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		August 17, 2007

200 Old Wilson Bridge Road
Columbus, OH 43085

Dear Fellow Shareholders:

     The 2007 Annual Meeting of Shareholders (the “Annual Meeting”) of Worthington Industries, Inc. (the “Company”) will be held on Wednesday, September 26, 2007, at Worthington Industries Headquarters, 200 Old Wilson Bridge Road, Columbus, Ohio 43085, beginning at 2:00 p.m., Eastern Daylight Time.

     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 2007 Annual Report is also being delivered to you and provides additional information regarding the financial results of the Company during the fiscal year ended May 31, 2007. If you were a shareholder of record at the close of business on August 1, 2007, you will be entitled to vote in person or by proxy at the Annual Meeting.

     On behalf of the Board of Directors and employees of the Company, I cordially invite all shareholders to attend 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.

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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held September 26, 2007

     NOTICE IS HEREBY GIVEN that the 2007 Annual Meeting of Shareholders of Worthington Industries, Inc. (the “Company”) will be held at 2:00 p.m., Eastern Daylight Time, on Wednesday, September 26, 2007, 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 2010 Annual Meeting of Shareholders;

     (2) To ratify the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending May 31, 2008;

     (3) To consider and act upon the shareholder proposal described in the accompanying Proxy Statement, if such proposal is presented for consideration at the Annual Meeting; and

     (4) To transact any other business which properly comes before the Annual Meeting or any adjournment.

     Only shareholders of record, as shown by the transfer books of the Company, at the close of business on August 1, 2007, are entitled to receive notice of, and to vote at, the Annual Meeting. A copy of the Company’s 2007 Annual Report accompanies this notice.

     Please use this opportunity to take part in the affairs of the Company by voting on the business to come before the Annual Meeting. WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING OR NOT, PLEASE COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED. 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.

August 17, 2007

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

www.worthingtonindustries.com

PROXY STATEMENT

Dated August 17, 2007

ANNUAL MEETING OF SHAREHOLDERS

To Be Held On September 26, 2007

GENERAL INFORMATION ABOUT VOTING

     This Proxy Statement, along with the accompanying proxy card, are 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 26, 2007, at 2:00 p.m., Eastern Daylight Time, or any adjournment. 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, 2007 (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 17, 2007. The total number of issued and outstanding Common Shares on the Record Date entitled to vote at the Annual Meeting was 85,146,226. Each shareholder is entitled to one vote for each Common Share held, and there are no cumulative voting rights in the election of directors.

     To ensure 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 25, 2007. 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 nominees of the Board listed below under the caption “PROPOSAL 1: ELECTION OF DIRECTORS;” (ii) 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, 2008, and (iii) AGAINST the adoption of the shareholder proposal described under the caption “PROPOSAL 3: SHAREHOLDER PROPOSAL,” if the proposal is 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 the shareholder proposal described in this Proxy Statement (if that proposal is 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 choosing one of the following options: executing and returning to the Company a later-dated proxy card; voting in person at the Annual Meeting (but only if you are the registered shareholder); submitting a later-dated electronic vote through the Internet site; or 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 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. 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 even though 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 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 with respect to a particular matter over which the broker/dealer 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 information regarding the number and percentage of outstanding Common Shares beneficially owned (as determined under Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by: (a) each current director of the Company; (b) each of the nominees of the Board for election as a director of the Company; (c) each individual named in the Summary Compensation Table (the “named executive officers” or “NEOs”); (d) all current directors and executive officers of the Company as a group; and (e) each person known by the Company to own beneficially more than five percent of the outstanding Common Shares (as determined under Rule 13d-3 under the Exchange Act), in each case as of the Record Date (except as otherwise noted). 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
Name of Beneficial Owner or		Which Will First Become				Common Shares				Company’s Deferred
Number of Persons in Group		Exercisable Within 60 Days				(2)				Compensation Plans (3)
John B. Blystone			27,180	(4)(5)			*
John S. Christie (6)			443,349	(7)			*				3,013
William S. Dietrich, II			28,300	(4)(8)			*
Michael J. Endres			88,400	(4)(9)			*				25,641
Harry A. Goussetis (6)			92,196	(10)			*				4,186
Peter Karmanos, Jr.			76,300	(4)(11)			*				32,589
John R. Kasich			26,300	(4)(12)			*				15,234
John P. McConnell (6)			2,604,770	(13)			3.1	%
Carl A. Nelson, Jr.			17,300	(4)(14)			*
Edmund L. Ponko, Jr. (6)(15)			0				*
Sidney A. Ribeau			26,300	(4)(16)			*				3,554
Mary Schiavo			30,311	(4)(17)			*
George P. Stoe (6)			82,804	(18)			*				11,552
All Current Directors and Executive Officers as a Group (18 people)			4,182,228	(19)			4.9	%			95,769
John H. McConnell 200 Old Wilson Bridge Road Columbus, OH 43085			14,058,839	(20)			16.5	%
Snow Capital Management, L.P. 2100 Georgetowne Drive Suite 400 Sewickley, PA 15143			6,583,735	(21)			7.7	%

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

Name of Beneficial Owner or

Which Will First Become

Common Shares

Company’s Deferred

Number of Persons in Group

Exercisable Within 60 Days

(2)

Compensation Plans (3)

Columbia Wanger Asset Management, L.P. 227 West Monroe Street Suite 3000 Chicago, IL 60606

4,847,000

(22)

5.7

%

Capital Research and Management Company The Income Fund of America, Inc. 333 South Hope Street Los Angeles, CA 90071

4,474,200

(23)

5.2

%

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 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 forms furnished to the Company and written representations that no other forms were required, the Company believes that, during the fiscal year ended May 31, 2007 (“Fiscal 2007”), 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.

CORPORATE GOVERNANCE

Corporate Governance Guidelines

     Upon the recommendation of the Nominating and Governance Committee, in accordance with applicable sections of the New York Stock Exchange 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. In June 2007, the Corporate Governance Guidelines were amended primarily to reflect the appointment of the Lead Independent Director.

     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 (“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 copy of which is available on the “Corporate Governance” page of the “Investor Relations” section of the Company’s web site located at www.worthingtonindustries.com, 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 (the “Independent Directors”), or any entities for which an Independent Director is a partner, officer, employee or shareholder. The Board has reviewed, considered and discussed such relationships, and the compensation each Independent Director receives, directly or indirectly, from the Company and its subsidiaries 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; or (iii) would impair his or her independence under the Corporate Governance Guidelines or under the guidelines discussed below, and that (b) each of the eight Independent Directors qualifies as an “independent director” under the Corporate Governance Guidelines and the guidelines discussed below. The eight Independent Directors represent a majority of the Company’s ten directors. John S. Christie and John P. McConnell do not qualify as independent under applicable NYSE Rules or the guidelines discussed below because they are executive officers of the Company.

     Under guidelines adopted by the Board, barring any unusual circumstances, 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) of a company that makes payments to, or receives payments from, the Company and its subsidiaries 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; or (b) the Company and its subsidiaries 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. (c) the Company or any of its subsidiaries uses facilities (dining, clubs, etc.) in which the director is a more than 5% owner if charges 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 guidelines and the applicable NYSE Rules, including the relevant relationships described below under the caption “TRANSACTIONS WITH CERTAIN RELATED PERSONS” beginning on page 16 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.

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 or its subsidiaries (“non-employee directors”), each of whom is also a non-management director and 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.

     The Lead Independent Director’s responsibilities include: (1) providing input to the Chairman of the Board and Chief Executive Officer in establishing the agenda for Board meetings; (2) chairing executive sessions of the non-employee directors; (3) 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; (4) 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 (5) working with the Nominating and Governance Committee and the Chairman of the Board and Chief Executive Officer to recommend the membership of the various Board committees as well as the selection of the chairs of the 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, in general, 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. 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 2007. None of the members of the Compensation Committee is a present or past employee or officer of the Company or any of its subsidiaries. During Fiscal 2007 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. Other than Mr. Karmanos, no member of the Compensation Committee has any relationship with the Company or any of its subsidiaries requiring disclosure under Item 404 of SEC Regulation S-K.

     During Fiscal 2007, the Company paid Compuware Corporation (“Compuware”), a software development company of which Mr. Karmanos is Chairman of the Board, Chief Executive Officer and a 6.2% shareholder, approximately $1,900,000, 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 2007 amounted to approximately 0.15% of Compuware’s revenues for its most recent fiscal year, and approximately 0.06% of the Company’s consolidated revenues for Fiscal 2007.

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 letter 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 letters 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 letters 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 ten individuals serving as members of the Board: three in the class whose terms expire at the Annual Meeting of Shareholders in 2007, three in the class whose terms expire at the Annual Meeting of Shareholders in 2008, and four in the class whose terms expire at the Annual Meeting of Shareholders in 2009.

     The Board has designated John R. Kasich, John P. McConnell, and Mary Schiavo, as nominees for re-election as directors of the Company at the Annual Meeting. Each individual was recommended by the Nominating and Governance Committee. Messrs. Kasich and McConnell and Ms. Schiavo are currently serving as directors of the Company for terms that expire at the upcoming Annual Meeting.

     Each individual elected as a director at the Annual Meeting will hold office for a three-year term, expiring at the 2010 Annual Meeting of Shareholders, or until the earlier of (a) his or her successor being duly elected and qualified, or (b) his or her 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 who would otherwise receive the requisite number of votes becomes unable or unwilling to 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 or unwilling to serve as a director of the Company if elected.

     The following information, as of August 1, 2007, concerning the age, principal occupation, other affiliations and business experience of each director during the last five years has been furnished to the Company by such director. Except where indicated, each director has had the same principal occupation for the last five years. John P. McConnell is the son of John H. McConnell, the Company’s founder, who beneficially owns more than 5% of the Company’s outstanding Common Shares. 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

John R. Kasich

     John R. Kasich, age 55, 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 the host of “Heartland” on the Fox News Channel. Mr. Kasich is also a director of Invacare Corporation and serves as Chair of its Nominating Committee.

John P. McConnell

     John P. McConnell, age 53, 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. Mr. McConnell is also a director of Alltel Corporation and serves as Chair of its Compensation Committee and as a member of its Audit Committee.

Mary Schiavo

     Mary Schiavo, age 51, 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.

Directors Whose Terms Continue Until the 2008 Annual Meeting

John S. Christie

     John S. Christie, age 57, has served as President and as a director of the Company continuously since 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 until he became Chief Financial Officer in January 2004. He also served as Chief Operating Officer of the Company from June 1999 until January 2004.

Michael J. Endres

     Michael J. Endres, age 59, 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 a member of the Audit Committee for Tim Hortons Inc.

Peter Karmanos, Jr.

     Peter Karmanos, Jr., age 64, has served continuously as a director of the Company since 1997, is 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.

Directors Whose Terms Continue Until the 2009 Annual Meeting

John B. Blystone

     John B. Blystone, age 54, has served continuously as a director of the Company since 1997 and as Lead Independent Director of the Company since January 2007. He is Chair of the Compensation Committee, and is a member of the Executive Committee. Mr. Blystone served as Chairman, 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 69, 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 May 2003, when he retired.

Carl A. Nelson, Jr.

     Carl A. Nelson, Jr., age 62, has served continuously as a director of the Company since 2004, and is 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. Mr. Nelson is also a director of Dominion Homes, Inc. and serves as Chair of its Audit Committee.

Sidney A. Ribeau

     Sidney A. Ribeau, age 59, 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 has served as President of Bowling Green State University for more than five years. Mr. Ribeau serves as a director of The Andersons, Inc. and Convergys Corporation. Mr. Ribeau serves as a member of the Compensation Committee and Governance/Nominating Committee for The Andersons, Inc.; and as a member of the Audit Committee and Finance Committee for Convergys Corporation.

Meetings of the Board

     The Board held five meetings during Fiscal 2007, including regularly scheduled and special meetings. During Fiscal 2007, each incumbent director attended at least 75% of the aggregate of (a) the total number of meetings held by the Board during the period he or she served as a director, and (b) the total number of meetings held by all committees of the Board on which such director served during the period he or she served, with the exception of Mr. Ribeau who attended 69%.

     Our Board and management are committed to effective corporate governance practices. Our Corporate Governance Guidelines describe the governance principles and procedures by which the Board functions. The Board annually reviews and updates the Corporate Governance Guidelines and the Board committee charters in response to corporate governance developments, including applicable NYSE 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. These executive sessions of non-management directors 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 2007. Mr. Blystone currently serves as the Lead Independent Director. The primary responsibilities of the Lead Independent Director are to coordinate the activities of the non-employee directors, facilitate communications between management and the non-employee directors, and chair executive sessions of the Board’s non-employee directors.

Board Member Attendance at Annual Shareholder Meetings

     Historically, the Company did not have a formal policy regarding required attendance by the members of the Board at annual meetings of the shareholders since there had been no Board meeting scheduled at that time. Directors and nominees who were in Columbus at the time of the Company’s Annual Meeting were encouraged to attend. During the fiscal year ended May 31, 2006, the Board changed its schedule for quarterly meetings so that quarterly meetings 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. On September 27, 2006, nine of the ten incumbent directors attended the Company’s 2006 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 Company’s 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
John S. Christie
William S. Dietrich, II*								X
Michael J. Endres*		X		Ä		X
Peter Karmanos, Jr.*		X				X		Chair
John R. Kasich*						X		X
John P. McConnell		Chair
Carl A. Nelson, Jr.*				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. 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 system of internal disclosure controls 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’s specific responsibilities include: (i) 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 all other audit or non-audit engagements of the independent registered public accounting firm; (ii) reviewing the independence, qualifications and performance of the Company’s independent registered public accounting firm; (iii) reviewing and approving in advance both audit and permitted non-audit services; (iv) setting hiring policies for employees or former employees of the Company’s independent registered public accounting firm; (v) monitoring the partner rotation of the independent registered public accounting firm; (vi) reviewing the Company’s accounting procedures and policies, 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; (vii) reviewing the activities of the internal auditors and the Company’s independent registered public accounting firm; (viii) preparing an annual report for inclusion in the Company’s proxy statement; (ix) establishing procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and (x) 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 seven times during Fiscal 2007. The Audit Committee’s report relating to Fiscal 2007 begins on page 43.

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 status 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: (a) discharging the Board’s responsibilities relating to compensation of the Company’s executive management; (b) preparing, producing, reviewing and/or discussing with management, as appropriate, such reports and other information required by applicable law, regulations, or other standards with respect to executive and director compensation including those required for inclusion in the Company’s proxy statement; (c) reviewing and advising the Board with respect to Board compensation; (d) administering the Company’s stock option and long-term incentive programs and other plans and programs which the Board designates; (e) carrying out such other roles and responsibilities as the Board may designate; and (f) carrying out such other responsibilities delegated to it by the Board. 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 three times during Fiscal 2007. The compensation discussion and analysis regarding executive compensation for Fiscal 2007 begins on page 18 and the Compensation Committee Report for Fiscal 2007 is on page 27.

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: (a) ensure that the Board is comprised of members with the appropriate skills, qualities and experience; (b) identify and recommend individuals to be nominated for election as directors by the shareholders and to fill vacancies on the Board; (c) develop and recommend to the Board corporate governance principles of the Company; and (d) carry out the duties and responsibilities outlined in its charter. Under the terms of its charter, the Nominating and Governance Committee is to: (i) develop principles of corporate governance and recommend them to the Board for its approval;

(ii) periodically review the principles of corporate governance approved by the Board to insure that they remain relevant and are being complied with; (iii) recommend to the Board for its approval the Corporate Governance Guidelines of the Board; (iv) 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; (v) review the procedures and communication plans for shareholder meetings and ensure that required information on the Company is adequately presented; (vi) 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; (vii) recommend criteria for the selection of Board members and Board committee members; (viii) review and recommend Board policies on age and term limits for Board members; (ix) plan for continuity on the Board as existing Board members retire or rotate off the Board; (x) 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; (xi) 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; (xii) evaluate the performance of current Board members proposed for re-election, and recommend to the Board as to whether or not members of the Board should stand for re-election; (xiii) 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; (xiv) lead an annual evaluation of the Board as a whole; (xv) conduct an annual evaluation of the Committee; (xvi) provide oversight with respect to the evaluation of the Board committees and of management; (xvii) 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; (xviii) with the Chairman of the Board, recommend to the Board individuals to be chairs and members of Board committees; and (xix) 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: (a) review the relationships between the Company and a 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; (b) 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 (c) make appropriate recommendations to the Board concerning determinations necessary to find a director to be an independent director.

     The Nominating and Governance Committee met one time during Fiscal 2007.

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 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 Company’s Board Recommends That Shareholders Vote For the Election of All of the Nominees of The Board Named Above.

TRANSACTIONS WITH CERTAIN RELATED PERSONS

     The Company’s policy with respect to related person transactions is generally set forth in the Company’s written Code of Conduct under the heading “Conflicts of Interest.” Such conflicts of interest can arise when the employee’s or director’s personal or family relationships, his or her 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 an 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 also 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.

     On an annual basis, both the Audit Committee and the Nominating and Governance Committee review related person transactions in which executive officers and directors have an interest. These committees consider and discuss these transactions, which are then disclosed to and reviewed with the entire Board. In reviewing these transactions, the committees and the Board consider whether the transactions have been appropriately disclosed, are fair and reasonable to the Company, are consistent with similar transactions available from third-parties, and whether or not they could have a material impact on such individual’s exercise of his or her independent judgment on behalf of the Company.

     The Company is a party to certain agreements relating to the rental of aircraft to and from JMAC and McAir, Inc. (“McAir”), a corporation wholly-owned by John H. McConnell. Through September 2006 (the first four months of Fiscal 2007), the Company leased from JMAC, on a net basis, an aircraft for a rental fee of $74,725 per month. Under the agreements with JMAC and McAir, the Company is allowed to 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 per such FAA regulations for Fiscal 2007 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 2007, (a) the Company paid an aggregate amount of $355,264 under the JMAC lease agreements and $99,930 under the McAir lease agreement; and (b) the Company received an aggregate amount of $92,848 from JMAC for aircraft rental and pilot charges, and $313,635 from McAir for aircraft rental and pilot charges.

     During Fiscal 2007, the Company, either directly or through business expense reimbursement, paid approximately $140,000 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 2007, the Company paid Compuware, a software development company of which Mr. Karmanos is Chairman of the Board, Chief Executive Officer and a 6.2% shareholder, approximately $1,900,000, 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 payment to Compuware for Fiscal 2007 amounted to approximately 0.15% of Compuware’s consolidated revenues for its most recent fiscal year, and approximately 0.06% of the Company’s consolidated net revenues for Fiscal 2007.

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 identified in the “Summary Compensation Table for Fiscal 2007” appearing on page 28 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 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 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 full copy of which is posted on 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, as appropriate; and producing, reviewing and/or discussing with management, as appropriate, such reports and other information required by applicable law, regulations or other standards with respect to executive and director compensation.

     The Compensation Committee has periodically retained compensation consultants to assist the Committee in fulfilling its responsibilities and in Fiscal 2007, retained Towers Perrin for this purpose. The Committee has authority to retain and terminate such compensation consultants, 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 top executive officers. After each regularly scheduled meeting, the Compensation Committee may meet in executive session. In this session, the Compensation Committee will generally have sessions with the CEO only, 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 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. Target ownership levels are structured as a multiple of annual cash compensation (base salary plus bonus) or retainer, with directors and the CEO set at five times, the Chief Financial Officer and the Chief Operating Officer set at two times, business unit presidents set at one-and-a-half times, and other executives set at one time, total annual cash compensation. 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. The officer or director is expected to attain the targeted level within five years of the adoption of the policy or, 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. Therefore, the Company uses incentives, profit sharing or otherwise, whenever possible. 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 paid quarterly based on operating results and individual performance.

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 the total compensation for executives will be comprised of 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
	•		It will promote long-term careers at the Company.

     The Company’s practice is that executive compensation be highly leveraged. Base salaries are deliberately set at levels below market-competitive levels. When the Company performs well, bonuses tied to Company performance are intended to put Company executives above the market median range of total annual cash compensation paid to officers of comparable companies. During periods of weaker Company performance, bonuses decline so that total annual cash compensation falls below the market median range of the total annual cash compensation.

     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 forms of incentive compensation. The Company also believes it appropriate for long-term incentives to have a cash compensation component and an equity-based compensation component, which incents 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 a 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 (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. 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.

     This review process includes meeting directly with the independent compensation consultant retained by the Compensation Committee 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 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 incentive compensation.

     The Compensation Committee has begun using 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 sheets also show the estimated compensation that would be received by the CEO and other NEOs under various scenarios, including 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 has concluded that the current and future performance should be the most significant factors in setting the current compensation for the Company’s executive officers.

     Annually, the CEO’s performance is evaluated by the Compensation Committee and/or the 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.

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 level 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 officers with similar responsibilities. It is the Compensation Committee’s intent, in general, to set base salaries well below market median levels and have total annual cash compensation be driven by bonuses.

     As reported in the Company’s definitive Proxy Statement for the 2006 Annual Meeting of Shareholders, in May 2006, the Compensation Committee approved base salary increases effective June 1, 2006, for NEOs John P. McConnell, John S. Christie, George P. Stoe and Harry A. Goussetis, based upon changes in the external market, the relative relationship between the base salaries of the NEOs to the market data, and the promotions received by Mr. Stoe and Mr. Goussetis. Such increases are reflected in the “Summary Compensation Table for Fiscal 2007” on page 28 of this Proxy Statement which sets forth the base compensation (salary) of the NEOs for Fiscal 2007.

     Incentive Compensation – Bonuses

     The NEOs and certain other key employees of the Company participate in the Company’s executive bonus program (the “Bonus Plan”) in which discretionary quarterly bonuses are paid to participants based largely on corporate, business unit, or operating unit results, and individual performance. Although operating results is the largest variable in determining the amount of the bonus, an individual’s bonus may 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. Quarterly bonuses may also be paid pursuant to performance awards under the 1997 Long-Term Incentive Plan (the “1997 LTIP”) based upon achieving earnings per share results for the quarter, or other metrics as set by the Compensation Committee. As noted above, bonuses are targeted and paid so that if the Company performs well, annual total cash compensation to the executive would be above market median, and if the Company does not perform well, annual total compensation to the executive would be below market median.

     Bonuses are paid quarterly and generally targeted to account for in excess of 50% of a participant’s total annual cash compensation (base salary plus bonus). Bonuses are determined and paid within a reasonable time after quarterly results become known.

     Long-Term Incentives

     The Compensation Committee has implemented a long-term incentive program for the NEOs and other executive officers, which anticipates consideration 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.

     Total long-term incentive payout targets are set based upon market median values for the competitive market, the incumbent’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 were reduced as the Compensation Committee determined that performance shares would be less dilutive to shareholders than options and would link more of the long-term incentive 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 interest 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.

     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. Since the Company has changed the timing of its annual Compensation Committee and Board meeting dates from May to June, the Compensation Committee has determined to grant options effective as of the first business day in July following the meeting. 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” below.

     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 our 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 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 other reason 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 June 1, 2006, the Company made annual awards of options to purchase an aggregate of 656,000 Common Shares, with an exercise price equal to $18.17, the fair market value of the Common Shares on the grant date, to 39 employees. Of those options granted, 285,000 Common Shares were covered by options awarded to the NEOs. The option grants to the NEOs in Fiscal 2007 are detailed in the “Grants of Plan-Based Awards for Fiscal 2007” table on page 30. For purposes of the Grants of Plan-Based Awards for Fiscal 2007 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 2007 is reported within the amount shown in the “Options Awards” column of the “Summary Compensation Table for Fiscal 2007” on page 28 of this Proxy Statement.

     Effective February 12, 2007, Mark A. Russell became the President of The Worthington Steel Company, the Company’s Steel Processing business unit. On that date, he was granted options to purchase 100,000 Common Shares with an exercise price equal to $18.41, the fair market value of the Common Shares on the grant date.

     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. For the three-year performance period beginning 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 will be 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 it is believed that: (i) the earnings per share growth metric strongly correlates with our growth and equity value; (ii) operating profit 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 getting the most out 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 ending May 31, 1998. The Company’s executives have attained some portion of a cash performance award in four out of the ten three-year performance periods which have ended on or prior to May 31, 2007.

     Based on the Company’s performance for Fiscal 2007 and through the date of this Proxy Statement, it appears that it will be difficult for the NEOs to attain the performance measures set for the periods ending May 31, 2008 and 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 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 Company 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 terminates awards, but on termination for reasons of 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. 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 at maximum, payable in full, and immediately settled or distributed.

     Performance share awards granted for the performance period from June 1, 2006 through May 31, 2009 can be found in the table headed “Grants of Plan-Based Awards for Fiscal 2007” on page 30 of this Proxy Statement. For purposes of the Grants of Plan-Based Awards for Fiscal 2007 table, the performance share award is valued at “fair value” calculated in accordance with SFAS 123R and the compensation expense associated with the performance share awards and recognized during Fiscal 2007 is reported in the “Stock Awards” column of the “Summary Compensation Table for Fiscal 2007” on page 28 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.

     Cash Performance Awards

     Cash performance awards are intended to reward executives for achieving pre-established financial goals over a three-fiscal-year period. The 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. Cash performance awards may be paid in cash, Common Shares of the Company, other property, or any combination thereof, at the sole discretion of the Compensation Committee 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 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 terminates awards, but on termination for reasons of 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. 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 at maximum, payable in full, and immediately settled or distributed.

     Cash performance awards granted for the three-year performance period ending May 31, 2009 can be found in the table headed “Grants of Plan-Based Awards for Fiscal 2007” on page 30 of this Proxy Statement.

     Cash performance awards earned for the three-year performance period ended May 31, 2007 by the NEOs can be found in the “Summary Compensation Table for Fiscal 2007” on page 28 of this Proxy Statement in the “Non-Equity Incentive Plan Compensation” column. As noted in footnote (5) to the “Summary Compensation Table for Fiscal 2007,” these payments reflect cash performance awards earned for the three-year period as a result of the Company’s achievement of the specified maximum level for corporate economic value added and, for Mr. Goussetis and Mr. Stoe, for the specified maximum level of operating income from the Company’s Pressure Cylinders business unit, for the time each was President of Worthington Cylinder Corporation (the Company’s Pressure Cylinders business unit). The earnings per share growth thresholds and the Steel Processing business unit and Metal Framing business unit operating income thresholds were not met.

     Performance Awards — Change in Control Provisions

     As noted above, in the event of a change in control, any unvested outstanding options will vest and any outstanding cash performance awards and performance share awards will be considered earned at the maximum and payable in full and immediately settled or distributed. The Compensation Committee believes that these provisions are appropriate and well within market norms, particularly because the Company has no other formal employment contracts or formal change in control provisions relative to the NEOs or other executives.

     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 Company 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 specified by SFAS 123R, which the Company adopted effective June 1, 2006. Options are valued using the Black-Scholes pricing model based upon grant date price per 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 vested period of the options on a straight-line basis using the fair value of options on the date of grant using 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 contained in the Company’s Annual Report on Form 10-K for Fiscal 2007 filed on July 30, 2007 (the “2007 Form 10-K”).

     Performance share awards payable in Common Shares are initially valued using the grant date per share price 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, except Mr. Ponko, 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. Mr. Ponko participated in the Dietrich Industries, Inc. Salaried Employees’ Profit Sharing Plan (the “Dietrich 401(k)”) which is a 401(k) plan similar to the DPSP and includes most full-time, non-union employees of Dietrich Industries, Inc. 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 wages, profit sharing and bonus payments, overtime and commissions, up to the maximum limit set by the Internal Revenue Service (“IRS”) from year to year ($225,000 for calendar 2007). 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 and quarterly bonus. 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 and 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 2007 calendar year, the Company made contributions to the 2005 NQ Plan for participants equal to (i) a 3% of an executive’s Annual Compensation in excess of the IRS maximum and (ii) 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 or in the case of Mr. Ponko, the Dietrich 401(k). 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 and effective beginning January 1, 2005. Among other things, the provisions of Section 409A generally are more restrictive with respect to the timing of deferred 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 they 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 airplane for personal use are charged an amount equal to the SIFL rate set forth in 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 or the Dietrich 401(k) 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 upon a change in control of the Company (as defined in the plans), 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 a change in control had occurred on May 31, 2007, the value of the unvested options which would have vested upon the change in control (based upon (a) the spread between (i) the closing market price of the Company’s Common Shares on May 31, 2007 ($21.11), minus (ii) the per share exercise price of each such option, multiplied by (b) the number of Common Shares subject to the unvested options for each of the NEOs) would have totaled:

John P. McConnell		$	1,711,150
John S. Christie		$	692,320
George P. Stoe		$	402,940
Harry A. Goussetis		$	271,200
Edmund L. Ponko, Jr.		$	442,080

     All cash performance awards and performance share awards provide that, upon a change in control of the Company (as defined with respect to the awards), all such awards would be considered earned and payable in full at the maximum amounts and would be immediately settled or distributed.

     If a change in control had occurred on May 31, 2007, the value of the amounts of the cash performance awards and the performance share awards (based on the May 31, 2007, closing market price of $21.11) which would have been paid to each of the NEOs would have totaled:

John P. McConnell		$	5,908,275
John S. Christie		$	2,210,813
George P. Stoe		$	2,008,729
Harry A. Goussetis		$	1,124,362
Edmund L. Ponko, Jr.		$	1,559,153

     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 2007” table on page 35 of this Proxy Statement for further information.

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

     Tax Deductibility

     Section 162(m) of the Internal Revenue Code limits deductions for compensation paid to a publicly-held corporation’s five most highly compensated executive officers to $1,000,000 per year per executive officer, excluding “performance-based compensation” meeting certain requirements. Treasury regulations issued under Section 162(m) define the provisions which compensatory plans must contain to qualify for the “performance-based” exemption under Section 162(m). The Company’s stock option plans qualify for the exemption. The Compensation Committee intends to tailor the incentive programs under the 1997 LTIP to also qualify them for the exemption. Although bonuses are driven by financial and individual performance, awards under the Bonus Plan, which has been in effect since 1966, do not meet the technical requirements for the “performance-based” exemption under Section 162(m). In Fiscal 2007, John P. McConnell was granted certain quarterly bonus awards under the 1997 LTIP which were tied to the Company’s earnings per share performance for the quarter and which the Compensation Committee believes qualify for the “performance-based” exemption under Section 162(m). The Compensation Committee intends to continue to examine the best method to pay quarterly bonuses to Mr. McConnell and other executive officers, which will include consideration of the application of Section 162(m). In all cases, whether or not some portion of a covered executive officer’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 the review and discussion referred to in the preceding paragraph, 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 2007 Form 10-K.

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

Summary Compensation Table

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

Summary Compensation Table for Fiscal 2007

																										Change in
																										Pension Value and
																										Nonqualified
																						Non-Equity				Deferred				All Other
														Stock				Option				Incentive Plan				Compensation				Compen-
Name and Principal		Fiscal				Salary				Bonus				Awards				Awards				Compensation				Earnings				sation
Position		Year				($)(1)				($)(1)(2)				($) (3)				($) (4)				($) (5)				($) (6)				($) (7)				Total ($)
John P. McConnell, Chairman of the Board and Chief Executive Officer			2007				550,000				510,190				-0-				593,570				750,000				2,149				61,167				2,467,076
John S. Christie, President and Chief Financial Officer			2007				350,000				483,487				-0-				242,440				300,000				12,040				86,580				1,474,547
George P. Stoe, Executive Vice President and Chief Operating Officer; Interim President, Dietrich Industries, Inc.			2007				340,000				523,000				-0-				136,620				328,657				-0-				91,244				1,419,521
Harry A. Goussetis, President, Worthington Cylinder Corporation			2007				165,000				425,000				18,878				96,960				151,550				-0-				50,504				907,892
Edmund L. Ponko, Jr. Former President, Dietrich Industries, Inc. (8)			2007				220,000				321,750				-0-				154,280				93,750				1,619				64,366				855,765

										Taxable Group Term
		401(k) Plan				2005 NQ Plan				Life Insurance				Perquisites
		Contributions (a)				Contributions (b)				Premium (c)				(d)
John P. McConnell		$	12,927			$	46,308			$	1,932				-0-
John S. Christie		$	11,273			$	60,086			$	3,612			$	11,609
George P. Stoe		$	11,068			$	59,237			$	5,544			$	15,395
Harry A. Goussetis		$	11,696			$	23,504			$	1,626			$	13,678
Edmund L. Ponko, Jr.		$	7,735			$	29,677			$	616			$	26,338

Grants of Plan-Based Awards

     The following table provides information about the equity and non-equity awards granted to the NEOs in Fiscal 2007:

Grants of Plan-Based Awards for Fiscal 2007

All Other

Option

Awards:

Exercise

Number of

or Base

Compensa-

Common

Price of

tion

Shares

Option

Grant Date Fair

Committee

Underlying

Awards

Value of Option

Grant

Approval

Estimated Future Payouts Under Non-

Estimated Future Payouts Under Equity

Options

($/Sh)

Awards

Name

Date

Date

Equity Incentive Plan Awards (1)(2)

Incentive Plan Awards (3)

(4)

(4)

(5)

Threshold

Target

Maximum

(# of

(# of

(# of

Threshold

Target

Maximum

Common

Common

Common

($)

($)

($)

Shares)

Shares)

Shares)

John P.

06/01/06

05/19/06

550,000

1,100,000

1,650,000

17,500

35,000

52,500

130,000

18.17

756,600

McConnell

06/01/06

05/19/06

06/01/06

05/19/06

John S.

06/01/06

05/19/06

230,000

460,000

690,000

6,250

12,500

18,750

45,000

18.17

261,900

Christie

06/01/06

05/19/06

06/01/06

05/19/06

George P.

06/01/06

05/19/06

230,000

460,000

690,000

6,250

12,500

18,750

45,000

18.17

261,900

Stoe (6)

06/01/06

05/19/06

06/01/06

05/19/06

Harry A.

06/01/06

05/19/06

125,000

250,000

375,000

4,000

8,000

12,000

30,000

18.17

174,600

Goussetis

06/01/06

05/19/06

(6)

06/01/06

05/19/06

Edmund L.

06/01/06

05/19/06

167,500

335,000

502,500

4,250

8,500

12,750

35,000

18.17

203,700

Ponko, Jr.

06/01/06

05/19/06

(7)

06/01/06

05/19/06

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, 2007. Each 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 21 of this Proxy Statement.

Outstanding Equity Awards at Fiscal Year-End for Fiscal 2007

Option Awards (1)																										Stock Awards
																										Equity
																										Incentive Plan
																										Awards:
																										Number of				Equity Incentive
						Number of																				Unearned				Plan Awards:
						Common				Number of																Shares, Units				Market or Payout
						Shares				Common Shares																or Other				Value of Unearned
						Underlying				Underlying																Rights That				Shares, Units or
						Unexercised				Unexercised								Option				Option				Have Not				Other Rights That
						Options (#)				Options (#)								Exercise				Expiration				Vested (#)				Have Not Vested
Name		Grant Date				Exercisable				Unexercisable								Price ($)				Date				(2)				($) (3)
John P. McConnell			11/20/1997				60,000				0							$	18.5625				11/20/2007
			11/18/1998				120,000				0							$	13.00				11/18/2008
			08/25/1999				63,000				0							$	15.00				08/25/2009
			05/19/2000				70,000				0							$	12.00				05/19/2010
			03/30/2001				74,000				0							$	9.30				03/30/2011
			06/03/2002				160,000				40,000				(4	)		$	15.15				06/03/2012
			06/02/2003				60,000				40,000				(5	)		$	15.26				06/02/2013
			06/01/2004				70,000				105,000				(6	)		$	19.20				06/01/2014
			06/01/2005				40,000				160,000				(7	)		$	17.01				06/01/2015
			06/01/2006				0				130,000				(8	)		$	18.17				06/01/2016				52,500			$	1,108,275
John S. Christie			06/01/1999				63,000				0							$	12.781				06/01/2009
			08/25/1999				40,000				0							$	15.00				08/25/2009
			05/19/2000				22,000				0							$	12.00				05/19/2010
			03/30/2001				50,500				0							$	9.30				03/30/2011
			06/03/2002				80,000				20,000				(4	)		$	15.15				06/03/2012
			06/02/2003				42,000				28,000				(5	)		$	15.26				06/02/2013
			06/01/2004				28,000				42,000				(6	)		$	19.20				06/01/2014
			06/01/2005				12,000				48,000				(7	)		$	17.01				06/01/2015
			06/01/2006				0				45,000				(8	)		$	18.17				06/01/2016				18,750			$	395,813
George P. Stoe			06/02/2003				24,000				16,000				(5	)		$	15.26				06/02/2013
			06/01/2004				16,000				24,000				(6	)		$	19.20				06/01/2014
			06/01/2005				8,000				32,000				(7	)		$	17.01				06/01/2015
			06/01/2006				0				45,000				(8	)		$	18.17				06/01/2016				18,750			$	395,813

Option Awards (1)																										Stock Awards
																										Equity
																										Incentive Plan
																										Awards:
																										Number of				Equity Incentive
						Number of																				Unearned				Plan Awards:
						Common				Number of																Shares, Units				Market or Payout
						Shares				Common Shares																or Other				Value of Unearned
						Underlying				Underlying																Rights That				Shares, Units or
						Unexercised				Unexercised								Option				Option				Have Not				Other Rights That
						Options (#)				Options (#)								Exercise				Expiration				Vested (#)				Have Not Vested
Name		Grant Date				Exercisable				Unexercisable								Price ($)				Date				(2)				($) (3)
Harry A. Goussetis			06/03/2002				26,000				8,000				(4	)		$	15.15				06/03/2012
			06/02/2003				12,000				8,000				(5	)		$	15.26				06/02/2013
			06/01/2004				8,000				12,000				(6	)		$	19.20				06/01/2014
			06/01/2005				4,000				16,000				(7	)		$	17.01				06/01/2015
			06/01/2006				0				30,000				(8	)		$	18.17				06/01/2016				12,000			$	253,320
Edmund L. Ponko,			05/19/2000				6,000				0							$	12.00				05/19/2010
Jr. (9)			03/30/2001				16,000				0							$	9.30				03/30/2011
			06/03/2002				32,000				8,000				(4	)		$	15.15				06/03/2012
			06/02/2003				18,000				12,000				(10	)		$	15.26				06/02/2013
			06/01/2004				20,000				30,000				(11	)		$	19.20				06/01/2014
			06/01/2005				10,000				40,000				(12	)		$	17.01				06/01/2015
			06/01/2006				0				35,000				(13	)		$	18.17				06/01/2016				12,750	(14)		$	269,152	(14)

Option Exercises and Stock Awards Vested

     The following table sets forth information about options exercised by the NEOs in Fiscal 2007, including the number of Common Shares acquired upon exercise and the value realized. No stock awards vested or were paid in Fiscal 2007 to the NEOs.

Option Exercises and Stock Vested for Fiscal 2007

		Option Awards								Stock Awards
		Number of Common								Number of Common
		Shares Acquired on				Value Realized on				Shares Acquired on				Value Realized on
Name		Exercise (#)				Exercise ($) (1)				Vesting ($)				Vesting ($)
John P. McConnell			0				0				—				—
John S. Christie			15,000				132,347				—				—
George P. Stoe			0				0				—				—
Harry A. Goussetis			9,000				86,419				—				—
Edmund L. Ponko, Jr. (2)			10,000				100,351				—				—

Non-Qualified Deferred Compensation

     As discussed above in “Compensation Discussion and Analysis – Compensation Components – Non-Qualified Deferred Compensation” beginning on page 25 of this Proxy Statement, the Company maintains two Employee Deferral Plans which have provided for the deferral of compensation on a basis that is not tax-qualified — the 2000 NQ Plan and the 2005 NQ Plan. Contributions and deferrals for the period from March 1, 2000, to January 1, 2005, are maintained under 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 Section 409A of the Internal Revenue Code. The terms of the 2005 NQ Plan, which are discussed below, are similar to those of the 2000 NQ Plan but 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 Employee Deferral Plans are intended to supplement the 401(k) plans sponsored by the Company.

     Only select highly compensated employees of the Company, including the NEOs, are eligible to participate in the Employee Deferral Plans. Currently, 133 employees of the Company are eligible to participate in the 2005 NQ Plan and 67 employees of the Company have accounts in the 2000 NQ Plan.

     Under the 2005 NQ Plan, participants may defer the payment of up to 50% of their base salary and quarterly bonus. Deferred amounts 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 participants’ accounts in the 2005 NQ Plan. For the 2007 calendar year, in order to provide the same percentage of retirement-related deferred compensation contributions to participants compared to other employees that would have been made but for the IRS limits on annual compensation that may be considered under tax-qualified plans, the Company has made contributions to the 2005 NQ Plan for participants equal to (i) 3% of a participant’s Annual Compensation (base salary plus bonus) in excess of the IRS maximum and (ii) a matching contribution of 50% of the first 4% of Annual Compensation contributed by the participant to a Company retirement plan to the extent not matched by the Company under the DPSP or the Dietrich 401(k).

     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 in up to 10 annual installment payments, all as chosen by the participant at the time the deferral election is made. The Compensation Committee may permit hardship withdrawals from a participant’s account under the 2005 NQ Plan in accordance with defined guidelines. In the event of a change in control of the Company, the aggregate balance of each participant’s account will be accelerated and paid out as of the date of the change in control unless otherwise determined by three-fourths of the members of the Board..

     The following table provides information concerning the participation by the NEOs in the Employee Deferral Plans for Fiscal 2007.

Non-Qualified Deferred Compensation for Fiscal 2007

								Company				Aggregate				Aggregate
				Contributions by the				Contributions in Fiscal				arnings in Fiscal				Withdrawals/
				Executives in Fiscal				2007				2007				Distributions				Aggregate Balance at
Name		Name of Plan		2007 ($) (1)				($)(2)				($) (3)				($)				May 31, 2007 ($)
John P. McConnell		2000 NQ Plan			-0-				-0-				15,882								248,351
		2005 NQ Plan			-0-				28,038				1,451								47,759
John S. Christie		2000 NQ Plan			-0-				-0-				90,715								1,262,769
		2005 NQ Plan			183,075				35,062				20,378								408,673
George P. Stoe		2000 NQ Plan			-0-				-0-				3,790								24,750
		2005 NQ Plan			390,537				31,668				95,622								840,634
Harry A. Goussetis		2000 NQ Plan			-0-				-0-				7,500								33,826
		2005 NQ Plan			19,786				15,538				2,556								45,845
Edmund L. Ponko, Jr.		2000 NQ Plan			-0-				-0-				54,760								263,490
		2005 NQ Plan			72,350				16,036				11,577								225,811

COMPENSATION OF DIRECTORS

     The Compensation Committee annually reviews, with the assistance of its compensation consultant, Towers Perrin, certain market information provided by the consultant concerning compensation (both cash and non-cash) paid to directors. Based upon such information, the Company’s past practices concerning directors’ compensation and such other information as the Compensation Committee deems appropriate, the Compensation Committee makes recommendations to the Board with respect to directors’ compensation. The compensation payable to the directors is set by the entire Board.

Cash Compensation

     The following table sets forth the cash compensation payable to the directors who are non-employee directors. Directors who are employees of the Company receive no additional compensation for serving as members of the Board or as members of Board committees. Directors are reimbursed for out-of-pocket expenses incurred in connection with their serving as directors, including travel expenses.

Annual Retainer		$	45,000
Lead Independent Director Annual Retainer		$	25,000
Attendance at a Board Meeting (including telephonic meetings)		$	1,500
Audit Committee Chair Annual Retainer		$	10,000
Committee Chair (other than Audit) Annual Retainer		$	7,500
Attendance at a Board Committee Meeting (including telephonic meetings)		$	1,500

Director Deferral Plans

     Under the Company’s Director Deferral Plans, non-employee directors are able to defer payment of all or a portion of their directors’ fees until a specified date or until they are no longer associated with the Company. Any fees deferred are credited to the director’s account at the time the fees would have otherwise been paid. Participants in the Director Deferral Plans 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) rates of return on any of the funds available for investment under the DPSP. The Director Deferral Plans are administered by the Compensation Committee. All accounts are fully vested. The Compensation Committee may permit hardship withdrawals from a participant’s account under defined guidelines. In the event of a defined change in control, participants’ accounts under the Director Deferral Plans will be accelerated and paid out as of the date of change in control unless otherwise determined by three-fourths of the members of the Board. The Worthington Industries, Inc. Deferred Compensation Plan for Directors, as Amended and Restated, effective June 1, 2000 (the “Directors 2000 NQ Plan”) governs deferrals prior to January 1, 2005. Deferrals with respect to the period on or after January 1, 2005, are governed by the Worthington Industries, Inc. 2005 Deferred Compensation Plan for Directors (the “Directors 2005 NQ Plan”) which was adopted in order to comply with new requirements imposed by then newly-adopted Section 409A of the Internal Revenue Code applicable to non-qualified deferred compensation plans beginning January 1, 2005. Among

other things, the applicable 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.

Equity Grants

     Prior to 2006, the non-employee directors of the Company received automatic annual grants of non-qualified stock options under the Worthington Industries, Inc. 2000 Stock Option Plan for Non-Employee Directors (the “2000 Directors Option Plan”). The shareholders of the Company approved the Worthington Industries, Inc. 2006 Equity Incentive Plan for Non-Employee Directors (the “2006 Directors Equity Plan”) at the 2006 Annual Meeting of Shareholders. Under the 2006 Directors Equity Plan, the Board may grant non-qualified stock options, restricted stock, restricted stock units, stock appreciation rights and whole Common Shares to non-employee directors of the Company. Awards under the 2006 Directors Equity Plan are made by the Board in its discretion.

     On September 27, 2006, each individual then serving as a non-employee director was granted: (a) an option to purchase 5,000 Common Shares, with an exercise price equal to the $17.23 fair market value of the Common Shares on the grant date; and (b) an award of 1,300 shares of restricted stock. Each option granted to a non-employee director has a ten-year term and becomes vested and fully exercisable on the first to occur of (i) the first anniversary of the grant date (i.e. September 27, 2007); or (ii) the date of the 2007 Annual Meeting.

     On January 22, 2007, Mr. Blystone was granted: (a) an option to purchase 2,500 Common Shares, with an exercise price equal to the $18.22 fair market value of the Common Shares on the grant date; and (b) an award of 750 shares of restricted stock. These additional grants were made to Mr. Blystone in connection with his appointment as Lead Independent Director of the Company.

     Upon a business combination or change in control (as defined in the 2006 Directors Equity Plan), each option will become vested and fully exercisable. Vesting of an option also accelerates upon death, total disability, or retirement after a non-employee director attains age 65 or has served at least nine years as a member of the Board. If a non-employee director becomes totally disabled or dies while in service as a member of the Board, he or she (or, in the event of death, his or her beneficiary) has three years from the date of the occurrence to exercise any vested options, subject to the stated term of the options. In the event a non-employee director retires after he or she has attained age 65 or has served at least nine years as a member of the Board, the non-employee director may exercise any vested options for a period of three years after the date of retirement, subject to the stated term of the options. If a non-employee director ceases to be a member of the Board for cause, all options terminate immediately. If a non-employee director ceases to be a member of the Board for any reason other than those listed above, the non-employee director’s options may be exercised (to the extent then exercisable) for a period of one year following the date of termination, subject to the stated term of the options.

     Each share of restricted stock granted to a non-employee director vests upon the first to occur of: (i) the first anniversary of the grant date (i.e., September 27, 2007); or (ii) the date of the 2007 Annual Meeting. Upon a business combination or change in control, all shares of restricted stock will become fully vested. In the case of death, total disability, or retirement, all shares of restricted stock would also immediately become fully vested. If a non-employee director’s service on the Board terminates for any other reason, unvested shares of restricted stock will be forfeited. During the time between the grant date and the vesting date, a non-employee director may exercise full voting rights in respect of the shares of restricted stock and dividends paid to the Company’s shareholders of record would be accrued and paid in respect of the shares of restricted stock upon the vesting date if the underlying shares of restricted stock vest.

     The Board anticipates that each individual then serving as a non-employee director will be granted, effective as of the date of the Annual Meeting: (a) an option to purchase 5,000 Common Shares (7,500 for Mr. Blystone to reflect his position as Lead Independent Director), with an exercise price equal to the fair market value of the Common Shares on the grant date and the remaining terms of each option would be the same as those applicable to the options granted on September 27, 2006; and (b) an award of 1,300 shares of restricted stock (2,050 shares of restricted stock for Mr. Blystone to reflect his position as Lead Independent Director) with terms which would be the same as those applicable to the shares of restricted stock awarded on September 27, 2006.

Director Compensation for Fiscal 2007

     The following table sets forth information concerning the compensation earned by non-employee directors of the Company during Fiscal 2007:

Director Compensation for Fiscal 2007 (1)

																		Change in Pension
																		Value and
		Fees Earned				Stock								Non-Equity Incentive				Nonqualified Deferred				All Other
		or Paid in				Awards				Option Awards				Plan Compensation				Compensation				Compensation
Name		Cash ($)(2)				($) (3)				($) (4)				($)				Earnings (5)				($)				Total ($)
John B. Blystone (6)			89,500				19,488				30,452				-0-				-0-								139,440
William S. Dietrich, II			52,500				14,933				25,293				-0-				-0-								92,726
Michael J. Endres			69,000				14,933				25,293				-0-				-0-								109,226
Peter Karmanos, Jr.			64,500				14,933				25,293				-0-				-0-								104,726
John R. Kasich			57,000				14,933				25,293				-0-				-0-								97,226
Carl A. Nelson			71,500				14,933				25,293				-0-				-0-								111,726
Sidney A. Ribeau			58,500				14,933				25,293				-0-				2,167								100,893
Mary Schiavo			61,500				14,933				25,293				-0-				3,802								105,528

EQUITY COMPENSATION PLAN INFORMATION

     The Company maintains five equity compensation plans (the “Equity Plans”) under which Common Shares are authorized for issuance to eligible directors, officers and employees: (a) the 1990 Stock Option Plan; (b) the 1997 LTIP; (c) the 2000 Directors Option Plan; (d) the 2003 Stock Option Plan; and (e) the 2006 Directors Equity Plan. Each Equity Plan has been approved by the shareholders of the Company.

     The following table shows for the Equity Plans, as a group, the number of Common Shares issuable upon the exercise of outstanding options and upon payout of outstanding performance share awards, the weighted-average exercise price of outstanding options, and the number of Common Shares remaining available for future issuance, excluding Common Shares issuable upon exercise of outstanding options or upon payout of outstanding performance share awards, in each case as of May 31, 2007.

Equity Compensation Plan Information

		Number of
		Common Shares to								Number of Common Shares
		Be Issued upon				Weighted-average				Remaining Available for
		Exercise of				Exercise Price of				Future Issuance under
		Outstanding				Outstanding				Equity Compensation Plans
		Options, Warrants				Options, Warrants				[excluding Common Shares
		and Rights				and Rights				reflected in column (a)]
Plan Category		(a)				(b)				(c)
Equity compensation plans approved by shareholders			6,437,727	(1)		$	16.33	(2)			6,362,129	(3)
Equity compensation plans not approved by shareholders			—				—				—
TOTAL			6,437,727	(1)		$	16.33	(2)			6,362,129	(3)

PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF

     The Audit Committee of the Company’s Board has appointed KPMG LLP (“KPMG”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2008, and recommends that the shareholders vote for the ratification of that appointment. KPMG audited the Company’s consolidated financial statements as of and for the fiscal years ended May 31, 2007, and May 31, 2006, and the effectiveness of the Company’s internal control over financial reporting as of May 31, 2007. Representatives of KPMG are expected to be present at the Annual Meeting and will be given the opportunity to make a statement if they so desire and to respond to appropriate questions.

     The appointment of the Company’s independent registered public accounting firm is made annually by the Audit Committee. The Company has determined to submit the appointment of the independent registered public accounting firm to the shareholders for ratification. Before appointing KPMG, the Audit Committee carefully considered that firm’s qualifications as the independent registered public accounting firm for the Company and the audit scope.

Recommendation and Vote

The Audit Committee and the Board Recommend that Shareholders Vote For the Ratification of the Appointment of KPMG.

     The affirmative vote of a majority of the Common Shares represented at the Annual Meeting, in person or by proxy, and entitled to vote on the proposal, is required to ratify the appointment of KPMG as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2008. The effect of an abstention is the same as a “no” vote. Even if the appointment of KPMG is ratified by the shareholders, the Audit Committee, in its discretion, could decide to terminate the engagement of KPMG and to engage another firm if the Audit Committee determines such action necessary or desirable. If the appointment of KPMG is not ratified, the Audit Committee of the Company’s Board will reconsider the appointment.

PROPOSAL 3: SHAREHOLDER PROPOSAL

     The Company expects the following proposal (the “Shareholder Proposal”) to be presented for consideration at the Annual Meeting by the Office of the Comptroller of New York City, as the custodian and trustee of the New York City Employees’ Retirement System, the New York City Teachers’ Retirement System, the New York City Police Pension Fund, and the New York City Fire Department Pension Fund, and custodian of the New York City Board of Education Retirement System (collectively, the “New York City Funds”), which together held an aggregate of 203,660 Common Shares, as of April 2, 2007. The Office of the Comptroller’s address is: The City of New York, Office of the Comptroller, 1 Centre Street, New York, New York 10007-2341.

Shareholders’ Supporting Statement – Sexual Orientation Non-Discrimination Policy

     Submitted by William C. Thompson, Jr., Comptroller, City of New York on behalf of the Boards of Trustees of the New York City Funds listed above.

SEXUAL ORIENTATION

     WHEREAS, corporations with non-discrimination policies relating to sexual orientation have a competitive advantage to recruit and retain employees from the widest talent pool;

     Employment discrimination on the basis of sexual orientation diminishes employee morale and productivity;

     The company has an interest in preventing discrimination and resolving complaints internally so as to avoid costly litigation and damage [sic] its reputation as an equal opportunity employer;

     Minneapolis, Seattle and Los Angeles, and San Francisco have adopted legislation restricting business with companies that do not guaranteed [sic] equal treatment for lesbian and gay employees and similar legislation is pending in other jurisdictions;

     The company has operations in and makes sales to institutions in states and cities which prohibit discrimination on the basis of sexual orientation;

     A recent National Gay and Lesbian Taskforce study has found that 16%-44% of gay men and lesbians in twenty cities nationwide experienced workplace harassment or discrimination based on their sexual orientation;

     National public opinion polls consistently find more than three-quarters of the American people support equal rights in the workplace for gay men, lesbians, and bisexuals;

     A number of Fortune 500 corporations have implemented non-discrimination policies encompassing the following principles:

     1) Discrimination based on sexual orientation and gender identity will be prohibited in the company’s employment policy statement.

     2) The company’s non-discrimination policy will be distributed to all employees.

     3) There shall be no discrimination based on any employee’s actual or perceived health condition, status, or disability.

     4) There will be no discrimination in the allocation of employee benefits on the basis of sexual orientation or gender identity.

     5) Sexual orientation and gender identity issues will be included in corporate employee diversity and sensitivity programs.

     6) There will be no discrimination in the recognition of employee groups based on sexual orientation or gender identity.

     7) Corporate advertising policy will avoid the use of negative stereotypes based on sexual orientation or gender identity.