AMENDMENT NO. 2 TO JUNE 29, 2011 AGREEMENT

AMENDMENT NO. 2

TO

JUNE 29, 2011 AGREEMENT

This Amendment (“Amendment”) dated as of October 29, 2014, is made by and between Schnitzer Steel Industries, Inc. (the “Company”) and Xxxx X. Xxxxxx, Chairman of the Company’s Board of Directors (“Chairman”).

WHEREAS, the Company and Chairman are parties to an amended and restated agreement dated June 29, 2011 (“Agreement”); and

WHEREAS, the Company and Chairman agreed to terminate Chairman’s employment due to Chairman’s retirement December 28, 2012, through Amendment No. 1 (executed November 6, 2012) to the Agreement; and

WHEREAS, under Amendment No. 1 of the Agreement, the term for Chairman’s services and fee for those services expires December 31, 2014;

WHEREAS, the Company and Chairman desire to further amend and extend the Agreement for Chairman’s Services;

NOW, THEREFORE, in consideration of the promises and mutual agreements here contained, the Company and Chairman hereby agree as follows:

1. The Agreement shall now be entitled “Agreement for Services.”

2. Amendment to Section 7(e). Section 7(e), subsection (iii) of the Agreement for Services shall be amended to read as follows:

“(iii) The Chairman’s current Agreement continues through December 31, 2014; the current fee due under the existing Agreement shall be prorated for the December partial Quarter. From January 1, 2015, through December 31, 2017, (the “Service Period”), Chairman shall continue to serve as the non-executive Chairman of the Company’s Board of Directors (the “Board”). During the Service Period, Chairman shall receive an annual calendar year fee of $300,000, payable in arrears in quarterly installments based on the Company’s fiscal quarters and prorated for the Company’s second quarter of fiscal 2015. If Chairman ceases to serve in the capacity of non-executive Chairman of the Board for any reason, such annual fee will be pro-rated for the number of days served by Chairman during the applicable calendar quarter. In addition, for so long as Chairman serves in such position, Chairman shall be entitled to access to an office in the Company’s Portland, Oregon headquarters and appropriate administrative assistant support, as well as comparable communications and information technology access and support as in effect for Chairman as of December 31, 2014. The Company and Chairman agree that the annual fee shall be the sole remuneration received by the Chairman for his services to the Board and Company during the Service Period.”

3. Counterparts. This Amendment may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

4.    Ratification. All provisions of the Agreement remain unchanged and are hereby ratified by the Company and Chairman.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first set forth above.

SCHNITZER STEEL INDUSTRIES, INC.			CHAIRMAN
By:	/s/ Xxxxxx Xxxxxxxx		/s/ Xxxx X. Xxxxxx
	Xxxxxx Xxxxxxxx		Xxxx X. Xxxxxx
	Chair of the Compensation Committee