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                                                                 EXHIBIT 10 (xv)

                                  CO-STEEL INC.

                  EQUITY-BASED PLAN FOR NON-EMPLOYEE DIRECTORS

1.00   PURPOSE

1.01   The Co-Steel Equity Plan for Non-Employee Directors (the "Plan") is
intended to enhance the Corporation's ability to attract and retain talented
individuals to serve as members of the Board and to promote a greater alignment
of interests between directors and shareholders of the Corporation.

2.00   DEFINITIONS

2.01   As used in this Plan, the following terms have the following meanings:

         (a)      "BOARD" means the Board of Directors of the Corporation.

         (b)      "COMMITTEE" means the Compensation Committee of the Board or
                  such other persons designated by the Board from time to time.

         (c)      "COMMON SHARE" means a common share of the Corporation.

         (d)      "CORPORATION" means Co-Steel Inc.

         (e)      "DEFERRED SHARE UNIT" means a bookkeeping entry, equivalent in
                  value to a Common Share, credited in accordance with an
                  election made by an Eligible Director pursuant to Section 5.00
                  or Section 6.00.

         (f)      "DEFERRED SHARE UNIT ACCOUNT" means the account maintained for
                  the Eligible Director on the books of the Corporation into
                  which Deferred Share Units will be credited in accordance with
                  Section 5.00 of this Agreement.

         (g)      "ELECTION DATE" means the date on which an Eligible Director
                  files an election with the Secretary of the Corporation
                  pursuant to Section 5.01(a).

         (h)      "ELIGIBLE DIRECTOR" means any director who is neither an
                  employee nor a full-time officer of the Corporation or any
                  subsidiary thereof on the applicable Election Date.

         (i)      "FAIR MARKET VALUE" on a particular date means the closing
                  price of the Common Shares as reported by the Toronto Stock
                  Exchange on the preceding day in which Common Shares traded on
                  the Toronto Stock Exchange.

         (j)      "FEES" means the annual retainer, fees for attending Board or
                  committee meetings or fees serving as Chair or Vice-Chair of
                  the Board or a committee thereof.

         (k)      "PLAN" means the plan described in this document.

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         (l)      "PURCHASE DATE" shall be the date(s) during each fiscal year
                  on which Fees are normally paid.

         (m)      "SETTLEMENT DATE" means any date after the Termination Date
                  determined by the Eligible Director (or after the Eligible
                  Director's death by his or her legal representative) which
                  date is no later than the end of the first calendar year
                  commencing after the Termination Date.

         (n)      "TERMINATION DATE" means the date on which an Eligible
                  Director terminates Board service by reason of his or her
                  death, retirement from, or loss of office as a director of the
                  Corporation.

3.00   EFFECTIVE DATE

3.01   The Plan shall be effective as of November 1, 1999.

4.00   ADMINISTRATION

4.01   The Plan shall be administered by the Committee. The Committee is
authorized to interpret the Plan, to establish, amend and rescind any rules and
regulations relating to the Plan, and to make any other determinations that it
deems necessary or desirable for the administration of the Plan. The Committee
may correct any defect or supply any omission or reconcile any inconsistency in
the Plan in the manner and to the extent the Committee deems necessary or
desirable. Any decision of the Committee in the interpretation and
administration of the Plan, as described herein, shall lie within its sole and
absolute discretion and shall be final, conclusive and binding on all parties
concerned.

5.00   PAYMENT AND DEFERRAL OF FEES

5.01   An Eligible Director may elect to receive up to 100%, of his or her Fees
       in the form of Deferred Share Units.

         (a)      METHOD OF ELECTING. The Eligible Director must complete and
                  deliver to the Secretary of the Corporation a written
                  election, not later than 30 days after the date on which his
                  or her annual term as a director commenced, designating the
                  portion of his or her Fees for that year of service as a
                  director that is to be paid in Deferred Share Units. An
                  election shall be valid from year to year unless retracted. If
                  no election is made, and no prior election remains effective,
                  the Eligible Director shall be deemed to have elected to be
                  paid in cash.

         (b)      DEFERRED SHARE UNITS.  The Eligible Director will have
                  Deferred Share Units credited to the Eligible Director's
                  Deferred Share Unit Account, as of the Purchase Date.

         (c)      NUMBER OF DEFERRED SHARE UNITS. The number of Deferred Share
                  Units to be credited to the Deferred Share Unit Account shall
                  be determined by dividing the amount of the Fees to be
                  deferred into Deferred Share Units by the Fair Market Value of
                  one Common Share on the Purchase Date.

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5.02   Deferred Share Units shall be credited with dividend equivalents when
dividends are paid on Common Shares. Such dividend equivalents shall be
converted into additional Deferred Share Units by dividing such dividend
equivalents to be deferred by the Fair Market Value of one Common Share on the
date that dividends are paid and credited to the Eligible Director's Deferred
Share Unit Account.

6.00   ADJUSTMENTS AND REORGANIZATIONS

6.01   In the event of any stock dividend, stock split, combination or exchange
of shares, merger, consolidation, spin-off or other distribution (other than
normal cash dividends) of the Corporation's assets to the shareholders, or any
other change affecting Common Shares, such proportionate adjustments, if any,
as the Committee in its discretion may deem appropriate to reflect such change,
shall be made with respect to the number of Deferred Share Units outstanding
under the Plan. In the event the Corporation is not the surviving Corporation
in a merger, consolidation or amalgamation with another company or in the event
of a liquidation, reorganization and in the absence of any surviving
corporation's assumption of outstanding awards made under the Plan, the
Committee may provide for appropriate settlements of Deferred Share Units.

7.00   TERMINATION OF BOARD SERVICE

7.01   On the Settlement Date, the Corporation shall pay to the Eligible
Director a lump sum payment, net of any applicable taxes and other amounts
required to be withheld, in cash equal to the number of Deferred Share Units
credited to the Eligible Director's account as at the Termination Date
multiplied by the Fair Market Value of Common Shares on the Termination Date.

8.00   MISCELLANEOUS

8.01   No Shareholder Rights: Deferred Share Units do not entitle an Eligible
Director to any shareholder rights, including, but without limitation, voting
rights, dividend entitlement or rights on liquidation.

8.02   Transferability of Deferred Share Units: Deferred Share Units shall not
be transferable or assignable other than by will or the laws of descent and
distribution.

8.03   No Right to Service: Neither participation in the Plan nor any action
under the Plan shall be construed to give any Eligible Director a right to be
retained in the service of the Corporation.

8.04   Unfunded Plan: Unless otherwise determined by the Committee, the Plan
will be unfunded. To the extent any individual holds any rights under the Plan,
such rights (unless otherwise determined by the Committee) shall be no greater
than the rights of an unsecured general creditor of the Corporation.

8.05   Successors and Assigns: The Plan shall be binding on all successors and
assigns of the Corporation and an Eligible Director, including without
limitation, the estate of such Eligible Director and the executor, administrator
or trustee of such estate, or any receiver or trustee in bankruptcy or
representative of the Eligible Director's creditors.

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8.06   Amendment of Plan: The Committee may amend the Plan as it deems
necessary, from time to time.

8.07   Plan Termination: The Committee may terminate the Plan at any time.
However, if so terminated, prior awards shall, at the discretion of the
Committee, either (a) become immediately payable, or (b) remain outstanding and
in effect in accordance with their applicable terms and conditions.

8.08   Governing Law: The validity, construction and effect of the Plan and any
actions taken or relating to the Plan shall be governed by the substantive
laws, but not the choice of law rules, of the Province of Ontario.