PHILIP SERVICES CORP/DE
AMENDED NONEMPLOYEE DIR. RESTRICTED STOCK PLAN
<DOCUMENT>
<TYPE>EX-10.13
<SEQUENCE>4
<FILENAME>h04782exv10w13.txt
<DESCRIPTION>AMENDED NONEMPLOYEE DIR. RESTRICTED STOCK PLAN
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.13

                              AMENDED AND RESTATED

                           PHILIP SERVICES CORPORATION
                   NONEMPLOYEE DIRECTORS RESTRICTED STOCK PLAN

         1. PURPOSE. PHILIP SERVICES CORPORATION, a Delaware corporation, hereby
adopts the Philip Services Corporation Nonemployee Directors Restricted Stock
Plan. The purpose of the Plan is to attract and retain outstanding individuals
to serve as members of the Board of Directors of the Company by providing such
persons opportunities to acquire shares of common stock of the Company, thereby
strengthening the mutuality of interest between such persons and the Company's
stockholders. Certain capitalized terms are defined in Section 14 of the Plan.

         2. SHARES RESERVED UNDER THE PLAN. There is hereby reserved for
issuance under the Plan an aggregate of 400,000 Shares, which may be authorized
but unissued shares or treasury shares; provided, however, that no Shares shall
be granted under the Plan if such Shares, together with all previously
established or proposed share compensation arrangements of the Company could
result, at any time, in (1) the number of Shares of Stock reserved for issuance
pursuant to stock options granted to insiders (which for purposes of this
Section 2 shall be as defined in Section 627 of The Toronto Stock Exchange's
Company Manual, as the same may be amended from time to time (the "Company
Manual")) exceeding 10% of the number of Shares of Stock outstanding on a
non-diluted basis immediately prior to the time of such grant excluding Shares
of Stock issued pursuant to share compensation arrangements over the preceding
one-year period; (2) the number of Shares of Stock reserved for issuance
pursuant to stock options granted to any person exceeding 5% of the number of
Shares of Stock outstanding on a non-diluted basis immediately prior to the time
of such grant; (3) the issuance to insiders within a one-year period of a number
of Shares of Stock exceeding 10% of the number of Shares of Stock outstanding
immediately prior to the time of issuance excluding Shares of Stock issued
pursuant to share compensation arrangements over the preceding one-year period;
or (4) the issuance to any one insider and such insider's associates (which for
purposes of this Section 2 shall be as defined in Section 627 of the Company
Manual) within a one-year period of a number of Shares of Stock exceeding 5% of
the Shares of Stock outstanding on a non-diluted basis immediately prior to the
time of issuance excluding Shares of Stock issued pursuant to share compensation
arrangements over the preceding one-year period. If there is a lapse,
expiration, termination or forfeiture of any Grant of Restricted Shares under
this Plan, all such Shares may again be used for new Grants under this Plan.

         3. PARTICIPATION. Participation in this Plan is limited to Nonemployee
Directors. Nonemployee Directors who participate in the Plan are sometimes
herein referred to as "Participants."

         4. EFFECTIVE DATE AND TERM. This Plan shall be submitted to the
stockholders of the Company at the next Annual Meeting to be held following the
date of its adoption by the Board, and no Shares shall be granted unless and
until it is so approved. If approved by a majority vote of the stockholders
present and voting at such meeting, the Plan shall be effective the date of
approval (the "Effective Date"). The term of the Plan shall continue until the
tenth anniversary of the Effective Date (unless sooner terminated by the Board),
or until


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all Shares reserved for Grants have been granted. No new Grants may be made
after the termination of the Plan, but termination shall not affect the vesting
of outstanding Grants of Restricted Shares.

         5. SHARES TO BE GRANTED UNDER THE PLAN. On the first business day of
each fiscal quarter during the term of the Plan, each Nonemployee Director who
is a member of the Board shall receive a Grant of Shares, provided that the
total number of Shares granted to each Nonemployee Director in any single year
shall not exceed the number determined by dividing the amount of $10,000 by the
Fair Market Value of the Stock on the date of each relevant grant, rounded to
the next lower number of whole shares.

         6. VESTING OF SHARES. All Shares granted pursuant to this Plan shall be
subject to vesting as hereinafter provided. Except as otherwise provided below,
if a Participant terminates his/her service as a member of the Board, all Shares
that have not vested prior to such termination shall be forfeited and shall
revert to the Company without further action by the Company or payment of
consideration to the Participant. A Share that has not yet vested is referred to
herein as a "Restricted Share," and the period during which a Share is a
Restricted Share is referred to as the "Restricted Period."

            (a) Except as otherwise provided herein, twenty-five percent (25%)
of the Shares granted pursuant to each Grant (rounded to the next higher number
of whole Shares) shall vest, and such Shares shall no longer be Restricted
Shares, on each anniversary of the date of such Grant, provided that the
Participant is still a member of the Board on such date. The vesting schedule
provided in this Section 6(a) shall be applied separately to each Grant;
provided, however, that in the case of Grants to Nonemployee Directors who were
first elected as Nonemployee Directors prior to the Effective Date, the vesting
schedule shall be based on anniversaries of the date on which they were first
elected as Nonemployee Directors.

            (b) In the case of Nonemployee Director who dies while still a
member of the Board, all Shares granted to such Nonemployee Director shall be
fully vested. The Committee may permit Participants to designate beneficiaries
to receive the Shares of a Participant who dies prior to the vesting of such
Shares, in accordance with procedures established by the Committee, but if the
Committee does not adopt such procedures, or if the Director has not designated
a beneficiary or the Committee is unable to determine who the Director's
beneficiary was, the Shares shall be issued to the Participant's estate.

            (c) If a Participant resigns from the Board or terminates his/her
services as a member of the Board by reason of a mental or physical disability
which prevents him/her from performing his/her duties as a Nonemployee Director
(as determined by the Committee), all Shares granted to such Participant shall
be fully vested.

            (d) Upon the occurrence of a Change of Control, all outstanding
Shares previously granted to all Participants shall be fully vested.

            (e) If a Participant is not nominated for a new term on the Board at
the expiration of his/her regular term after indicating his/her willingness to
be re-elected (as


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determined by the Committee), or is not re-elected by the stockholders after
being nominated, all outstanding Shares previously granted to such Participant
shall be fully vested.

            (f) Anything else contained herein to the contrary notwithstanding,
if any Participant is finally determined by any court of competent jurisdiction
to have committed fraud on the Company or a willful or intentional breach of
his/her fiduciary obligations as a member of the Board, all Grants, whether or
not otherwise vested, shall be forfeited to the maximum extent permitted by law,
and no Grant shall vest, nor shall the Company have any obligation to issue any
Shares or certificates, to any Participant during the pendency of any judicial
proceeding alleging any such fraud or willful or intentional breach of fiduciary
duty.

        7. CERTIFICATES; RIGHTS OF PARTICIPANTS.

            (a) Upon each Grant that includes Restricted Shares, the Company
shall issue a certificate or certificates in respect of the Restricted Shares in
the name of the Participant, and shall hold such certificate(s) on deposit for
the account of the Participant with respect to the Restricted Shares represented
thereby until such time as Restricted Shares vest. Such certificate shall bear
the following (or a similar) legend:

            "The transferability of this certificate and the shares of stock
            represented hereby are subject to the terms and conditions
            (including forfeiture) contained in the Philip Services Corporation
            Nonemployee Directors Restricted Stock Plan. A copy of said Plan is
            file in the offices of the Secretary of Philip Services Corporation;
            9700 Higgins Road, Suite 750; Rosemont, IL 60018."

            The Participant further agrees, if required by the Company, he/she
will execute a stock power endorsed in blank in favor of the Company with
respect to the Shares and shall promptly deliver such stock power to the
Company.

            (b) Upon the vesting of the Restricted Shares, the Company shall
deliver to the Participant (or Participant's legal representative, beneficiary
or heir, as the case may be) the certificate(s) in respect of such Shares and
any related stock powers held by the Company pursuant to Section 7(b) above. The
Restricted Shares which shall have vested shall be free of the restrictions
referred to in Sections 6 and 8, and the certificate(s) relating to such vested
Shares shall not bear the legend provided for in Section 7(a).

            (c) Except as otherwise provided herein, the Participant, as owner
of the Restricted Shares, shall have all rights of a stockholder, including, but
not limited to, the right to receive all dividends paid on the Restricted Shares
and the right to vote the Restricted Shares.

         8. NONTRANSFERABILITY. Any Restricted Shares granted under this Plan
shall not be transferable during the Restricted Period. Notwithstanding the
foregoing, the Committee may, subject to any required regulatory approval,
permit Participants to transfer Restricted Shares to members of their family,
trusts, family partnerships or other entities established for members of their
family, or charitable organizations, subject to such terms, conditions and
limitations as the Committee may require. Any Restricted Shares so transferred
shall remain subject to forfeiture in the hands of the transferee during the
Restricted Period.


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         9. OTHER PROVISIONS; SECURITIES REGISTRATION. The issuance of any
Shares under the Plan may also be subject to other provisions as legal counsel
to the Company deems appropriate, including, without limitation, such provisions
as may be appropriate to comply with federal or state securities laws and stock
listing requirements. Each Participant acknowledges and agrees that the issuance
of Shares pursuant to the Plan has not been registered with the SEC, and that
unless and until such issuance is registered the sale of such Shares may be
limited as necessary to comply with applicable securities laws.

         10. EQUITABLE ADJUSTMENTS. Notwithstanding any other provision of the
Plan, in the event of a reorganization, recapitalization, stock split, reverse
split, stock dividend, distribution of assets other than pursuant to a normal
cash dividend, combination of shares, merger, consolidation, split-up,
split-off, spin-off, share exchange or any similar change in the corporate
structure or shares of the Company, the Committee shall make such adjustments as
it deems are appropriate (such determination to be conclusive) to reflect such
event (and to prevent the dilution or enlargement of rights under the Plan and
outstanding Restricted Shares) for all purposes of the Plan, including, without
limitation, adjusting the number and kind of shares of stock or other securities
of the Company or any successor with respect to which Grants may be made, or
providing for the conversion of outstanding Restricted Shares into other stock
or securities of the Company or any successor, or repurchasing all or part of
such Restricted Shares for their Fair Market Value, taking into account any
effect of such event on Fair Market Value and the acceleration of vesting if
such event constitutes a Change of Control.

         11. AMENDMENT OR DISCONTINUATION OF PLAN. The Board may amend or
discontinue the Plan at any time or suspend or discontinue the Plan at any time,
except that no amendment to the Plan shall adversely affect any Grant made prior
to the date of such amendment without the express written consent of the
Participant affected, and the Board may not adopt any change to the Plan that
would cause Grants to cease to qualify as exempt transactions under SEC Rule
16b-3, or that would violate the listing rules of any stock exchange on which
the Shares are listed, except for any such change as would not have such effect
if approved by the stockholders of the Company, in which case, the Board may
only adopt such change subject to such approval.

         12. MISCELLANEOUS.

            (a) Nothing contained herein shall be construed to give any person
the contractual right to be nominated or elected to the Board, or limit in any
way the provisions of the By-laws of the Company relating to the appointment or
removal of Directors or the power of the Company to amend such By-laws.

            (b) This Plan shall be governed and construed in accordance with the
laws of the State of Delaware (regardless of the law that might otherwise govern
under applicable Delaware principles of conflicts of laws).

            (c) Any notice required or permitted to be given by the Company or
any Participant hereunder may be given by personal delivery, sent by facsimile
or reputable overnight courier service, or sent by registered or certified
United States mail, with proper postage prepaid, and addressed to the Company at
its principal corporate headquarters, to the


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attention of the Secretary, and to a Participant at his/her most recent address
listed on the records of the Company. Notices shall be given when delivered by
hand and deemed given on the next business day following transmission by
facsimile or overnight courier, or on the fifth business day after being mailed.

            (d) In interpreting this Plan, all singular words include the plural
form and vice versa, and nouns and pronouns of one gender include all genders.
Captions and section headings are for convenience of reference and have no
substantive meaning.

         13. COMMITTEE.

            (a) This Plan shall be administered by the Committee. The Committee
shall have the authority, in its sole discretion, subject to the consent or
approvals, if any, required by the rules of any stock exchange on which the
securities of the Company are then listed or traded and subject to and not
inconsistent with the express provisions of the Plan, to administer the Plan and
to exercise all the powers and authority either specifically granted to it under
the Plan or necessary or admissible in connection with the administration of the
Plan, including, without limitation, the authority to interpret and construe all
terms of the Plan and to prescribe, amend and rescind rules, regulations and
procedures relating to the Plan, and to make all other determinations deemed
necessary or advisable for the administration of the Plan. Any determination,
interpretation, construction or other action made or taken pursuant to the
provisions of the Plan by or on behalf of the Committee shall be final, binding
and conclusive for all purposes and upon all persons, including without
limitation the Company, the Company's stockholders, the Participants and their
respective successors in interest. Notwithstanding the foregoing provisions of
this Section 13(a), all powers, authority and duties given the Committee by any
provision of this Plan may be exercisable by the Board or delegated by the Board
to any other person or committee in its sole discretion, except to the extent
that such delegation would prevent a Grant that is intended to qualify under SEC
Rule 16b-3 from so qualifying.

            (b) No member of the Committee, or officer or employee of the
Company, shall be personally liable by reason of any action taken, or omitted,
by such person, which such person believed in good faith to be proper under the
Plan, or for any mistake of judgment made in good faith, and the Company shall
indemnify and hold harmless each member of the Committee, and each other officer
or employee of the Company to whom any duty or power relating to the
administration or interpretation of the Plan has been delegated, against any
cost or expense (including reasonable fees and disbursements of legal counsel)
or liability (including any sum paid in settlement of a claim with the approval
of the Committee) arising out of any act or omission in connection with the Plan
unless arising out of such person's own fraud or bad faith.

         14. CERTAIN DEFINITIONS. As used herein, the following terms shall have
the following meanings:

            (a) "Annual Meeting" means the regular annual meeting of
stockholders of the Company.

            (b) "Board" means the Board of Directors of the Company.


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            (c) "Change of Control" means the occurrence after the Effective
Date of any of the events described in (i), (ii), or (iii) below. Certain
capitalized terms used to determine whether a Change of Control has occurred are
defined in (iv).

            (i)   Any person (as defined in the Exchange Act), directly or
                  indirectly, becomes the beneficial owner (as defined in Rule
                  13d-3 under the Exchange Act) or has the right to exercise
                  control or direction over Voting Securities of the Company
                  carrying in excess of 40 percent of the votes attached to all
                  Voting Securities of the Company then outstanding other than a
                  person that is an Insider.

            (ii)  The individuals who constitute the Board on the Effective Date
                  together with those who first become directors subsequent to
                  such date and whose election to the Board was approved by a
                  vote of at least a majority of the directors then still in
                  office who were either directors as of such date or whose
                  recommendation, election or nomination for election was
                  previously so approved (other than any directors whose initial
                  election was a result of a proxy contest or a threatened proxy
                  contest), cease for any reason to constitute a majority of the
                  members of the Board.

            (iii) Either

                  (A)   the stockholders of the Company approve any business
                        combination having the effect that the existing
                        stockholders of the Company do not own or control at
                        least 75% of the Voting Securities of the resulting
                        entity in approximately the same proportion as they
                        owned such securities of the Company immediately prior
                        to the business combination; or

                  (B)   the stockholders of the Company approve either (1) a
                        liquidation or dissolution of the Company or (2) a sale
                        of all or substantially all of the assets of the Company
                        and, in the case of either (1) or (2), the existing
                        stockholders of the Company do not own or control at
                        least 75% of the Voting Securities of the acquiring or
                        resulting entity in approximately the same proportion as
                        they owned the Voting Securities of the Company
                        immediately prior to any such transaction.

            (iv)  For purposes of the definition of "Change of Control":

                  (A)   "Exchange Act" means the Securities Exchange Act of
                        1934, as amended from time to time.

                  (B)   "Insider" means a person (as defined in the Exchange
                        Act) that as of December 19, 2002 beneficially owns or
                        exercises control or discretion over, directly or
                        indirectly, more than 25 percent of the Voting
                        Securities of the Company.


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                  (C)   "Voting Securities" of any corporation means any
                        securities of such corporation ordinarily carrying the
                        right to vote in respect of election of directors of
                        such corporation; provided, that if any such securities
                        shall at any time carry the right to cast more than one
                        vote in respect of the election of directors, such
                        securities shall, when and so long as they carry such
                        right, be considered for the purposes of this Plan to
                        constitute such number of the securities as is equal to
                        the number of votes in respect of the election of
                        directors as may be cast by the holder.

            (d) "Committee" means the Outside Director Compensation Committee of
the Board, which comprises the Company's Senior Vice President, Human Resources;
Senior Vice President and Chief Financial Officer; and Senior Vice President and
General Counsel, or such other committee as the Board may designate to
administer the Plan. If there shall be no Outside Director Compensation
Committee of the Board and no committee of the Board is so designated,
"Committee" means the entire Board.

            (e) "Company" means Philip Services Corporation, a Delaware
corporation, its successors and assigns.

            (f) "Fair Market Value" of a Share means:

            (i)   If the Stock is listed on The NASDAQ Stock Market ("NASDAQ")
                  and has been designated as a NASDAQ National Market ("NNM")
                  security,

                  (A)   the average of the reported highest and lowest sale
                        prices per share of such Stock as reported on NASDAQ on
                        the relevant date; or

                  (B)   in the absence of reported sales on that date, the
                        average of the reported highest and lowest sales prices
                        per share on the last previous day for which there was a
                        reported sale; or

            (ii)  If the Stock is listed on NASDAQ as a NASDAQ SmallCap Market
                  security (and has not been designated as a NNM security), the
                  average of the highest bid and lowest asked prices per share
                  of Stock on the relevant date; or

            (iii) If the preceding clauses (i) and (ii) do not apply, but the
                  Stock is listed on one or more national securities exchanges
                  or the Toronto Stock Exchange,

                  (A)   the average of the reported highest and lowest sale
                        prices per share of such Stock as reported on the
                        reporting system selected by the Committee on the
                        relevant date; or

                  (B)   in the absence of reported sales on that date, the
                        average of the reported highest and lowest sales prices
                        per share on the last previous day for which there was a
                        reported sale; or


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                  (iv)  If the preceding clauses (i), (ii), and (iii) do not
                        apply, the Fair Market Value determined by the
                        Committee, using such criteria as it shall determine, in
                        good faith and in its sole discretion, to be appropriate
                        for such valuation.

                  (g) "Grant" means an issuance of Shares to a Nonemployee
Director pursuant to Section 5.

                  (h) "Nonemployee Director" means a member of the Board who is
not a salaried officer or employee of the Company or any of its consolidated
subsidiaries.

                  (i) "Participant" means a Nonemployee Director who
participates in the Plan.

                  (j) "Plan" means this Nonemployee Directors Restricted Stock
Plan, including any amendments hereof and rules and regulations hereunder.

                  (k) "Restricted Share" means a Share that has not yet vested
as provided in Section 6. The period of time when a Share is a Restricted Share
is the Restricted Period.

                  (l) "SEC" means the Securities and Exchange Commission.

                  (m) "Share" means a single share of Stock granted pursuant to
this Plan.

                  (n) "Stock" means the common stock of Philip Services
Corporation, a Delaware Corporation, having a par value of $0.01 per share, or
such other securities as may be determined pursuant to Section 10.


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