THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Worthington Industries (WOR)

8/22/2005 Proxy Information

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.

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. Under the agreement with McAir, the Company leases an aircraft as needed for a rental fee per flight. Under the agreement with JMAC, (a) the Company leases from JMAC, on a net basis, an aircraft for a rental fee of $74,725 per month; and (b) the Company allows JMAC 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 JMAC for a per-day charge. The rental fees to the Company under the per-flight rental agreement are set based on Federal Aviation Administration (“FAA”) regulations. The Company believes the rental fees set per such FAA regulations for Fiscal 2005 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 are no less favorable to the Company than those that could be obtained from unrelated third parties.

For Fiscal 2005, (a) the Company paid an aggregate amount of $896,700 under the JMAC agreement and $146,141 under the McAir agreement; and (b) the Company received an aggregate amount of $174,506 from JMAC for aircraft rental and pilot charges.

During Fiscal 2005, the Company, either directly or through business expense reimbursement, paid approximately $176,443 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.

8/31/2004 Proxy Information

John P. McConnell is the son of John H. McConnell, the Company’s founder.

Mr. Dietrich served as Chairman of Dietrich Industries, Inc., a subsidiary of Worthington Industries, for more than five years prior to May 2003, when he retired.

The Company is a party to certain agreements relating to the rental of aircraft from (a) JMAC and (b) McAIR, Inc. (“McAIR”), a corporation wholly-owned by John H. McConnell. Under the agreement with JMAC, the Company leases, on a net basis, an aircraft for a rental fee of $75,725 per month. Under the agreement with McAIR, the Company leases an aircraft, as needed, for a rental fee per flight. For Fiscal 2004, the Company paid an aggregate amount of approximately $896,000 under the JMAC agreement and approximately $92,036 under the McAIR agreement. Based on quotes for similar services provided by unrelated third parties, the Company believes that the rental rates charged by JMAC and McAIR are no less favorable to the Company than those that could be obtained from unrelated entities.

During Fiscal 2004, the Company, either directly or through business expense reimbursement, paid approximately $160,000 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.

8/22/2003 Proxy Information

The Company is a party to certain agreements relating to the rental of aircraft from (i) JMAC, and (ii) McAIR, Inc. (“McAIR”), a corporation wholly-owned by John H. McConnell. Under the agreement with JMAC, the Company leases, on a net basis, an aircraft for a rental fee of $74,025 per month. Under the agreement with McAIR, the Company leases an aircraft as needed for a rental fee per flight. For Fiscal 2003, the Company paid an aggregate amount of approximately $888,300 under the JMAC agreement and approximately $283,400 under the McAIR agreement. Based on quotes for similar services provided by unrelated third parties, the Company believes that the rental rates charged by JMAC and McAIR are no less favorable to the Company than those that could be obtained from the unrelated entities.

As part of the consolidation plan adopted in Fiscal 2002, the Company closed certain operating facilities. In connection with such closures, the Company retained a used equipment broker to sell equipment which would no longer be used. As part of this process, the Company sold five presses previously used in closed Worthington Cylinder operations to JMAC for an aggregate of $125,000, which was the best price offered to the Company for such equipment.

During Fiscal 2003, the Company, either directly or through business expense reimbursement, paid approximately $185,381 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.