of Invacare Corporation and serves as the Chair of its Nominating Committee.

John P. McConnell

     John P. McConnell, age 54, has served as the Company’s Chief Executive Officer since June 1993, as a director of the Company continuously since 1990, and as Chairman of the Board of the Company since September 1996. Mr. McConnell also serves as the Chair of the Executive Committee.

Mary Schiavo

     Mary Schiavo, age 52, has served continuously as a director of the Company since 1998 and is a member of the Audit Committee and the Nominating and Governance Committee. Ms. Schiavo has been a partner in the law firm of Motley Rice LLC, Mount Pleasant, South Carolina, since October 2003. From 2002 to October 2003, Ms. Schiavo was an attorney with Baum, Hedlund, Aristei, Guilford & Schiavo, P.C., a law firm in Los Angeles, California.  From 1997 to 2002, Ms. Schiavo served as a professor at The Ohio State University and as a consultant for NBC News. Ms. Schiavo served as Inspector General for the U. S. Department of Transportation from 1990 to 1996.

Meetings of the Board

     The Board held five meetings during Fiscal 2008, including regularly scheduled and special meetings. During Fiscal 2008, each incumbent director attended at least 75% of the aggregate of (a) the total number of meetings held by the Board and (b) the total number of meetings held by all committees of the Board on which such director served.

     The Board and management are committed to effective corporate governance practices. The Company’s Corporate Governance Guidelines describe the governance principles and procedures by which the Board functions. The Board annually reviews and updates, as appropriate, the Corporate Governance Guidelines and the Board committee charters in response to corporate governance developments, including applicable NYSE Rules and SEC Rules, and recommendations by directors in connection with Board and committee evaluations. In accordance with the Company’s Corporate Governance Guidelines and applicable NYSE Rules, non-management directors of the Company meet (without management present) at regularly scheduled executive sessions at least twice per year and at such other times as the directors deem necessary or appropriate. These executive sessions are typically held in conjunction with regularly scheduled Board meetings and are led by the Lead Independent Director. The non-

management directors met in executive session after each of the four regularly scheduled Board meetings held in Fiscal 2008.

Board Member Attendance at Annual Shareholder Meetings

     The Company does not have a formal policy with respect to attendance by our directors at the annual meetings of the shareholders. However, directors are encouraged to attend annual meetings of the shareholders, and the Board’s current schedule provides for its quarterly meetings to fall in March, June, September and December. It is anticipated that the September board meeting will occur on or about the date of the Annual Meeting, and directors are encouraged to attend the Annual Meeting. All ten of the then incumbent directors attended the Company’s 2007 Annual Meeting of Shareholders.

Committees of the Board

     The Board has four standing committees: the Executive Committee, the Audit Committee, the Compensation Committee and the Nominating and Governance Committee. The charter for each committee has been reviewed and approved by the Board and is available on the “Corporate Governance” page of the “Investor Relations” section of the Company’s web site located at www.worthingtonindustries.com. These documents are also available in print, without charge, by writing to the Investor Relations Department of the Company at Worthington Industries, Inc., 200 Old Wilson Bridge Road, Columbus, Ohio 43085, Attention: Allison M. Sanders, Director of Investor Relations.

Committees of the Board

Nominating and

Executive

Audit

Compensation

Governance

John B. Blystone*

X

Chair

William S. Dietrich, II*

X

Michael J. Endres*

X

XÄ

X

Peter Karmanos, Jr.*

X

X

Chair

John R. Kasich*

X

X

John P. McConnell

Chair

Carl A. Nelson, Jr.*

X

Chair Ä

Sidney A. Ribeau*

X

X

Mary Schiavo*

X

X

Executive Committee

     The Executive Committee acts in place of, and on behalf of, the Board during times when the Board is not in session. The Executive Committee may exercise, to the fullest extent permitted by law and not delegated to another committee of the Board, all of the powers and authority granted to the Board other than the authority to fill vacancies on the Board or on any committee of the Board.

Audit Committee

     The Board has determined that each member of the Audit Committee qualifies as an independent director under the applicable NYSE Rules and under SEC Rule 10A-3. The Board believes each member of the Audit Committee is qualified to discharge his or her duties on behalf of the Company and satisfies the financial literacy requirement of the NYSE Rules. The Board has also determined that each of Messrs. Nelson and Endres qualifies as an “audit committee financial expert” as that term is defined in Item 407(d)(5) of SEC Regulation S-K by virtue of

his experience, including that described on page 12 of this Proxy Statement. No member of the Audit Committee serves on the audit committee of more than two other public companies.

     At least annually, the Audit Committee evaluates its performance, reviewing and assessing the adequacy of its charter and recommending any proposed changes to the full Board, as necessary, to reflect changes in regulatory requirements, authoritative guidance and evolving practices.

     The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Audit Committee is organized and conducts its business pursuant to a written charter adopted by the Board which sets forth the Audit Committee’s duties and responsibilities. The primary function of the Audit Committee is to assist the Board in the oversight of the financial and accounting functions, controls, reporting processes and audits of the Company. Specifically, the Audit Committee, on behalf of the Board, monitors and evaluates: (a) the integrity and quality of the Company’s financial statements; (b) the Company’s compliance with legal and regulatory requirements, including the financial reporting process; (c) the Company’s systems of disclosure controls and procedures and internal control over financial reporting and its accounting and financial controls; (d) qualifications and independence of the Company’s independent registered public accounting firm; (e) the performance of the Company’s internal audit function and its independent registered public accounting firm; and (f) the annual independent audit of the Company’s financial statements. The Audit Committee also prepares the report that the SEC Rules require to be included in the Company’s annual proxy statement.

     The Audit Committee’s specific responsibilities include:

	•		selecting, evaluating and, where appropriate, replacing the Company’s independent registered public accounting firm for each fiscal year and approving the audit engagement, including fees and terms, and non-audit engagements, if any, of the Company’s independent registered public accounting firm;
	•		reviewing the independence, qualifications and performance of the Company’s independent registered public accounting firm;
	•		reviewing and approving in advance both audit and permitted non-audit services;
	•		setting hiring policies for employees or former employees of the Company’s independent registered public accounting firm;
	•		monitoring the partner rotation of the Company’s independent registered public accounting firm;
	•		reviewing, with the Company’s financial management, internal auditors and independent registered public accounting firm, the Company’s accounting procedures and policies and audit plans, including staffing, professional services to be provided, audit procedures to be used, and fees to be charged by the Company’s independent registered public accounting firm;
	•		reviewing the activities of the internal auditors and the Company’s independent registered public accounting firm;
	•		preparing an annual report for inclusion in the Company’s proxy statement;
	•		establishing procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, as well as the confidential, anonymous submissions by employees of the Company of concerns regarding questionable accounting or auditing matters;
	•		receiving reports concerning any non-compliance with the Company’s Code of Conduct by any officers of the Company and approving, if appropriate, any waivers therefrom;

	•		approving, if appropriate, any “related person” transactions with respect to the Company’s directors or executive officers;
	•		directing and supervising any special investigations into matters which may come within the scope of its duties; and
	•		other matters required by the Financial Accounting Standards Board, the American Institute of Certified Public Accountants, the Public Company Accounting Oversight Board, the SEC, NYSE and other similar bodies or agencies which could have an effect on the Company’s financial statements.

Pursuant to its charter, the Audit Committee has the authority to engage and terminate such counsel and other consultants as it deems appropriate to carry out its functions, including the sole authority to approve the fees and other terms of such consultants’ retention.

     The Audit Committee met six times during Fiscal 2008. The Audit Committee’s report relating to Fiscal 2008 begins on page 72.

Compensation Committee

     The Board has determined that each member of the Compensation Committee qualifies as an independent director under the applicable NYSE Rules. All members other than Mr. Karmanos also qualify as “outside directors” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act. Mr. Karmanos abstains from voting on matters where his failure to qualify as an “outside director” or a “non-employee director” is relevant.

     The Compensation Committee will periodically review and reassess the adequacy of its charter and recommend changes to the full Board, as necessary, to reflect changes in regulatory requirements, authoritative guidance and evolving practices. The Compensation Committee evaluates its performance at least annually.

     The Compensation Committee’s charter sets forth the duties and responsibilities of the Compensation Committee, which include:

	•		discharging the Board’s responsibilities relating to compensation of the Company’s executive management;
	•		preparing, producing, reviewing and/or discussing with management, as appropriate, such reports and other information required by applicable law, rules, regulations or other standards with respect to executive and director compensation including those required for inclusion in the Company’s proxy statement;
	•		reviewing and advising the Board with respect to Board compensation;
	•		administering the Company’s stock option and other equity-based incentive compensation plans and its other executive incentive compensation programs as well as any other plans and programs which the Board designates; and
	•		carrying out such other roles and responsibilities as the Board may designate or delegate to it.

Pursuant to its charter, the Compensation Committee has the authority to retain compensation consultants, legal counsel and other consultants, as it deems appropriate to carry out its functions, and to approve the fees and other retention terms for any such consultants.

     The Compensation Committee met four times during Fiscal 2008. The Compensation Discussion and Analysis regarding executive compensation for Fiscal 2008 begins on page 22, and the Compensation Committee Report for Fiscal 2008 is on page 36.

Nominating and Governance Committee

     The Board has determined that each member of the Nominating and Governance Committee qualifies as an independent director under the applicable NYSE Rules. The Nominating and Governance Committee will periodically review and assess the adequacy of its charter and recommend any proposed changes to the full Board, as necessary, to reflect changes in regulatory requirements, authoritative guidance and evolving practices. The Nominating and Governance Committee evaluates its performance at least annually.

     The purposes of the Nominating and Governance Committee are to:

	•		ensure that the Board is comprised of members with the appropriate skills, qualities and experience;
	•		identify and recommend individuals to be nominated for election as directors by the shareholders and to fill vacancies on the Board;
	•		develop and recommend to the Board corporate governance principles of the Company; and
	•		carry out the duties and responsibilities outlined in its charter.

     Under the terms of its charter, the Nominating and Governance Committee is to:

	•		develop principles of corporate governance and recommend them to the Board for its approval;
	•		periodically review the principles of corporate governance approved by the Board to insure that they remain relevant and are being complied with;
	•		recommend to the Board for its approval the Corporate Governance Guidelines;
	•		periodically review the Articles of Incorporation and Code of Regulations of the Company and recommend changes to the Board in respect of good corporate governance;
	•		review the procedures and communication plans for shareholder meetings and ensure that required information regarding the Company is adequately presented;
	•		review the composition and size of the Board in order to ensure that the Board has the proper expertise and its membership consists of persons with sufficiently diverse backgrounds;
	•		recommend criteria for the selection of Board members and Board committee members;
	•		review and recommend Board policies on age and term limits for Board members;
	•		plan for continuity on the Board as existing Board members retire or rotate off the Board;
	•		with the participation of the Chairman of the Board, identify and recruit candidates for Board membership and arrange for appropriate interviews and inquiries into the qualifications of the candidates;
	•		with the Compensation Committee, provide for an annual review of succession plans for the Chairman of the Board and Chief Executive Officer in the case of his resignation, retirement or death;

	•		evaluate the performance of current Board members proposed for re-election, and recommend to the Board whether or not members of the Board should stand for re-election;
	•		review and recommend to the Board an appropriate course of action upon the resignation of a current Board member or upon other vacancies on the Board;
	•		lead an annual evaluation of the Board as a whole;
	•		conduct an annual evaluation of the Nominating and Governance Committee;
	•		provide oversight with respect to the evaluation of the Board committees and of management;
	•		with the Chairman of the Board, periodically review the charter and composition of each Board committee and make recommendations to the Board for the creation of additional Board committees or the change in mandate or dissolution of Board committees;
	•		with the Chairman of the Board, recommend to the Board individuals to be chairs and members of Board committees; and
	•		ensure that each Board committee is comprised of members with the appropriate qualities, skills and experience for the tasks of the committee and that each committee conducts the required number of meetings and makes appropriate reports to the Board on its activities and findings.

     To the extent not otherwise delegated to the Audit Committee, the Nominating and Governance Committee is also to:

	•		review the relationships between the Company and each director, whether direct or as an officer or equity owner of an organization, for conflicts of interest, and all members of the Board are required to report any such relationships to the corporate general counsel;
	•		address clear actual and potential conflicts of interest a Board member may have and issue to the Board member having an actual or potential conflict of interest instructions on how to conduct himself/herself in matters before the Board which may pertain to such an actual or potential conflict of interest; and
	•		make appropriate recommendations to the Board concerning determinations necessary to find a director to be an independent director.

     The Nominating and Governance Committee met two times during Fiscal 2008.

Required Vote and Board of Directors’ Recommendation

     Under Ohio law and the Company’s Code of Regulations, the three nominees for election to the Board receiving the greatest number of votes “FOR” their election will be elected as directors of the Company.

     Common Shares represented by properly-executed and returned proxy cards or properly-authenticated electronic voting instructions recorded through the Internet or by telephone will be voted “FOR” the election of the Board’s nominees, unless authority to vote for one or more of the nominees is withheld. Common Shares as to which the authority to vote is withheld will not be counted toward the election of directors or the election of the individual nominees specified on the form of proxy. Proxies may not be voted for more than three nominees.

     THE BOARD RECOMMENDS THAT THE SHAREHOLDERS OF THE COMPANY VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.

TRANSACTIONS WITH CERTAIN RELATED PERSONS

Review, Approval or Ratification of Transactions with Related Persons

     The Company’s with respect to related person transactions is addressed in the Company’s written Related Person Transaction Policy, which supplements the Company’s written Code of Conduct provisions addressing “Conflicts of Interest.” Conflicts of Interest can arise when an employee’s or director’s personal or family relationships, financial affairs or outside business involvement may adversely influence the judgment or loyalty required in performance of his or her duties to the Company. In cases where there is an actual or even the appearance of a conflict of interest, the individual involved is to notify his or her supervisor or the Company’s Ethics Officer. Management and the Ethics Officer are consulted as appropriate. The Code of Conduct provides that any action or transaction in which the personal interest of an executive officer or a director may be in conflict with those of the Company is to be reported to the Audit Committee. The Audit Committee can then determine in advance whether such action or transaction would constitute a conflict of interest in violation of the Code of Conduct.

     The Board has adopted a written Related Person Transaction Policy (the “Policy”), which is administered by the Audit Committee and the Company’s General Counsel. The Policy applies to any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which the Company participates, the amount involved exceeds or is expected to exceed $120,000, and a “related person” has, had or will have a direct or indirect material interest. Under the Policy, a “related person” is any person:

	•		who is or was an executive offer, a director or a director nominee of the Company, or an immediate family member of any such individual; or
	•		who is or was the beneficial owner of more than 5% of the Company’s outstanding Common Shares, or an immediate family member of any such individual.

     All related person transactions are to be brought to the attention of the Company’s management who will then refer each matter to the Company’s General Counsel and the Audit Committee. Each director, director nominee or executive officer of the Company must notify the Company’s General Counsel in writing of any interest that such individual or an immediate family member of such individual has, had or may have, in a related person transaction. In addition, any related person transaction proposed to be entered into by the Company must be reported to the Company’s General Counsel by the employee of the Company who has authority over the transaction. On an annual basis, each director, director nominee and executive officer of the Company will complete a questionnaire designed to elicit information about existing and potential related person transactions. Any potential related person transaction that is raised will be analyzed by the Company’s General Counsel, in consultation with management and with outside counsel, as appropriate, to determine whether the transaction, arrangement or relationship does, in fact, qualify as a related person transaction requiring review by the Audit Committee under the Policy.

     Under the Policy, all related person transactions (other than those deemed to be pre-approved or ratified under the terms of the Policy) will be referred to the Audit Committee for approval (or disapproval), ratification, revision or termination. Whenever practicable, a related person transaction is to be reviewed and approved or disapproved by the Audit Committee prior to the effectiveness or consummation of the transaction. If the Company’s General Counsel determines that advance consideration of a related person transaction is not practicable, the Audit Committee will review and, in its discretion, may ratify the transaction at the Audit Committee’s next meeting. However, the Company’s General Counsel may present a related person transaction arising between meetings of the Audit Committee to the Chair of the Audit Committee who may review and approve (or disapprove) the transaction, subject to ratification by the Audit Committee at its next meeting if appropriate. If the Company becomes aware of a related person transaction not previously approved under the Policy, the Audit Committee will review the transaction, including the relevant facts and circumstances, at its next meeting and evaluate all options available to the Company, including ratification, revision, termination or rescission of the transaction, and take the course of action the Audit Committee deems appropriate under the circumstances.

     No director may participate in any approval or ratification of a related person transaction in which the director or an immediate family member of the director is involved. The Audit Committee may only approve or ratify those transactions the Committee determines to be in the Company’s best interest. In making this determination, the Audit Committee will review and consider all relevant information available to it, including:

	•		the related person’s interest in the transaction;
	•		the terms (including the amount involved) of the transaction;
	•		the amount of the related person’s interest in the transaction;
	•		whether the transaction was undertaken in the ordinary course of the Company’s business;
	•		whether the terms of the transaction are fair to the Company and no less favorable to the Company than terms that could be reached with an unrelated third party;
	•		the business reasons for the transaction and its potential benefits to the Company;
	•		the impact of the transaction on the related person’s independence; and
	•		whether the transaction would present an improper conflict of interest for any director, director nominee or executive officer of the Company, taking into account the size of the transaction, the overall financial position of the related person, the direct or indirect nature of the related person’s interest in the transaction and the ongoing nature of any proposed relationship and any other factors the Audit Committee deems relevant.

     Any related person transaction previously approved or ratified by the Audit Committee or otherwise already existing that is ongoing in nature is to be reviewed by the Audit Committee annually.

     Under the terms of the Policy, the following related person transactions are deemed to be pre-approved or ratified (as appropriate) by the Audit Committee even if the aggregate amount involved would exceed $120,000:

	•		interests arising solely from ownership of the Company’s Common Shares if all shareholders receive the same benefit on a pro rata basis (i.e., dividends);
	•		compensation to an executive officer of the Company, as long as the executive officer is not an immediate family member of another executive officer or director of the Company and the compensation has been approved by the Compensation Committee or is generally available to the Company’s employees;
	•		compensation to a director for services as a director if the compensation is required to be reported in the Company’s proxy statements;
	•		interests deriving solely from a related person’s position as a director of another entity that is a party to the transaction;
	•		interests deriving solely from the related person’s direct or indirect ownership of less than 10% of the equity interest (other than a general partnership interest) in another person which is a party to the transaction; and
	•		transactions involving competitive bids.

     In addition, the Audit Committee will presume that the following transactions do not involve a material interest:

	•		transactions in the ordinary course of business with an entity for which a related person serves as an executive officer, provided (i) the affected related person did not participate in the decision of the Company to enter into the transaction and (ii) the amount involved in any related category of transactions in a 12-month period is not greater than the lesser of (a) $1,000,000 or (b) 2% of the other entity’s gross revenues for its most recently completed fiscal year or (c) 2% of the Company’s consolidated gross revenues for its most recently completed fiscal year;
	•		donations, grants or membership payments to nonprofit organizations, provided (i) the affected related person did not participate in the decision of the Company to make such payments and (ii) the amount in a 12-month period does not exceed the lesser of $1,000,000 or 2% of the recipient’s gross revenues for its most recently completed fiscal year; and
	•		Company use of facilities (such as dining facilities and clubs) if the charges for such use are consistent with charges paid by unrelated third parties and are fair, reasonable and consistent with similar services available for similar facilities.

Transactions with Related Persons

     The Company is a party to certain agreements relating to the rental of aircraft to and from JMAC, Inc., a private investment company (“JMAC”) and McAir, Inc. (“McAir”), a corporation wholly-owned by the John H. McConnell Trust. Following the death of his father, John H. McConnell, beneficial ownership of certain family-owned businesses and Common Shares transferred to John P. McConnell. Under the agreements with JMAC and McAir, the Company may lease aircraft owned by JMAC and McAir as needed for a rental fee per flight; and under the agreements with the Company, JMAC and McAir are allowed to lease aircraft operated by the Company, on a per-flight basis, when the Company is not using the aircraft. The Company also makes its pilots available to McAir and JMAC for a per-day charge. The rental fees paid to and by the Company under the per-flight rental agreements are set based on Federal Aviation Administration (“FAA”) regulations. The Company believes the rental fees set in accordance with such FAA regulations for Fiscal 2008 exceeded the direct operating costs of the aircraft for such flights. Also, based on quotes for similar services provided by unrelated third parties, the Company believes that the rental rates paid to McAir and JMAC are no less favorable to the Company than those that could be obtained from unrelated third parties.

     For Fiscal 2008, (a) the Company paid an aggregate amount of $53,778 under the JMAC lease agreement and $148,276 under the McAir lease agreement and (b) the Company received an aggregate amount of $53,917 from JMAC for aircraft rental and pilot charges and $240,222 from McAir for aircraft rental and pilot charges.

     During Fiscal 2008, the Company, either directly or through business expense reimbursement, paid approximately $177,120 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.

     During Fiscal 2008, the Company paid Mr. Dietrich approximately $60,000 for gas sold at market rates from wells in which Mr. Dietrich has an interest. This arrangement has been in place since before the Company purchased Dietrich Industries, Inc. in 1996.

     During Fiscal 2008, the Company paid Compuware, a software development company of which Mr. Karmanos is Chairman of the Board, Chief Executive Officer and a 5.8% shareholder, approximately $2.4 million, primarily for Compuware’s services as the Company’s project coordinator in connection with the Company’s Oracle ERP system project. Compuware was selected for this position from a number of competing service providers which had responded to the Company’s request for proposal and were interviewed by the Company. Compuware’s

selection was based on a number of factors including price, experience and capabilities. In this position, Compuware supplies resources and tools for project coordination, organization and testing, and, in general, assists the Company in ensuring that the Oracle ERP system is installed, tested, operated and integrated with the Company’s information technology system in a proper manner. Compuware also provides general information technology consulting services, as requested by the Company. The payments made to Compuware for Fiscal 2008 amounted to approximately 0.2% of Compuware’s consolidated total revenues for its most recent fiscal year, and approximately 0.08% of the Company’s consolidated net revenues for Fiscal 2008.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Role of the Compensation Committee

     The Compensation Committee reviews and administers the compensation for the Chief Executive Officer (“CEO”) and other members of executive management, including the named executive officers (“NEOs”) identified in the “Summary Compensation Table for Fiscal 2008 and Fiscal 2007” appearing on page 37 of this Proxy Statement. The Compensation Committee also oversees the Company’s long-term incentive plan, stock option plans, and non-qualified deferred compensation plans.

     The Compensation Committee is comprised of four directors who qualify as “independent” under the applicable NYSE Rules. Messrs. Blystone, Endres and Kasich also qualify as “outside directors” for purposes of Section 162(m) of the Internal Revenue Code and as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act. Since Mr. Karmanos may not qualify as an outside director for purposes of Section 162(m) or as a non-employee director for purposes of Rule 16b-3, he abstains from voting on Section 162(m) and Rule 16b-3 related matters.

     The Compensation Committee operates under a written charter adopted by the Board, a copy of which is posted on the “Corporate Governance” page of the “Investor Relations” section of the Company’s web site at www.worthingtonindustries.com. Among its other duties, the Compensation Committee is responsible for setting and administering the policies that govern executive compensation. These include: reviewing and approving the compensation philosophy and guidelines for the Company’s executive management; reviewing and approving corporate goals and objectives relevant to CEO and executive management compensation; evaluating the CEO’s performance in light of the corporate goals and objectives; setting the CEO’s compensation level; setting or making recommendations with respect to the compensation of the Company’s other executive officers and directors, as appropriate; and producing, reviewing and/or discussing with management, as appropriate, such reports and other information required by applicable law, rules, regulations or other standards with respect to executive and director compensation.

     The Compensation Committee has retained an independent compensation consultant, Towers Perrin, for the purpose of assisting the Committee in fulfilling its responsibilities in Fiscal 2008. The Committee has authority to retain and terminate such compensation consultant, legal counsel and other consultants, as it deems appropriate to fulfill its responsibilities, including sole authority to approve the fees and other terms of such consultants’ retention.

     The agendas for the Compensation Committee’s meetings are determined by the Committee’s Chair with assistance from the CEO, the Vice-President of Human Resources and the Corporate Secretary. These individuals, with input from the compensation consultant, make compensation recommendations for the NEOs and other top executive officers. After each regularly scheduled meeting, the Compensation Committee may meet in executive session. When meeting in executive session, the Compensation Committee will generally have a session with the CEO only, a session with the compensation consultant only, and conclude with a members-only session. The Compensation Committee Chair reports on Committee actions to the full Board at the following Board meeting.

Stock Ownership Guidelines

     In order to further emphasize the stake that the Company’s directors and officers have in fulfilling the goal of building and increasing shareholder value, and to deepen the resolve of executive leadership to fulfill that goal, in August 2004, the Company established stock ownership guidelines for directors and senior executives. These guidelines were adjusted in March 2008 due to the implementation of the Company’s new compensation program discussed below. Target ownership levels are structured as a multiple of the executive’s annual base compensation or the director’s annual retainer, as applicable, with directors and the CEO set at five times, the Chief Financial Officer and the Chief Operating Officer set at 3.5 times, business unit presidents and Senior Vice Presidents set at 2.5 times, and other senior executives set at 1.25 times. For purposes of these guidelines, stock ownership includes Common Shares held directly or indirectly, Common Shares held in an officer’s 401(k) plan account and theoretical Common Shares credited to the bookkeeping account of an officer or a director in one of the Company’s non-qualified deferred compensation plans. Each covered officer or director is expected to attain the targeted level by 2011 or within five years from the date he or she is promoted to the position, whichever is later.

Company Compensation Philosophy

     A basic philosophy of the Company has long been that employees should have a meaningful portion of their total compensation tied to performance and that the Company should use incentives which are intended to drive and reward performance. In furtherance of this philosophy, most full-time, non-union employees of the Company participate in some form of incentive compensation program. These programs include cash profit-sharing, which is computed as a fixed percentage of profits, and bonus programs under which bonuses are tied primarily to the operating results of the Company or the applicable business unit.

Executive Compensation Philosophy and Objectives

     The Company’s objectives with respect to executive compensation are to attract and retain highly qualified executives, to align the interest of management with the interest of shareholders and to provide incentives, based primarily on Company performance, for reaching established Company goals and objectives. To achieve these objectives, the Compensation Committee has determined that total compensation for executives will exhibit three characteristics:

	•		It will be competitive in the aggregate using broad-based business comparators to gauge the competitive market;
	•		It will be performance-oriented and highly leveraged, with a substantial portion of the total compensation tied to performance, primarily that of the Company and/or that of the applicable business unit; and
	•		It will promote long-term careers at the Company.

     The Company’s practice has long been that executive compensation be highly leveraged.

     The compensation program emphasizes performance based compensation (pay-at-risk) that promotes the achievement of short-term and long-term Company objectives. The Company believes it is appropriate to provide a balance between incentives for current short-term performance and incentives to ensure long-term profitability of the Company. The Company’s executive compensation program, therefore, includes both a short-term cash incentive bonus program and a long-term incentive compensation program. The Company also believes it appropriate for long-term incentives to have a cash compensation component and an equity-based compensation component, which incentivizes executives to drive Company performance and aligns their interest with those of the Company’s shareholders. Individual components of executive pay are discussed below.

     In fulfilling its responsibilities, the Committee annually reviews certain market compensation information with the assistance of an independent compensation consultant, Towers Perrin, who is directly engaged by the

Committee to prepare the information. This information includes information regarding compensation paid to officers with similar responsibilities by a broad-based group of more than 120 manufacturing companies with revenues between $1 billion and $10 billion (the “comparator group”). For comparison purposes, due to variance in size of the companies in the comparator group, regression analysis, which is an objective analytical tool used to determine the relationship between data, is used to adjust data. The Compensation Committee believes that using this broad-based comparator group minimizes the effects of changes to the group due to changes in data base participation or mergers/acquisitions, lessens the impact a single entity can have on the overall data, provides more consistent results and better reflects the market in which the Company competes for executive talent.

     During its review process, the Compensation Committee meets directly with the compensation consultant to review and evaluate comparator group information with respect to base salaries, bonuses and long-term incentive programs. The Company and the Compensation Committee are committed to reviewing compensation for market competitiveness, and to employing incentive compensation vehicles and practices that continue to drive Company performance and that are aligned with shareholder interests. The Compensation Committee reviews the information provided by the compensation consultant as an important factor in determining the appropriate levels and mix of executive compensation.

     The Compensation Committee uses tally sheets as a tool to assist in its review of executive compensation. These tally sheets contain the components of the CEO’s and other NEOs’ current and historical total compensation, including base salary, bonuses and long-term incentives. These tally sheets also show the estimated compensation that would be received by the CEO and other NEOs under various scenarios, including in connection with a change in control of the Company.

     While prior compensation or amounts realized or realizable from prior awards are given some consideration, the Compensation Committee believes that the current and future performance of the Company and the executive officers should be the most significant factors in setting the compensation for the Company’s executive officers.

     Annually, the CEO’s performance is evaluated by the Compensation Committee and/or the full Board. The criteria considered include: overall Company performance; overall leadership; the CEO’s performance in light of, and his development and stewardship of, the Company’s philosophy and its current and long-term strategic plans, goals and objectives; development of an effective senior management team; appropriate positioning of the Company for future success; and effective communications with the Board and stakeholders.

Change in Executive Compensation Program

     Effective December 1, 2007, the Compensation Committee revised the Company’s executive compensation program. The changes to the executive compensation program primarily involved adjusting the relationship between base salaries and bonuses by moving base salaries closer to market levels (but keeping them at the lower end of market) with an appropriate decrease to targeted bonuses in light of the base salary increase. The revised executive compensation program (the “New Compensation Program”) resulted in:

	•		Increased base salaries, but new base salaries remained at the lower end of market comparables.
	•		A new bonus program which:

	•		Changed the bonus from quarterly payments to semi-annual or annual payments;
	•		Changed from a discretionary to a non-discretionary program tied to specific performance measures; and
	•		Ties bonus to specific targeted amounts (threshold, target, and maximum) based on operating income, earnings per share and economic value added (EVA), with the intended result being that

there would likely be a lower bonus paid when performance is weak or at target and potentially a higher bonus paid when performance is strong.

•

A change in the overall mix of compensation by increasing base (fixed) compensation while moderating incentive (variable) compensation, while still remaining more highly leveraged than typical market practices.

     For the first performance bonus period under the New Compensation Program (the six-month period ending May 31, 2008), the Compensation Committee intended that the total cash compensation to executives would generally be similar to that paid for the same period in the prior year (and cost neutral) for similar Company performance, and lower than in the prior year if Company performance declined. The only exception was where specific individuals were to receive an increase in total cash compensation in order to reflect a new position, a merit increase, or for similar reasons. Executive compensation increased in the six-month period ending May 31, 2008 compared to the same period in the prior year, as the Company’s financial performance (excluding restructuring costs) was significantly better.

     The Company’s old compensation program (the “Old Compensation Program”) had been in place for many years and was unique. The Old Compensation Program provided for very low base salaries, substantially below normal market levels. Bonuses were expected to make up a large percentage of total cash compensation, putting a very large percentage of the executive’s pay “at risk.” The intent behind the Old Compensation Program was that bonuses were paid such that when the Company performed well, executive pay would be above market median range for total annual cash compensation for comparator companies, and during periods of weaker company performance, bonuses declined so that total annual compensation would fall below the market median range. Under the Old Compensation Program, bonuses were paid as long as the Company was profitable, which it has been in every year of its existence. Also, although the starting point for bonus calculations was year-over-year earnings performance, bonuses could be adjusted up or down by the Compensation Committee, the CEO or the executive’s supervisor, as appropriate.

     The Old Compensation Program served the Company well for a number of years, but it required executives to take a leap of faith that the bonus each year would be sufficient to provide them with a competitive pay package, since base salaries were far below market levels.

     The Compensation Committee elected to move to the New Compensation Program for a number of reasons:

	•		Because base salaries were set so far below the competitive market, both current and prospective employees were required to take a leap of faith that their total cash compensation would be within market levels, particularly in years of lower performance. In those years, it was possible for the Company’s compensation system to provide compensation well below even the low end of the market. In some cases, potential new hires elected not to pursue positions at the Company because they were not willing to have such a large percentage of their total compensation “at risk.”
	•		Under the Old Compensation Program, the starting point for bonuses was based primarily on year-over-year operating income and earnings per share performance and, thus, targets were somewhat self-setting. The Compensation Committee, the CEO or the executive’s supervisor, as appropriate, was then able to adjust the bonus up or down after the end of the quarter. Under the New Compensation Program, the Compensation Committee takes a much more hands-on approach in setting targets in advance of the performance period based on the factors which it deems appropriate. The New Compensation Program does not provide for discretionary adjustments after the end of the performance period with respect to most, if not all, bonus awards.
	•		As noted above, with the increase in base salaries under the New Compensation Program, bonuses will not be paid unless threshold levels are attained; whereas, under the Old Compensation Program, a bonus would be paid as long as the Company remained profitable. The New Compensation Program

		substantially increases the risk that no bonus will be paid and, thus, more tightly aligns pay with performance.
•		The overall goal of the bonus targets to be set under the New Compensation Program is to encourage executives to drive Company performance and growth. However, other factors are considered, such as the overall conditions in the economy in general and the Company’s specific markets, the strength and weakness of the performance in the prior year (for example, growth would generally be expected to be stronger following a weak year), long-term growth targets of the Company, and such other factors as the Compensation Committee deems appropriate.
•		Under the Old Compensation Program, because base salaries were so low, bonuses were paid quarterly to support an employee’s cash flow. With the increase in base salaries, bonuses will now be paid semi-annually or annually.
•		Although the Old Compensation Program was clearly tied to performance, since bonuses were driven in large part by the Company’s earnings per share, it permitted the exercise of discretion and therefore did not comply with the technical requirements of Section 162(m) of the Internal Revenue Code for “qualified performance based compensation.” Consequently, the Company could have lost tax deductions on some portion of the bonuses in some situations. Most, if not all, of the bonuses for the NEOs and other top executives under the New Compensation Program are intended to meet the requirements for “qualified performance based compensation” under Section 162(m) of the Internal Revenue Code, which would make them tax deductible in full for the Company.
•		Since the Old Compensation Program was so unique, it was hard for investors and new employees to understand.
•		In recent years, there has been heightened scrutiny of executive compensation by investors and the SEC, and new disclosure requirements under the SEC Rules were adopted. Although there have been, to the Compensation Committee’s knowledge, no concerns raised about the Company providing above-market compensation to its executives (in fact, CEO compensation has been well below market levels at the request of the CEO), the Old Compensation Program was so unique it did not seem to fit well into the new disclosure rules.

Compensation Components

     Base Salaries

     Base salaries for the NEOs and other executive officers are set to reflect the duties and responsibilities inherent to each position, individual levels of experience, performance, market compensation information, internal equity among positions in the Company, and the Compensation Committee’s judgment. The Compensation Committee annually reviews information regarding compensation paid by the comparator group to executives with similar responsibilities. It is the Compensation Committee’s intent, in general, to set base salaries at the low end of market median levels and have total annual cash compensation be driven by bonuses.

     Annual Base Salaries Approved for Named Executive Officers

     In implementing the New Compensation Program, effective December 1, 2007, the Compensation Committee approved increases in the base salaries for the NEOs identified below based on the intent of the New Compensation Program, individual performance assessments and market data, but at the request of Mr. McConnell, his base salary was not changed at that time. In connection with its annual compensation review in June 2008, the Compensation Committee also approved increases in the base salaries of the NEOs. The following table shows the increases in base salaries:

										Base Salary
		Prior Annual				Base Salary				Effective
Name and Principal Position		Base Salary				Effective 12/1/07				6/29/08
John P. McConnell Chairman of the Board and Chief Executive Officer		$	550,000			$	550,000			$	600,000
George P. Stoe Executive Vice President and Chief Operating Officer		$	340,000			$	510,000			$	550,000
John S. Christie President and Chief Financial Officer		$	350,000			$	440,000			$	440,000
Mark A. Russell President – The Worthington Steel Company		$	230,000			$	370,000			$	385,000
Harry A. Goussetis President – Worthington Cylinder Corporation		$	165,000			$	300,000			$	307,000

     Incentive Compensation – Bonuses

     Until December 1, 2007, the NEOs and certain other key employees of the Company participated in the Company’s old executive bonus program (the “Old Bonus Plan”) in which discretionary quarterly bonuses were paid to participants based largely on corporate, business unit or operating unit results, and individual performance. Although operating results was the largest variable in determining the amount of the bonus, an individual’s bonus could be adjusted up or down based on the individual’s performance as determined by the individual’s manager, the CEO or the Compensation Committee, as applicable. Bonuses were targeted and paid so that if the Company performed well, annual total cash compensation paid to the executive would be above market median, and if the Company did not perform well, annual total compensation paid to the executive would be below market median.

     Under the New Compensation Program, cash performance bonus awards are now generally tied to achieving specified levels (threshold, target and maximum) of corporate economic valued added and earnings per share (in each case excluding restructuring charges and non-recurring items) for the applicable six-month or twelve-month performance period with each performance measure carrying a 50% weighting. For business unit executives, including Mr. Russell and Mr. Goussetis, the corporate earnings per share measure carries a 20% weighting, business unit operating income carries a 30% weighting, and business unit economic value added carries a 50% weighting. For performance falling between threshold and target or between target and maximum, the award is prorated. If threshold levels are not reached for any performance measure, no bonus will be paid. Performance award payouts will be made within a reasonable time following the end of the performance period in cash, unless the Board specifically provides for a different form of payment. In the event of a change in control of the Company followed by the termination of the participant’s employment during the relevant performance period, the cash performance bonus award of the participant would be considered to be earned at target and payable as of the date of termination of employment.

     Consistent with the New Compensation Program effective December 1, 2007, the Compensation Committee made the following cash performance bonus awards to the NEOs under the Worthington Industries, Inc. 1997 Long-Term Incentive Plan (the “1997 LTIP”) for the six-month period ended May 31, 2008.

Name		Threshold ($)				Target ($)				Maximum ($)
John P. McConnell			183,750				367,500				735,000
George P. Stoe			147,500				295,000				590,000
John S. Christie			115,000				230,000				460,000
Mark A. Russell			115,000				230,000				460,000
Harry A. Goussetis			75,000				150,000				300,000

     Payouts of these cash performance bonus awards were tied to achieving specified levels (threshold, target and maximum) of corporate economic valued added and earnings per share (in each case, excluding restructuring charges and non-recurring items) for the six-month performance period, with each performance measure carrying a 50% weighting. For Mr. Russell and Mr. Goussetis, the corporate earnings per share measure carried a 20% weighting, business unit operating income carried a 30% weighting, and business unit economic value added carried a 50% weighting. If the performance level fell between threshold and target or between target and maximum, the award was to be prorated. If threshold levels were not reached for any performance measure, no bonus was to be paid. For the six-month period ended May 31, 2008, the Company’s performance fell between target and maximum.

     Bonuses earned under these awards for the six-month period ended May 31, 2008 are shown in the “Summary Compensation Table for Fiscal 2008 and Fiscal 2007” on page 37 of this Proxy Statement. Total bonuses paid under the Old Bonus Plan for the first half of Fiscal 2008 are also shown in the “Summary Compensation Table for Fiscal 2008 and Fiscal 2007”.

     Consistent with the New Compensation Program, the Compensation Committee also granted cash performance bonus awards at its June 2008 meeting for periods during Fiscal 2009 which are shown under “Cash Performance Bonus Awards Granted in Fiscal 2009” on page 46 of this Proxy Statement.

     Long-Term Incentives

     The Compensation Committee has implemented a long-term incentive program for the NEOs and other executive officers, which consists of: (a) annual option grants; (b) long-term performance share awards based on achieving measurable financial results over a multiple-year period; and (c) long-term cash performance awards based on achieving measurable financial results over a multiple-year period. Performance share awards and cash performance awards are made under the Company’s 1997 LTIP. Options are generally granted under one of the Company’s stock option plans. All of these plans have been approved by the Company’s shareholders.

     The size of long-term incentive cash performance awards, performance share awards and option grants are set based upon market median values for the comparator group, the officer’s time in the position, internal equity, performance and such other factors as the Compensation Committee deems appropriate. In the fiscal year ended May 31, 2006, performance share awards were added and the size of the option grants was reduced as the Compensation Committee determined that performance shares would be less dilutive to shareholders than options and would link more of the executive’s long-term incentives to Company financial performance.

     The Compensation Committee believes that using a blend of options, performance share awards and cash performance awards represents a particularly appropriate and balanced method of motivating and rewarding senior executives. Options align the interests of employee option holders with those of shareholders by providing value tied to the stock price appreciation. Cash performance awards motivate long-term results because the value is tied to sustained financial achievement over a multiple-year period. Performance share awards blend both of these features because the number of performance shares received is tied to sustained financial achievement over a multiple year period, and the value of those performance shares is tied to the price of the Company’s Common Shares. The Compensation Committee believes the combination of the three forms of incentives is superior to a reliance upon only one form and is consistent with the Company’s compensation philosophy and objectives.

     For a number of years, it had been the practice of the Compensation Committee to approve the long-term incentive grants at its annual meeting in May. Option grants were made effective as of the first business day of June following this meeting with a price equal to the closing price of the Company’s Common Shares on that date. In 2007, the Company changed the timing of its annual Compensation Committee and Board meeting dates from May to June and the Compensation Committee determined to grant options effective as of the first business day in July following the June meeting. The timing for these grants was also considered appropriate by the Compensation Committee as earnings for the prior fiscal year will have been reported and the Company’s trading window has historically been open on this date. Long-term performance share awards and long-term cash performance awards have been, and will continue to be, based on performance over a three-fiscal-year period beginning with the first day

of the first fiscal year in that period. An explanation of the calculation of the compensation expense relative to the options is set forth under the heading “Long-Term Incentive Accounting” on page 32 of this Proxy Statement.

     Neither the Company nor the Compensation Committee has backdated stock option grants to obtain lower exercise prices.

     Options

     Options are generally awarded annually to the NEOs and a select group of executives. It has been the practice of the Company to award options to a broader group of key employees every three years and options may also be granted to selected new key employees when their employment begins. In practice, the number of Common Shares covered by an option award generally depends upon the employee’s position and external market data. Options provide employees with the opportunity to participate in increases in shareholder value as a result of stock price appreciation, and further the Company’s objective of aligning the interest of management with the interest of shareholders.

     All options granted to employees since 1984 have been non-qualified options, which generally vest at a rate of 20% per year with full vesting at the end of five years. In the event an optionee’s employment terminates as a result of retirement, death or total disability, any unexercised options outstanding and exercisable on that date will remain exercisable by the optionee or, in the event of death, by his beneficiary, until the earlier of either the fixed expiration date, as stated in the option award agreement, or, depending on the option, either 12 or 36 months after the last day of employment due to retirement, death or disability. Should termination occur for any reason other than retirement, death or disability, all unexercised options will be forfeited. In the event of a change in control of the Company (as defined in the option plans), all options then outstanding will become fully vested and exercisable as of the date of the change in control. The Compensation Committee may allow an optionee to elect, during the 60-day period following a change in control, to surrender an option or a portion thereof in exchange for a cash payment equal to the excess of the change in control price per share over the exercise price per share.

     Effective July 2, 2007, the Company made annual awards of options to 35 employees to purchase an aggregate of 467,500 Common Shares, with an exercise price equal to $22.73, the fair market value of the Common Shares on the grant date. Of those options granted, 242,500 Common Shares were covered by options awarded to the NEOs. Effective December 3, 2007, the Company made awards of options to 757 employees to purchase an aggregate of 1,334,000 Common Shares, with an exercise price equal to $20.80, the fair market value of the Common Shares on the grant date, and on December 12, 2007, the Company made awards of options to five employees to purchase an aggregate of 10,000 Common Shares, with an exercise price equal to $21.61, the fair market value of the Common Shares on the date of grant. None of those options were granted to NEOs. The option grants to the NEOs in Fiscal 2008 are detailed in the “Grants of Plan-Based Awards for Fiscal 2008” table on page 40. For purposes of the Grants of Plan-Based Awards for Fiscal 2008 table, options are valued at “fair value” calculated in accordance with Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123R”). The compensation expense associated with all outstanding NEO options and recognized in Fiscal 2008 is reported within the amount shown in the “Options Awards” column of the “Summary Compensation Table for Fiscal 2008 and Fiscal 2007” on page 37 of this Proxy Statement.

     Effective July 1, 2008, the Company made annual awards of options to 34 employees to purchase an aggregate of 455,750 Common Shares, with an exercise price equal to $20.21, the fair market value of the Common Shares on the grant date. Of those options granted, 212,500 Common Shares were covered by options awarded to the NEOs. Information on the options to the NEOs awarded is shown in the “Long-Term Performance Awards and Option Awards Granted in Fiscal 2009” table on page 47 of this Proxy Statement.

     Performance Awards – General

     Beginning in Fiscal 1998, the Company has awarded a selected group of key executives, including the NEOs, cash performance awards based upon results over a prospective three-year performance period. Starting with

the three-year performance period that began on June 1, 2006, the Company reduced the size of the targeted option awards to executives and added long-term incentive performance share awards.

     Payouts of the cash performance awards and the performance share awards are tied to achieving specified levels (threshold, target and maximum) of cumulative corporate economic value added and earnings per share growth over the performance period, with each performance measure carrying a 50% weighting. For business unit executives, cumulative corporate economic value added and earnings per share growth measures together carry a 50% weighting, and business unit operating income targets are weighted 50%. If the performance level falls between threshold and target or between target and maximum, the award is prorated. Payouts would generally be made in the quarter following the end of the applicable performance period. Calculation of the Company results and attainment of performance measures are made solely by the Compensation Committee based upon the Company’s financial statements. The Compensation Committee has the right to make changes and adjustments in calculating the performance measures to take into account unusual or non-recurring events, including, without limitation, changes in tax and accounting rules and regulations, extraordinary gains and losses, mergers and acquisitions, and purchases or sales of substantial assets, provided that, if Section 162(m) of the Internal Revenue Code would be applicable to the payout of the award, any such change or adjustment must be permissible under Section 162(m). These performance measurements are chosen because the Compensation Committee believes that: (i) the earnings per share growth metric strongly correlates with the Company’s growth and equity value; (ii) operating income at a business unit ties directly into Company earnings per share growth; and (iii) the cumulative corporate economic value added target, which is driven by net operating profit in excess of the cost of capital employed, keeps management focused on the most effective use of existing assets and pursuing only those growth opportunities which provide returns in excess of the cost of capital.

     The Company has used these, or similar performance measures, since cash performance awards were first granted for the performance period ended May 31, 1998. The Company’s executives have attained some portion of a cash performance award related to overall Company performance in five out of the eleven three-year performance periods which have ended on or prior to May 31, 2008.

     Three-year performance levels (threshold, target and maximum) are generally set based upon achieving set levels of (i) cumulative economic value generated over the three-year performance period and (ii) compounded growth in Company earnings per share or business unit operating income from the levels attained in the fiscal year prior to the start of the performance period (i.e. Fiscal 2007 levels with respect to the three-year performance period ending May 31, 2010). Based on the Company’s performance for Fiscal 2007, Fiscal 2008 and through the date of this Proxy Statement, it appears that it will be difficult for the Company to attain the target performance measures applicable to the NEOs for the three-year period ending May 31, 2009, except for that portion of an award to certain NEOs relative to operating income performance at the Company’s Pressure Cylinders business unit.

     Performance Share Awards

     The Compensation Committee granted performance share awards for the first time beginning with the awards granted for the three-fiscal-year period beginning June 1, 2006. The performance share program provides grants of performance share awards to selected key executives, which are earned only if the specified performance objectives discussed above under “Performance Awards – General” are met over a three-year period. Performance share awards are intended to reward executives for both achieving pre-established financial goals over a three-year period and at the same time rewarding them for an increase in share price, since the value of the Common Shares earned will depend upon the share price at the end of the three-year performance period. The awards also facilitate stock ownership among the executives by delivering full-value Common Shares (if the financial targets are met) and are less dilutive to shareholders than options.

     The performance measures for the performance share awards are discussed in the prior section, “Performance Awards – General”. All performance share awards are paid in Common Shares. No Common Shares are awarded if none of the three-year financial threshold measures are met. Common Shares, if any, which are earned are issued to participants after the Company’s financial results for the three-year period are finalized and it is determined which performance levels have been attained. In general, termination of employment results in

termination of awards. However, if termination is due to death, disability or retirement, a pro rata payout will be made for performance periods ending 24 months or less after termination of employment based on the number of months of employment completed by the participant during the performance period before the effective date of termination, provided that the applicable performance goals are achieved. No payout will be made for performance periods ending more than 24 months after termination of employment. Unless the Board specifically provides otherwise, in the event of a change in control of the Company, all performance share awards would be considered to be earned and payable in full at the maximum level and immediately settled or distributed.

     Performance share awards granted in Fiscal 2008 for the three-year performance period ending May 31, 2010 can be found in the table headed “Grants of Plan-Based Awards for Fiscal 2008” on page 40 of this Proxy Statement. For purposes of the Grants of Plan-Based Awards for Fiscal 2008 table, the performance share award is valued at “fair value” calculated in accordance with SFAS 123R. The compensation expense associated with the performance share awards and recognized during Fiscal 2008 is reported in the “Stock Awards” column of the “Summary Compensation Table for Fiscal 2008 and Fiscal 2007” on page 37 of this Proxy Statement. An explanation of the calculation of the compensation expense relative to those awards is set forth under the heading “Long-Term Incentive Accounting” below. If the performance criteria are met, the performance shares earned would generally be issued in the quarter following the end of the performance period.

     Information on performance share awards granted in Fiscal 2009 for the three-year performance period ending May 31, 2011 is shown in the “Long-Term Performance Awards and Option Awards Granted in Fiscal 2009” table on page 47 of this Proxy Statement.

     Long-Term Cash Performance Awards

     Three-year cash performance awards are intended to reward executives for achieving pre-established financial goals over a three-fiscal-year period. These cash performance awards are granted to selected key executives and are earned only if the specified performance objectives, as discussed above, are met over the three-year performance period. Three-year cash performance awards may be paid in cash, Common Shares or any combination thereof, as the Compensation Committee determines at the time of payment. If the performance criteria are met, payouts would generally be made in the quarter following the end of the performance period.

     The performance measures for the cash performance awards are discussed above under “Performance Awards – General.” Nothing is paid under the cash performance awards if none of the three-year financial threshold measures are met. In general, termination of employment results in termination of awards. However, if termination is due to death, disability or retirement, a pro rata payout will be made for performance periods ending 24 months or less after termination of employment based on the number of months of employment completed by the participant during the performance period before the effective date of termination, provided that the applicable performance goals are achieved. No payout will be made for performance periods ending more than 24 months after termination of employment. Unless the Board specifically provides otherwise, in the event of a change in control of the Company, all cash performance awards would be considered to be earned and payable in full at the maximum level, and immediately settled or distributed.

     Cash performance awards earned for the three-year performance period ended May 31, 2008 by the NEOs can be found in the “Summary Compensation Table for Fiscal 2008 and Fiscal 2007” on page 37 of this Proxy Statement in the “Non-Equity Incentive Plan Compensation” column. As noted in footnote (6) to the “Summary Compensation Table for Fiscal 2008 and Fiscal 2007”, the payments for Mr. Goussetis and Mr. Stoe reflect cash performance awards earned for the three-year period as a result of the achievement of the specified maximum level of operating income from the Company’s Pressure Cylinders business unit, for the time each was President of the Company’s Pressure Cylinders business unit. No other thresholds applicable to NEOs were met for the three-year performance period ended May 31, 2008.

     Cash performance awards granted in Fiscal 2008 for the three-year performance period ending May 31, 2010 can be found in the table headed “Grants of Plan-Based Awards for Fiscal 2008” on page 40 of this Proxy Statement.

     Information on cash performance awards granted in Fiscal 2009 for the three-year performance period ending May 31, 2011 is shown in the “Long-Term Performance Awards and Option Awards Granted in Fiscal 2009” table on page 47 of this Proxy Statement.

     Claw Back Policy

     The Company does not have a specific claw back policy. If the Company is required to restate its earnings as a result of non-compliance with a financial reporting requirement due to misconduct, under Section 304 of the Sarbanes-Oxley Act of 2002 (“SOX”), the CEO and the Chief Financial Officer would have to reimburse the Company for any bonus or other incentive-based or equity-based compensation received by them from the Company during the twelve-month period following the first filing with the SEC of the financial document that embodied the financial reporting requirement, and any profits realized from the sale of Common Shares during that twelve-month period, to the extent required by SOX.

     Long-Term Incentive Accounting

     The accounting treatment for long-term incentive compensation is governed by SFAS 123R, which the Company adopted effective June 1, 2006. Options are valued using the Black-Scholes pricing model based upon the grant date price per Common Share underlying the option award, the expected life of the option, risk-free interest rate, dividend yield, and expected volatility. In adopting SFAS 123R, the Company selected the modified prospective transition method, which requires that compensation expense be recorded prospectively over the remaining vesting period of the options on a straight-line basis using the fair value of options on the date of grant and the assumptions set forth above. Further information concerning the valuation of options and the assumptions used in that valuation is contained in “Note A — Summary of Significant Accounting Policies” and “Note F - Stock-Based Compensation” of the Notes to Consolidated Financial Statements in “Item 8. — Financial Statements and Supplementary Data” of the Company’s Annual Report on Form 10-K for Fiscal 2008 filed on July 30, 2008 (the “2008 Form 10-K”).

     Performance share awards payable in Common Shares are initially valued using the grant date price per Common Share and the “target” award and then a compensation expense is recorded prospectively over the performance period on a straight-line basis. These amounts are then adjusted on a quarterly basis based upon an estimate of the performance level anticipated to be achieved for the performance period in light of actual and forecasted results.

     Cash performance awards are initially valued at the “target” level and for compensation expense are recorded prospectively over the performance period on a straight-line basis. These amounts are then adjusted on a quarterly basis based on an estimate of the performance level anticipated to be achieved for the performance period in light of actual and forecasted results.

     Deferred Profit Sharing Plan

     The NEOs participate in the Worthington Industries, Inc. Deferred Profit Sharing Plan (the “DPSP”), together with most other full-time, non-union employees of the Company. The DPSP is a 401(k) plan and is the Company’s primary retirement plan. Annual contributions made by the Company to participant accounts under the DPSP are generally based on profits and are allocated to employee accounts based on eligible compensation (subject to certain limitations) and length of service, provided that Company contributions must, at a minimum, equal 3% of the participant’s eligible compensation. Eligible compensation is normal annual cash compensation (“Annual Compensation”) and includes base salaries, profit sharing bonus and performance bonus payments, overtime and commissions, up to the maximum limit set by the Internal Revenue Service (“IRS”) from year to year ($230,000 for calendar 2008). In addition, the NEOs and other participants in the DPSP may elect to make voluntary contributions up to set IRS limits. These voluntary contributions are matched by Company contributions of 50% of the first 4% of eligible compensation contributed by the participant. Distributions under the DPSP are generally deferred until retirement, death or total and permanent disability.

     Non-Qualified Deferred Compensation

     Our NEOs and other highly compensated employees are eligible to elect to participate in the Worthington Industries, Inc. 2005 Non-Qualified Deferred Compensation Plan (the “2005 NQ Plan”). The 2005 NQ Plan is a voluntary, non-tax qualified, unfunded deferred compensation plan available only to select highly compensated employees for the purpose of providing deferred compensation, and thus potential tax benefits, to these employees.

     Under the 2005 NQ Plan, executive officers of the Company may defer the payment of up to 50% of their base salary, bonus and/or cash performance bonus awards. Amounts so deferred are credited to the participants’ accounts under the 2005 NQ Plan at the time the base salary or bonus compensation would have otherwise been paid. In addition, the Company may make discretionary employer contributions to the participants’ accounts in the 2005 NQ Plan. In recent years, the Company has made Company contributions in order to provide the same percentage of retirement-related deferred compensation to executives compared to other employees that would have been made but for the IRS limits on annual compensation that may be considered under the DPSP. For the 2008 calendar year, the Company made contributions to the 2005 NQ Plan for participants equal to (i) 3% of an executive’s Annual Compensation in excess of the IRS maximum; and (ii) a matching contribution of 50% of the first 4% of Annual Compensation contributed by the executive to a Company retirement plan to the extent not matched by the Company under the DPSP. Participants in the 2005 NQ Plan may elect to have their accounts invested at a rate reflecting (a) the increase or decrease in the fair market value per share of the Company’s Common Shares with dividends reinvested, (b) a fixed rate which is set annually by the Compensation Committee, or (c) returns on any funds available for investment under the DPSP. Employee accounts are fully vested under the 2005 NQ Plan. Payouts under the 2005 NQ Plan are made in cash, as of a specified date selected by the participant or when the participant is no longer employed by the Company, either in a lump sum or installment payments, all as chosen by the participant at the time the deferral is elected. The Compensation Committee may permit hardship withdrawals from a participant’s accounts under defined guidelines. In the event of a defined change in control, the participants’ accounts under the 2005 NQ Plan will generally be paid out as of the date of the change in control.

     Contributions or deferrals for the period before January 1, 2005, are maintained under the Worthington Industries, Inc. Non-Qualified Deferred Compensation Plan, effective March 1, 2000 (the “2000 NQ Plan”). Contributions and deferrals for periods on or after January 1, 2005, are maintained under the 2005 NQ Plan, which was adopted to replace the 2000 NQ Plan in order to comply with the provisions of the then newly-adopted Section 409A of the Internal Revenue Code applicable to non-qualified deferred compensation plans. Among other things, the provisions of Section 409A generally are more restrictive with respect to the timing of deferral elections and the ability of participants to change the time and manner in which accounts will be paid. The 2005 NQ Plan and the 2000 NQ Plan are collectively referred to as the “Employee Deferral Plans”.

     Perquisites

     The Company makes club memberships available to NEOs and other executives because it believes that such memberships can be useful for business entertainment purposes. In 2007, the Company elected to no longer provide executives with leased Company vehicles and generally eliminated leased Company vehicles for all employees unless a substantial portion of their business time involved travel, as is the case with outside sales people.

     For security reasons, the CEO is encouraged to use Company airplanes for personal travel and the CEO reimburses the Company in an amount that approximates the incremental costs to the Company associated with those flights. Other NEOs who use the Company airplanes for personal use are charged an amount equal to the SIFL rate set forth in the regulations promulgated by the United States Treasury Department (“Treasury Regulations”), which is generally less than the Company’s incremental costs.

     Other Company Benefits

     The Company provides employees, including the NEOs, a variety of employee welfare benefits including medical benefits, disability benefits, life insurance, accidental death and dismemberment insurance, and the DPSP noted above. These benefits are generally provided to employees on a Company-wide basis.

Change in Control

     The Company’s stock option plans generally provide that, unless the Board or the Compensation Committee provides otherwise, upon a change in control of the Company, all options then outstanding will become fully vested and exercisable as of the date of the change in control. In addition, the Compensation Committee may allow the optionee to elect, during the 60-day period following the change in control, to surrender the options or a portion thereof in exchange for a cash payment equal to the excess of the change in control price per share over the exercise price per share. If the change in control is within six months of the date of grant of an option held by an optionee who is subject to Section 16(b) of the Exchange Act (including the named executive officers other than Mr. Christie), no election may be made by the optionee with respect to the option prior to six months from the date of grant. If the end of the 60-day period following the change in control is within six months of the date of grant of an option held by an optionee subject to Section 16(b), the option (to the extent not exercised) will be cancelled in exchange for a cash payment to the optionee, made on the day which is six months and one day after the grant date of the option, equal to the change in control price per share over the exercise price per share.

     For purposes of the Company’s stock option plans (the 1997 LTIP and the 2003 Stock Option Plan), a change in control will be deemed to have occurred when any person, alone or together with its affiliates or associates, has acquired or obtained the right to acquire the beneficial ownership of 25% or more of the Company’s outstanding Common Shares, unless such person is: (a) the Company; (b) any employee benefit plan of the Company or a trustee of or fiduciary with respect to any such plan when acting in that capacity; or (c) any person who, on the date the applicable plan became effective, was an affiliate of the Company owning in excess of 10% of the Company’s outstanding Common Shares and the respective successors, executors, legal representatives, heirs and legal assigns of such person (an “Acquiring Person Event”). In addition, in the case of options granted under the 2003 Stock Option Plan, a change in control will also be deemed to have occurred if there is a change in the composition of the Board with the effect that a majority of the directors are not “continuing directors” (as defined in the 2003 Stock Option Plan).

     If a change in control had occurred on May 31, 2008, the value of the unvested options which would have vested upon the change in control (based upon (a) the difference, if any, between (i) the closing market price of the Company’s Common Shares on the last business day of the Company fiscal year end, May 30, 2008 ($19.94), and (ii) the per share exercise price of each such option, multiplied by (b) the number of Common Shares subject to the unvested portion of each such option), for each of the NEOs would have totaled:

John P. McConnell		$	681,080
George P. Stoe		$	183,320
John S. Christie		$	255,440
Mark A. Russell		$	122,400
Harry A. Goussetis		$	102,280

     All long-term cash performance awards and performance share awards provide that, unless the Board or the Compensation Committee provides otherwise, upon a change in control of the Company, all such awards would be considered earned and payable in full at the maximum amounts and would be immediately settled or distributed.

     For purposes of the 1997 LTIP (under which the long-term cash performance awards and performance share awards have been granted), a change in control will be deemed to have occurred when there is an Acquiring Person Event.

     If a change in control had occurred on May 31, 2008, the aggregate value of the long-term cash performance awards and the performance share awards (based on the May 30, 2008 closing market price of $19.94) which would have been paid to each of the NEOs would have totaled:

John P. McConnell		$	6,669,150
George P. Stoe		$	2,712,750
John S. Christie		$	2,848,910
Mark A. Russell		$	1,604,344
Harry A. Goussetis		$	1,458,903

     Cash performance bonus awards provide that if during a performance period, (a) a change in control of the Company (as defined in the relevant plan) occurs and (b) the participant’s employment with the Company terminates on or after the change in control, the participant’s award would be considered earned and payable as of the date of the participant’s termination of employment in the amount designated as “Target” for such award and would be settled or distributed following the date of the participant’s termination of employment. The target amounts for the cash performance bonus awards granted to the NEOs for the six-month performance period ended May 31, 2008, are shown in the “Grants of Plan-Based Awards for Fiscal 2008” table on page 40 of this Proxy Statement. However, if a change in control had occurred on May 31, 2008, since the performance period would have been completed, each of the NEOs would be paid the amount actually earned in respect of the performance period as shown in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table for Fiscal 2008 and Fiscal 2007” beginning on page 37 of this Proxy Statement.

     Under the Employee Deferral Plans, participants’ accounts will generally be paid out as of the date of the change in control. See the “Non-Qualified Deferred Compensation for Fiscal 2008” table on page 45 of this Proxy Statement for further information.

     The Compensation Committee believes that these change in control provisions are appropriate and well within market norms, particularly because the Company has no formal employment contracts or other formal change in control provisions relative to the NEOs or other executives.

Tax Deductibility

     Section 162(m) of the Internal Revenue Code generally limits the deduction that the Company may take for certain remuneration paid in excess of $1,000,000 to any “covered employee” of the Company in any one taxable year. Currently, Section 162(m) of the Internal Revenue Code only applies to the Company’s CEO as well as the three other highest compensated officers of the Company (not including the Company’s Chief Financial Officer). Compensation which qualifies as “qualified performance based compensation” within the meaning of Section 162(m) of the Internal Revenue Code and the related Treasury Regulations will not be taken into account in determining whether this $1,000,000 deduction limitation has been exceeded. Awards granted under the Company’s stock option plans generally qualify as “qualified performance based compensation” under Section 162(m) of the Internal Revenue Code. The Compensation Committee intends to tailor the incentive programs under the 1997 LTIP and the cash performance bonus awards granted to executive officers to so qualify. In Fiscal 2008, executive officers were granted certain cash performance bonus awards under the 1997 LTIP which were tied to the Company’s earnings per share and economic value added performance, and for business unit executives business unit operating income, for the six-month performance period ended May 31, 2008 which the Compensation Committee believes qualify for the “qualified performance based compensation” exemption under Section 162(m).

     The Compensation Committee intends to continue to examine the best method to pay short-term incentive bonus compensation to executive officers, which will include consideration of the application of Section 162(m) of the Internal Revenue Code. The Board is submitting the Worthington Industries, Inc. Annual Incentive Plan for Executives to the shareholders of the Company for approval at the Annual Meeting. This Plan provides for the payment of cash incentive compensation to participants if specified performance objectives during a performance period, each as determined by the Compensation Committee, are achieved. Any such compensation is intended to qualify as “qualified performance based compensation” within the meaning of Section 162(m) of the Internal Revenue Code. See the discussion under the caption “PROPOSAL 2: APPROVAL OF THE WORTHINGTON

INDUSTRIES, INC. ANNUAL INCENTIVE PLAN FOR EXECUTIVES” beginning on page 53 of this Proxy Statement. In addition, shareholder reapproval of performance goals to which restricted stock, performance awards and other stock unit awards settled in Common Shares granted under the 1997 LTIP may be subject, is being sought to enable the Compensation Committee to structure such awards so that any compensation which may be paid in respect of such awards will also qualify as “qualified performance based compensation”. See the discussion under the caption “PROPOSAL 3: REAPPROVAL OF MATERIAL TERMS OF PERFORMANCE GOALS UNDER THE WORTHINGTON INDUSTRIES, INC. 1997 LONG-TERM INCENTIVE PLAN” beginning on page 58 of this Proxy Statement.

     In all cases, whether or not some portion of a covered employee’s compensation is tax deductible, the Compensation Committee will continue to carefully consider the net cost and value to the Company of its compensation policies.

Compensation Committee Report

     The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis (“CD&A”) contained in this Proxy Statement with management.

     Based upon such review and discussion, the Compensation Committee recommended to the full Board, and the Board approved, that the CD&A be included in this Proxy Statement and incorporated by reference into the 2008 Form 10-K.

     The foregoing report is provided by the Compensation Committee of the Board.

Compensation Committee

John B. Blystone, Chair
Michael J. Endres
Peter Karmanos, Jr.
John R. Kasich

Summary Compensation Table

     The following table lists the Fiscal 2008 and Fiscal 2007 compensation of the Company’s CEO, Chief Financial Officer and three other most highly compensated executive officers (the “NEOs”).

Summary Compensation Table for Fiscal 2008 and Fiscal 2007

																						Non-Equity Incentive Plan
																						Compensation								Change in
																						Short-Term / Long-Term								Pension Value
																						Short-								and
																						Term				3-year				Nonqualified
																						Incentive				Perfor-				Deferred				All Other
										Bonus				Stock				Option				Bonus				mance				Compensation				Compen-
Name and		Fiscal				Salary				($)				Awards				Awards				Award				Award				Earnings				sation
Principal Position		Year				($)(1)				(1)(2)				($) (3)				($) (4)				($) (1)(5)				($) (6)				($) (7)				($) (8)				Total ($)
John P. McConnell, Chairman of the Board and Chief			2008				550,000				18,200				165,000				621,203				781,626				-0-				3,396				37,274				2,176,699
Executive Officer			2007				550,000				54,000				-0-				593,570				456,190				750,000				1,560				61,167				2,466,487
George P. Stoe, Executive Vice President and Chief			2008				428,269				180,600				74,250				193,875				508,950				29,167				-0-				54,835				1,469,946
Operating Officer			2007				340,000				523,000				-0-				136,620				-0-				328,657				-0-				91,244				1,419,521
John S. Christie, Former President and Chief Financial			2008				397,823				132,344				68,750				249,895				396,809				-0-				18,483				37,099				507,585
Officer (9)			2007				350,000				483,487				-0-				242,440				-0-				300,000				8,739				86,580				1,471,246
Mark A. Russell, President, The Worthington Steel			2008				302,370				263,551				20,625				162,770				305,506				-0-				-0-				5,089				1,059,911
Company (10)			2007				70,622				166,132				-0-				124,600				-0-				-0-				-0-				255				361,609
Harry A. Goussetis, President, Worthington Cylinder			2008				234,423				168,750				57,441				105,668				206,067				120,833				-0-				42,843				936,025
Corporation			2007				165,000				425,000				18,878				96,960				-0-				151,550				-0-				56,015				816,443

		Fiscal				401(k) Plan				2005 NQ Plan				Group Term Life				Perquisites
		Year				Contributions (a)				Contributions (b)				Insurance Premium (c)				(d)
			2008			$	10,585			$	25,159			$	1,530
John P. McConnell			2007			$	12,927			$	46,308			$	1,819				N/A
																			N/A
			2008			$	9,817			$	29,302			$	1,530			$	14,186
George P. Stoe			2007			$	11,068			$	59,237			$	1,819			$	15,395
			2008			$	8,989			$	26,580			$	1,530				N/A
John S. Christie			2007			$	11,273			$	60,086			$	1,819			$	11,609
			2008			$	3,559			$	0.00			$	1,530				N/A
Mark A. Russell			2007			$	0.00			$	0.00			$	255				N/A
			2008			$	7,888			$	19,000			$	1,530			$	14,425
Harry A. Goussetis			2007			$	11,696			$	23,504			$	1,435			$	26,338

	(a)		The amounts in this column include Company contributions and matching Company contributions made under the DPSP with respect to the applicable fiscal year to the accounts of the NEOs. The DPSP is described under the caption “Compensation Discussion and Analysis — Compensation Components — Deferred Profit Sharing Plan” beginning on page 32 of this Proxy Statement.
	(b)		The amounts in this column include Company contributions and matching Company contributions made under the 2005 NQ Plan with respect to the applicable fiscal year to the accounts of the NEOs. See the “Non-Qualified Deferred Compensation for Fiscal 2008” table on page 45 of this Proxy Statement for more information concerning the contributions made by the Company under the 2005 NQ Plan.
	(c)		The amounts in this column represent the dollar value of the group term life insurance premiums paid by the Company attributable to Fiscal 2007 and Fiscal 2008.
	(d)		Perquisites include dues and similar fees paid by the Company for club memberships used by the NEOs for both business and personal use. Perquisites also include personal use of a Company airplane for Mr. Stoe and Mr. Goussetis. The above table does not reflect the value of perquisites and other personal benefits for Fiscal 2008 for Messrs. McConnell, Christie or Russell or for Fiscal 2007 for Messrs. McConnell or Russell because, in each case, the aggregate value of the perquisites and other personal benefits that he received was less than $10,000.

(9)

On May 2, 2008, John S. Christie, who was then serving as President and Chief Financial Officer of the Company, requested early retirement from the Company. The Company and Mr. Christie agreed that Mr. Christie would retire on July 31, 2008, after the Company’s financial statements for Fiscal 2008 were completed and the Company’s 2008 Form 10-K was filed with the SEC. In connection with Mr. Christie’s retirement: (a) for the months of June and July 2008, Mr. Christie received $66,666 per month in total cash compensation, and no longer participated in the Company’s normal base salary, bonus and cash performance bonus programs; (b) Mr. Christie is subject to a covenant not to compete for three years following his retirement; (c) Mr. Christie will be paid an aggregate amount of $800,000 (which approximates Mr. Christie’s average annual cash compensation (base salary and bonus) for the Company’s fiscal years ended May 31, 2006 and 2007) in bi-monthly installments following his retirement, with a final lump sum payment to be made in March 2009; (d) the Company will pay or waive Mr. Christie’s healthcare premiums under the Company’s employee-paid retiree healthcare program for up to three years; and (e) the normal provisions applicable to retirement will apply in determining Mr. Christie’s benefits and rights under the Company’s stock option plans, incentive compensation plans, DPSP, Employee Deferral Plans and other benefit programs.

(10)

Mr. Russell began employment with the Company in February 2007.

Grants of Plan-Based Awards

     The following table provides information about the equity and non-equity awards granted to the NEOs in Fiscal 2008:

Grants of Plan-Based Awards for Fiscal 2008

																																		All Other
																																		Option
																																		Awards:
																																		Number of				Exercise				Grant
																						Estimated Future Payouts Under												Common				or Base				Date
						Compen-																Equity Incentive Plan Awards (3)												Shares				Price of				Fair
						sation				Estimated Future Payouts Under												Threshold				Target				Maximum				Under-				Option				Value of
						Committee				Non-Equity Incentive Plan Awards												(# of				(# of				(# of				lying				Awards				Option
		Grant				Approval				Threshold				Target				Maximum				Common				Common				Common				Options				($/Sh)				Awards
Name		Date				Date				($)				($)				($)				Shares)				Shares)				Shares)				(4)				(4)				($)(5)
			06/21/07				06/21/07
			06/21/07				06/21/07
			07/02/07				06/21/07	(1)			475,000				950,000				1,425,000
John P. McConnell			12/01/07				11/29/07	(2)			183,750				367,500				735,000				15,000				30,000				45,000				100,000				22.73				694,000
			06/21/07				06/21/07
			06/21/07				06/21/07
			07/02/07				06/21/07	(1)			300,000				600,000				900,000
George P. Stoe			12/01/07				11/29/07	(2)			147,500				295,000				590,000				6,750				13,500				20,250				45,000				22.73				312,300
			06/21/07				06/21/07
			06/21/07				06/21/07
John S. Christie (6)			07/02/07				06/21/07	(1)			250,000				500,000				750,000
			12/01/07				11/29/07	(2)			115,000				230,000				460,000				6,250				12,500				18,750				45,000				22.73				312,300
			06/21/07				06/21/07
			06/21/07				06/21/07
			07/02/07				06/21/07	(1)			175,000				350,000				525,000
Mark A. Russell			12/01/07				11/29/07	(2)			115,000				230,000				460,000				3,750				7,500				11,250				30,000				22.73				208,200
			06/21/07				06/21/07
			06/21/07				06/21/07
			07/02/07				06/21/07	(1)			125,000				250,000				375,000
Harry A. Goussetis			12/01/07				11/29/07	(2)			75,000				150,000				300,000				3,250				6,500				9,750				22,500				22.73				156,150

Outstanding Equity Awards at Fiscal Year-End

     The following table summarizes the outstanding option awards and performance share awards held by the NEOs as of May 31, 2008. Each option grant is shown separately for each NEO. The vesting schedule for unexercised options is shown in the footnotes following this table. For additional information about the option awards and the performance share awards, see the description under the caption “Compensation Discussion and Analysis — Compensation Components — Long-Term Incentives” beginning on page 28 of this Proxy Statement.

Outstanding Equity Awards at Fiscal Year-End for Fiscal 2008

																		Stock Awards
																						Equity
																						Incentive
																						Plan
																						Awards:
																		Equity				Market or
																		Incentive Plan				Payout
		Option Awards (1)																Awards:				Value of
		Number of																Number of				Unearned
		Common				Number of												Unearned				Shares,
		Shares				Common Shares												Shares, Units or				Units or				Equity
		Underlying				Underlying												Other Rights				Other Rights				Incentive Plan
		Unexercised				Unexercised				Option				Option				That Have Not				That Have				Awards:
		Options (#)				Options (#)				Exercise				Expiration				Vested (#)				Not Vested				Performance
Name		Exercisable				Unexercisable				Price				Date				(2)				(3)				Period Ending Date
John P. McConnell			120,000				0			$	13.00				11/18/2008				17,500			$	348,950				05/31/2009
			63,000				0			$	15.00				08/25/2009				15,000			$	299,100				05/31/2010
			70,000				0			$	12.00				05/19/2010
			74,000				0			$	9.30				03/30/2011
			200,000				0			$	15.15				06/03/2012
			80,000				20,000	(4)		$	15.26				06/02/2013
			105,000				70,000	(5)		$	19.20				06/01/2014
			80,000				120,000	(6)		$	17.01				06/01/2015
			26,000				104,000	(7)		$	18.17				06/01/2016
			0				100,000	(8)		$	22.73				07/02/2017
George P. Stoe			32,000				8,000	(4)		$	15.26				06/02/2013				6,250			$	124,625				05/31/2009
			24,000				16,000	(5)		$	19.20				06/01/2014				6,750			$	134,595				05/31/2010
			16,000				24,000	(6)		$	17.01				06/01/2015
			9,000				36,000	(7)		$	18.17				06/01/2016
			0				45,000	(8)		$	22.73				07/02/2017

Outstanding Equity Awards at Fiscal Year-End for Fiscal 2008

																		Stock Awards
																						Equity
																						Incentive
																						Awards:
																		Equity				Market or
																		Incentive Plan				Payout
		Option Awards (1)																Awards:				Value of
		Number of																Number of				Unearned
		Common				Number of												Unearned				Shares,				Equity
		Shares				Common Shares												Shares, Units or				Units or				Incentive Plan
		Underlying				Underlying												Other Rights				Other Rights				Awards:
		Unexercised				Unexercised				Option				Option				That Have Not				That Have				Performance
		Options (#)				Options (#)				Exercise				Expiration				Vested (#)				Not Vested				Period Ending
Name		Exercisable				Unexercisable				Price				Date				(2)				(3)				Date
John S. Christie			30,000				0			$	12.781				06/01/2009				6,250			$	124,625				05/31/2009
			40,000				0			$	15.00				08/25/2009				6,250			$	124,625				05/31/2010
			10,000				0			$	12.00				05/19/2010
			50,500				0			$	9.30				03/30/2011
			100,000				0			$	15.15				06/03/2012
			56,000				14,000	(4)		$	15.26				06/02/2013
			42,000				28,000	(5)		$	19.20				06/01/2014
			24,000				36,000	(6)		$	17.01				06/01/2015
			9,000				36,000	(7)		$	18.17				06/01/2016
			0				45,000	(8)		$	22.73				07/02/2017
Mark A. Russell			20,000				80,000	(9)		$	18.41				02/12/2017				3,375			$	67,298				05/31/2009
			0				30,000	(8)		$	22.73				07/02/2017				3,750			$	74,775				05/31/2010
Harry A. Goussetis			14,000				0	(4)		$	15.15				06/03/2012				4,000			$	79,760				05/31/2009
			16,000				4,000	(5)		$	15.26				06/02/2013				3,250			$	64,805				05/31/2010
			12,000				8,000	(6)		$	19.20				06/01/2014
			8,000				126,000	(7)		$	17.01				06/01/2015
			6,000				24,000	(8)		$	18.17				06/01/2016
			0				22,500			$	22.73				07/02/2017