<PAGE>

                                                                 Exhibit 10(xvi)





                    THE PENSION PLAN FOR SALARIED EMPLOYEES
                               OF CO-STEEL LASCO
                          A DIVISION OF CO-STEEL INC.
                   As Amended and Restated as of July 1, 1997





                                 December, 1998











Salaried Employees of Co-Steel Lasco A Division of Co-Steel Inc.
Amended and Restated July 1, 1997
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                                                                          Page 1


                               Table of Contents

PART 1 - COMMON PROVISIONS...............................................   4

   SECTION 1 - ESTABLISHMENT OF THE PLAN.................................   5
   SECTION 2 - DEFINITIONS...............................................   6
   SECTION 3 - PENSION FUND..............................................   9
       3.01  Contributions to the Pension Fund...........................   9
       3.02  Pension Fund Administration.................................   9
       3.03  Limits on Investments.......................................   9
       3.04  Provision of Benefits.......................................   9
       3.05  Expenses....................................................   9
       3.06  Surplus from a Continuing Plan..............................   9
   SECTION 4 - ADMINISTRATION OF THE PLAN................................  10
       4.01  Responsibility for Administration...........................  10
       4.02  Rules for Administration....................................  10
       4.03  Written Explanation of Plan.................................  10
       4.04  Notice of Amendment.........................................  10
       4.05  Annual Statement............................................  10
       4.06  Statement on Termination of Employment or Membership........  10
       4.07  Inspection of Documents.....................................  10
   SECTION 5 - ELIGIBILITY...............................................  12
       5.01  General.....................................................  12
       5.02  Termination of Participation Not Permitted..................  12
       5.03  Re-Employment...............................................  12
       5.04  Transfers between Company-Sponsored Plans...................  12
       5.05  Continuation of Membership by Part-time Employees...........  12
   SECTION 6 - RETIREMENT DATES..........................................  13
       6.01  Normal Retirement Date......................................  13
       6.02  Early Retirement Date.......................................  13
       6.03  Postponed Retirement Date...................................  13
   SECTION 7 - FORMS OF RETIREMENT BENEFIT...............................  14
       7.01  Normal Form for Members Without a Spouse....................  14
       7.02  Normal Form for Members With a Spouse.......................  14
       7.03  Waiver of Spousal Joint and Survivor Pension................  14
       7.04  Optional Forms of Benefit...................................  14
   SECTION 8 - DESIGNATED BENEFICIARY....................................  16
       8.01  Designation of Beneficiary..................................  16
       8.02  No Beneficiary..............................................  16
       8.03  Death of Beneficiary........................................  16
   SECTION 9 - TRANSFERS.................................................  17
       9.01  Transfers to Related Companies..............................  17
       9.02  Transfer from Related Company...............................  17
       9.03  Transfer to Other Company Pension Plan......................  17
       9.04  Reciprocal Transfer Arrangement.............................  17
   SECTION 10 - GENERAL PROVISIONS.......................................  19
       10.01 Non-Alienation..............................................  19
       10.02 Alienation of Benefits on Marriage Breakdown................  19
       10.03 Non-Commutation of Pensions.................................  19
       10.04 No Right to Employment......................................  20
       10.05 No Right to Company Contributions...........................  20
       10.06 Information to be Provided Before Company Pays Benefits.....  20






Salaried Employees of Co-Steel Lasco A Division of Co-Steel Inc.
Amended and Restated July 1, 1997
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     10.07 Company Records...............................................   20
     10.08 Severability..................................................   20
     10.09 Captions and Headings.........................................   20
     10.10 Construction..................................................   20
     10.11 Incompetency..................................................   21
     10.12 Pension Adjustment Limits.....................................   21
     10.13 Reduction in Benefits and Return of Contributions.............   21
     10.14 Benefit Accruals after Benefit Commencement...................   21
     10.15 Determination of Amounts......................................   21
   SECTION 11 - FUTURE OF THE PLAN.......................................   23
     11.01 Continuation of the Plan......................................   23
     11.02 Amendment to the Plan.........................................   23
     11.03 Termination of the Plan.......................................   23
     11.04 Wind-Up Surplus...............................................   23

PART 2 - DEFINED BENEFIT PROVISIONS......................................   25

   SECTION 12 - DEFINITIONS FOR DB PROVISIONS............................   25
   SECTION 13 - ELIGIBILITY FOR DB PARTICIPATION.........................   26
     13.01 Participation Closed..........................................   26
     13.02 Full-Time Employees...........................................   26
     13.03 Part-Time Employees...........................................   26
   SECTION 14 - CONTRIBUTIONS............................................   27
     14.01 Member Required Contributions.................................   27
     14.02 Member Additional Voluntary Contributions.....................   27
     14.03 Company Contributions.........................................   27
   SECTION 15 - RETIREMENT BENEFITS......................................   28
     15.01 Retirement Benefit............................................   28
     15.02 Maximum Benefit...............................................   28
     15.03 Minimum Benefit From Required Contributions...................   29
   SECTION 16 - EARLY RETIREMENT.........................................   30
     16.01 Early Retirement Benefit......................................   30
     16.02 Eligibility for Unreduced Early Retirement Pension............   30
     16.03 Bridge Benefit................................................   31
     16.04 Statutory Limit on Benefit - Early Retirement.................   31
     16.05 Special Early Retirement Benefits.............................   31
     16.06 1992 Special Early Retirement Benefits........................   31
   SECTION 17 - DISABILITY ACCRUAL.......................................   33
     17.01 Eligibility for Disability Accrual............................   33
     17.02 Calculation of DB Pension.....................................   33
     17.03 Disability Accrual Ending Before Normal Retirement............   33
   SECTION 18 - BENEFITS ON DEATH........................................   34
     18.01 Death Benefit for Post-1986 Service...........................   34
     18.02 Death Benefit for Pre-1987 Service............................   34
     18.03 Death after Termination of Employment and Before
           Pension Commencement..........................................   35
     18.04 Death after Commencement of Pension...........................   35
   SECTION 19 - TERMINATION OF EMPLOYMENT................................   36
     19.01 Termination Before 24 Months' Continuous Service..............   36
     19.02 Termination After 24 Months' Continuous Service...............   36
     19.03 Early Commencement of Deferred Pension........................   36
     19.04 Portability of Termination Benefits...........................   36
   SECTION 20 - PENSION INCREASES........................................   38
     20.01 Cost of Living Increase Effectively January 1, 1987...........   38
     20.02 Cost of Living Increase Effectively July 1, 1989..............   38
     20.03 Automatic Indexing............................................   38








Salaried Employees of Co-Steel Lasco A Division of Co-Steel Inc.
Amended and Restated July 1, 1997
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PART 3 - DEFINED CONTRIBUTION PROVISIONS.................................   40

   SECTION 21 - DEFINITIONS FOR DC PROVISIONS............................   40
   SECTION 22 - ELIGIBILITY FOR DC BENEFITS..............................   41
     22.01 Full-time Employees...........................................   41
     22.02 Part-time Employees...........................................   41
     22.03 Waiver of Waiting Period......................................   41
     22.04 DB Members....................................................   41
   SECTION 23 - CONTRIBUTIONS............................................   42
     23.01 Member and Employer Accounts..................................   42
     23.02 Member Optional and Additional Voluntary Contributions........   42
     23.03 Remittance of Member Contributions............................   42
     23.04 Company Contributions.........................................   42
     23.05 Member Contributions While Injured at Work or on
           Parental Leave................................................   42
     23.06 Remittance of Company Contributions...........................   43
     23.07 Crediting of Interest.........................................   43
     23.08 Disability Accrual............................................   43
     23.09 Maximum DC Contributions......................................   43
     23.10 Allocation of Earnings, Forfeited Amounts and Surplus.........   43
   SECTION 24 - RETIREMENT OR TERMINATION BENEFITS.......................   45
     24.01 Less than Two Years of Service................................   45
     24.02 Two or More Years of Credited Service.........................   45
     24.03 Additional Voluntary Contributions............................   45
     24.04 Compliance With Transfer Rules................................   45
     24.05 No Further Entitlements.......................................   45
   SECTION 25 - BENEFITS ON DEATH........................................   46
     25.01 Amount of Death Benefits......................................   46
     25.02 Settlement Options on Death Before Pension Commencement.......   46
   SECTION 26 - INVESTMENT OF ASSETS.....................................   47
     26.01 Investment Options............................................   47
     26.02 Investment Restrictions.......................................   47






Salaried Employees of Co-Steel Lasco A Division of Co-Steel Inc.
Amended and Restated July 1, 1997
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PART 1 - COMMON PROVISIONS

The Plan is divided into three parts. Part 2 sets out the specific defined
benefit provisions while Part 3 sets out the defined contribution provisions.
This Part 1 contains the provisions that are common to both Parts 2 and 3.







Salaried Employees of Co-Steel Lasco A Division of Co-Steel Inc.
Amended and Restated July 1, 1997
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SECTION 1 - ESTABLISHMENT OF THE PLAN


1.01 The Pension Plan for Salaried Employees of Co-Steel Lasco A Division of
     Co-Steel Inc. was established by the Company effective October 1, 1968, to
     provide pension benefits for its salaried employees. Since its
     establishment the Plan has been amended from time to time.

1.02 Effective January 1, 1982, certain employees (the "Transfer Employees") who
     had participated in the Designated Plan on or before December 31, 1981
     became Members of this Plan. As of January 1, 1982, an amount as calculated
     by the actuary was transferred from the Designated Plan to this Plan. This
     amount was calculated using actuarial assumptions adopted for the previous
     valuation of the Designated Plan, and was certified to be equal to the
     value of benefits accrued in respect of the Transfer Employees' membership
     in the Designated Plan up to and including December 31, 1981. No Transfer
     Employee's accrued entitlement under the Designated Plan as in effect on
     December 31, 1981 was reduced by virtue of his transfer to this Plan.

1.03 The text was restated effective January 1, 1993, incorporating all changes
     required to comply with the Income Tax Act and the Regulations thereto.

1.04 Effective July 1, 1997, a defined contribution provision was added to the
     Plan and is to apply to all Employees who were not Members on June 30,
     1997. Employees who were Members on June 30, 1997 continue to participate
     in the defined benefit provision of the Plan. Any employee who has died,
     terminated or retired prior to July 1, 1997 shall be governed by the terms
     of the Plan in effect as at the date of the employees' death, termination
     or retirement.

1.05 This Plan shall remain in effect subject to the continued registration
     thereof by the relevant tax authorities to the extent necessary to
     establish that the Company is entitled to deduct the amount of its payments
     as expenses before taxes under the provisions of the Income Tax Act or any
     other applicable tax laws as are now in effect, or as hereafter may be
     amended or adopted, and subject also to the Plan being registered under the
     Pension Benefits Act or any other applicable legislation as is now in
     effect or as may hereafter be amended or adopted.





Salaried Employees of Co-Steel Lasco A Division of Co-Steel Inc.
Amended and Restated July 1, 1997
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SECTION 2 -- DEFINITIONS


For the purposes of this Plan, the following words and phrases shall have the
meanings given below, unless a different meaning is clearly required by the
context:

2.01 "ACTUARIAL EQUIVALENT" shall mean a pension or other benefit of
     actuarially equal value to a prescribed pension or other benefit, where the
     value is computed using actuarial tables and such other methods and
     assumptions as may be adopted by the Company on the recommendation of the
     Actuary for purposes of the Plan, subject to any requirements of the
     Pension Benefits Act.

2.02 "ACTUARY" shall mean a person or firm retained by, but independent of, the
     Company who is, or one of whose employees is, a Fellow of the Canadian
     Institute of Actuaries.

2.03 "BARGAINING UNIT PLAN" shall mean the Pension Plan for Hourly-Rated
     Employees of Co-Steel Lasco A Division of Co-Steel Inc.

2.04 "BENEFICIARY" shall mean a beneficiary designated by a Member pursuant to
     Section 8.

2.05 "BEST AVERAGE EARNINGS" shall mean the average annual Earnings of a Member
     during the 72 consecutive months of Credited Service preceding the Member's
     retirement, death or termination of employment in which the highest average
     is attained. If a Member has not completed 72 months of Credited Service,
     his Best Average Earnings shall be based on his average annual Earnings
     during his period of Credited Service.

2.06 "COMPANY" shall mean Co-Steel Inc., and any subsidiary, associated or
     affiliated corporation which may elect to participate in the Plan with the
     approval of the board of directors of the Company, and where any reference
     in the Plan is made to any action to be taken, consent, approval or opinion
     to be given, discretion or decision to be exercised by the Company,
     "Company" shall mean Co-Steel Inc., acting through the Pension Committee),
     or the authorized officers of Co-Steel Inc., as the case may be.

2.07 "COMPENSATION" has the meaning given in Section 147.1 the Income Tax Act,
     and includes a prescribed amount.

2.08 "CONTINUOUS SERVICE", subject to Section 9 and subsection 13.02, shall mean
     unbroken employment with the Company counted as the number of years and
     completed months since the Employee's last date of hire, without regard to
     periods of temporary suspension of employment, membership or service and
     without regard to periods of layoff from employment. The Continuous Service
     of an Employee shall cease when such Employee terminates employment,
     retires or dies. Periods of Disability Accrual shall count as Continuous
     Service.

2.09 "CREDITED SERVICE", subject to the following, shall mean the number of
     completed years and months of a full-time Employee's Continuous Service
     with the Company, excluding:

     (1) periods of layoff and temporary suspension of employment, membership or
         service;

     (2) any unpaid leave of absence of up to two (2) years unless approved by
         the Company for inclusion in Credited Service, and the portion of any
         period of unpaid leave of absence which exceeds two (2) years other
         than periods of Disability Accrual;

     (3) any period during which the Employee was eligible to participate in any
         Company-sponsored pension plan, but elected not to do so;





Salaried Employees of Co-Steel Lasco A Division of Co-Steel Inc.
Amended and Restated July 1, 1997
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     (4)  any period during which the Employee was not eligible to be a Member
          of the Plan, if that Employee did not become a Member as soon as he
          was eligible to do so;

     (5)  any period while the Employee is on maternity or parental leave which
          is not required under the Employment Standards Act (Ontario) to be
          included in Credited Service.

     Notwithstanding the foregoing, with respect to a part-time employee who is
     a Member of the Plan, Credited Service for the period of part-time service
     shall be determined by multiplying the Credit Service as determined above
     by the ratio (rounded up to the next 1/12th) of the Employee's actual hours
     worked to the hours regularly scheduled to be worked by a full-time
     Employee. In no event shall such ratio exceed one (1).

2.10 "DISABILITY ACCRUAL" shall refer to a period during which a Member meets
     the conditions set out in Section 17.01 and is eligible to accrue further
     pension benefits.

2.11 "EARNINGS" shall mean the basic salary paid to a Member during a period of
     twelve (12) consecutive months, and shall not include overtime pay,
     bonuses, profit-sharing, amounts received under any supplementary
     unemployment benefits plan sponsored by the Company or other extra
     compensation. With respect to a part-time Employee, and only for the
     purpose of determining the amount of benefits payable under the Plan,
     "Earnings" during a period of part-time employment means the Employee's
     basic salary for such period, multiplied by the ratio of the hours
     regularly scheduled to be worked by full-time Employees to the part-time
     Employee's actual hours worked during the same period of part-time
     employment.

     For the purposes of calculating the Pension Adjustment of a Member for a
     Plan Year during which the Member experienced a period of disability or an
     eligible period of temporary absence or reduced pay (as defined in the
     Income Tax Act), the Earnings of the Member for such Plan Year shall
     include amounts prescribed under Regulation 8507 of the Income Tax Act to
     be included in the Compensation of the Member.

2.12 "EFFECTIVE DATE" shall mean October 1, 1968.

2.13 "EMPLOYEE" shall mean any person who is employed by the Company, who is a
     salaried employee, and who is not a Member of another Company-sponsored
     registered pension plan.

2.14 "FUNDING AGENCY" shall mean the trustee or insurance company and any
     combination or successors thereof appointed by the Company to hold,
     administer and invest the Pension Fund.

2.15 "FUNDING AGREEMENT" shall mean the agreement governing the Pension Fund as
     may be entered into between the Company and the Funding Agency from time to
     time for purposes of the Plan.

2.16 "INCOME TAX ACT" means the Canadian Income Tax Act and the Regulations made
     thereunder.

2.17 "LIFETIME RETIREMENT BENEFITS" shall mean equal level periodic payments
     which, once they commence to be paid to a Member of a pension plan, will
     continue to be paid until death unless suspended or commuted before that
     time.

2.18 "MEMBER" shall mean an Employee or a former Employee who has become a
     member of the Plan, and who continues to be entitled to benefits under the
     Plan. "Member" excludes a person who has transferred his benefits pursuant
     to Sections 19 or 24.

2.19 "MINISTER" means the Minister of National Revenue.

2.20 "PENSION ADJUSTMENT" shall be as defined in the Income Tax Act.

2.21 "PENSION BENEFITS ACT" means the Pension Benefits Act (Ontario) and the
     Regulations made


Salaried Employees of Co-Steel Lasco A Division of Co-Steel Inc.
Amended and Restated July 1, 1997
<PAGE>
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     thereunder, as amended or replaced from time to time.

2.22 "PENSION COMMITTEE" shall mean the pension committee constituted by the
     Company, consisting of representatives of the board of directors of the
     Company.

2.23 "PENSION FUND" shall mean the fund administered under the Funding Agreement
     to provide benefits under the Plan. The "Pension Fund" shall consist of the
     monies collected and held under both the defined benefit and the defined
     contribution provisions of the Plan as set out herein in Part 2 and 3
     respectively.

2.24 "PLAN" shall mean this Pension Plan for Salaried Employees of Co-Steel
     Lasco A Division of Co-Steel Inc.

2.25 "PLAN YEAR" shall mean each twelve month period from January 1 to
     December 31 in each year or such other twelve month period as may be
     adopted by the Company from time to time.

2.26 "RECIPROCAL TRANSFER ARRANGEMENT" shall have the meaning set forth in
     Section 9.

2.27 "RELATED COMPANY" means a company subsidiary to, affiliated with, or
     associated with the Company, to which the provisions of this Plan do not
     apply.

2.28 "SPOUSE" shall mean, at the time a determination of marital status is
     required, a person of the opposite sex to who a Member is: (1) legally
     married, provided the Member is not living separate and apart from that
     person; (2) not legally married, but the Member and that person have been
     cohabiting continuously in a conjugal relationship for at least three (3)
     years; or (3) not legally married, but the Member and that person are
     cohabiting in a conjugal relationship of some permanence and are jointly
     the natural or adoptive parents of a child (both as defined in the Family
     Law Act (Ontario)), except that if the definition conflicts with the
     definition of "spouse" in any other applicable pension standards
     legislation, such other definition shall take precedence.

2.29 "YMPE" shall have the meaning given to the expression "Year's Maximum
     Pensionable Earnings" in the Canada Pension Plan.


In this Plan, reference to the male gender shall include the female gender
unless the context requires otherwise. Words importing the singular number may
be construed to extend to and include the plural number, and vice versa.
References to a Part or Section or Sections shall mean a Part or Section or
Sections of the Plan.




Salaried Employees of Co-Steel Lasco A Division of Co-Steel Inc.
Amended and Restated July 1, 1997
<PAGE>
                                                                          Page 9


SECTION 3 -- PENSION FUND


3.01 CONTRIBUTIONS TO THE PENSION FUND

     All contributions of the Members and the Company made in accordance with
the provisions of this Plan shall be paid into the Pension Fund.


3.02 PENSION FUND ADMINISTRATION

     Subject to the terms of the Plan, the provisions of the Pension Benefits
Act, the Income Tax Act and any other applicable legislation governing the
administration, investment or maintenance of pension funds eligible for
registration under the Income Tax Act, the Pension Fund shall be administered by
the Funding Agency in accordance with the Funding Agreement and the Statement of
Investment Policy adopted by the Company.

3.03 LIMITS ON INVESTMENTS

     The assets of the Pension Fund shall be invested in accordance with the
provisions of the Pension Benefits Act and the Income Tax Act.


3.04 PROVISION OF BENEFITS

     All benefits under the Plan shall normally be paid out of the Pension Fund,
except that the Company may at any time, in its sole discretion, direct the
Funding Agency to purchase annuities in respect of any Member. The annuities
could be purchased from any life insurance company licensed to do business in
Canada, provided that such action would not result in the Plan ceasing to be
approved or registered for purposes of the Income Tax Act.

3.05 EXPENSES

     Fees and expenses incurred in the operation of the Plan and the Pension
Fund shall be paid from the Pension Fund, unless paid by the Company, its
agents, and professional advisors.

3.06 SURPLUS FROM A CONTINUING PLAN

     If at any time while the Plan continues in existence the Actuary certifies
that the assets of the DB Fund exceed its liabilities (such excess referred to
hereafter as the "surplus") in respect of any or all of the following periods:

(1)  from the Effective Date of the Plan to and including December 31, 1986;

(2)  from January 1, 1987 to and including December 31, 1989; and

(3)  after December 31, 1989,

then all or part of such surplus may be refunded to the Company or may be used
by the Company to reduce its contribution obligations under subsection 14.03
(1) or 23.04, subject to any limitations prescribed under the Pension Benefits
Act and the Income Tax Act.







Salaried Employees of Co-Steel Lasco A Division of Co-Steel Inc.
Amended and Restated July 1, 1997
<PAGE>
                                                                         Page 10

SECTION 4 - ADMINISTRATION OF THE PLAN

4.01 RESPONSIBILITY FOR ADMINISTRATION

     The administrator of the Plan for the purposes of the Pension Benefits Act
     is the Company. As administrator the Company shall be responsible for all
     matters relating to the administration of the Plan. The Company shall
     conclusively decide all matters relating to the administration,
     interpretation and application of the Plan, consistent with the text of the
     Plan and the terms of the Funding Agreement.

     The Company may authorize a person to exercise any of the powers conferred
     hereunder.

4.02 RULES FOR ADMINISTRATION

     The Company may enact such rules and regulations relating to the operation
     of the Plan as it may deem necessary to carry out the terms hereof, and may
     amend such rules and regulations from time to time. The rules and
     regulations shall not conflict with any provision of this Plan.

4.03 WRITTEN EXPLANATION OF PLAN

     The Company shall provide each Employee with a written explanation of the
     terms and conditions of the Plan and amendments thereto applicable to the
     employee, together with an explanation of the rights and duties of the
     Employee with reference to the benefits available under the terms of the
     Plan.

4.04 NOTICE OF AMENDMENT

     The Company shall provide a notice and written explanation of an amendment
     to the Plan to each Member or other person entitled to payment from the
     Pension Fund who is affected by the amendment, where required and within
     the applicable time period prescribed under the Pension Benefits Act.

4.05 ANNUAL STATEMENT

     The Company shall provide not less than annually to each active Member a
     written statement containing the information prescribed under the Pension
     Benefits Act in respect of the Member's benefits under the Plan.

4.06 STATEMENT ON TERMINATION OF EMPLOYMENT OR MEMBERSHIP

     When a Member terminates employment or otherwise ceases to be a Member, the
     Company shall give to the Member, or to any other person who becomes
     entitled to a payment under the Plan, a written statement setting out the
     information prescribed under the Pension Benefits Act in respect of the
     benefits of the Member or other person.

4.07 INSPECTION OF DOCUMENTS

     Within thirty (30) days of a written request, the Company shall make
     available the documents and information prescribed under the Pension
     Benefits Act in respect of the Plan and the Pension Fund for inspection
     without charge by:

Salaried Employees of Co-Steel Lasco A Division of Co-Steel Inc.
Amended and Restated July 1, 1997
<PAGE>

                                                                         Page 11



(1)  a Member;

(2)  a former Member;

(3)  the Spouse of a Member or former Member;

(4)  any other person entitled to pension benefits under the Plan;

(5)  an agent authorized in writing by a person mentioned in clause (1), (2),
     (3) or (4); or

(6)  if applicable, a representative of a union that represents Members of the
     Plan.

A person entitled to inspect documents pursuant to clause (1), (2), (3), (4),
(5) or (6) above is entitled to make such inspection not more than once in a
calendar year.

The Company shall permit the person making the inspection to make extracts from
or to copy the prescribed documents and information upon request. The Company
shall provide the person making the inspection with copies of any of the
prescribed documents or information upon payment to the Company of a reasonable
fee.







Salaried Employees of Co-Steel Lasco A Division of Co-Steel Inc.
Amended and Restated July 1, 1997
<PAGE>

                                                                         Page 12


SECTION 5 - ELIGIBILITY

5.01 GENERAL

     Membership in the defined benefit part of the Plan as set out in Part 2 was
     closed effective June 30, 1997. Membership in the defined contribution part
     of the Plan as set out in Part 3 becomes effective July 1, 1997 and applies
     to eligible Employees who were not Members on June 30, 1997.

5.02 TERMINATION OF PARTICIPATION NOT PERMITTED

     A Member's participation in the Plan shall not be terminated while he
     remains an Employee.

5.03 RE-EMPLOYMENT

     If an Employee terminates his employment with the Company and is
     subsequently re-employed, he shall for the purposes of the Plan be
     regarded as a new Employee who has not had previous service with the
     Company.

5.04 TRANSFERS BETWEEN COMPANY-SPONSORED PLANS

     A Member of this Plan who becomes a member of the Bargaining Unit Plan
     shall retain his benefits accrued up to the date of membership under the
     Bargaining Unit Plan but shall cease to accrue further benefits under this
     Plan. Such individual shall be immediately eligible to rejoin this Plan as
     of the date on which he once again becomes an Employee.

5.05 CONTINUATION OF MEMBERSHIP BY PART-TIME EMPLOYEES

     A part-time Employee who has become a Member does not cease to be a Member
     by reason only that the Employee has earned less than 35% of the YMPE, or
     has worked less than 700 hours, in any subsequent calendar year.







Salaried Employees of Co-Steel Lasco A Division of Co-Steel Inc.
Amended and Restated July 1, 1997
<PAGE>

                                                                         Page 13


SECTION 6 - RETIREMENT DATES

6.01 NORMAL RETIREMENT DATE

     For the purposes of the Plan, the normal retirement date of a Member shall
     be the first day of the month coincident with or next following his
     attainment of age sixty-five (65). A Member shall retire at his normal
     retirement date, except as otherwise provided in this Section 6.

6.02 EARLY RETIREMENT DATE

     A Member who has completed at least two (2) years of Plan membership and
     who leaves active employment with the Company after attaining age
     fifty-five (55) and before the Members' normal retirement date,

     (1)  shall be considered to have retired early for the purposes of the
          Plan on the first day of the month coincident with or next following
          the date on which the Member leaves active employment with the
          Company (the "early retirement date"); and

     (2)  shall be entitled to receive an early retirement pension.

6.03 POSTPONED RETIREMENT DATE

     A Member who requests and obtains Company consent to continue in
     employment after normal retirement date may postpone retirement under the
     Plan beyond the Members' normal retirement date on a year-to-year basis.
     In no event shall retirement be postponed beyond the last day of the
     calendar year of the Members' sixty-ninth (69th) birthday.


<PAGE>
                                                                         Page 14



SECTION 7 - FORMS OF RETIREMENT BENEFIT

7.01 NORMAL FORM FOR MEMBERS WITHOUT A SPOUSE

     The normal form of retirement benefit payable to a Member who does not have
     a Spouse shall be in equal monthly installments payable for the life of the
     Member and in any event for a period of not less than sixty (60) months. If
     the member dies before receiving sixty (60) monthly payments, the Member's
     Beneficiary shall be entitled to receive the value of the remaining balance
     of the sixty (60) payments. Should the Member's death occur after receiving
     sixty (60) or more monthly payments, payment of retirement benefits shall
     cease with the payment immediately preceding the date of the Member's
     death.

7.02 NORMAL FORM FOR MEMBERS WITH A SPOUSE

     The normal form of retirement benefit payable to a Member who has a Spouse
     at the date on which pension payments commence shall be a joint and
     survivor pension payable in monthly installments for the Member's lifetime,
     and payable after death to the same Spouse for the Spouse's lifetime. This
     form also applies in the case of a Member who terminated employment with
     the Company prior to January 1, 1987 and commences receipt of a pension on
     or after that date. The monthly pension payable to the Spouse, (if
     surviving) shall be 60% of the amount of each monthly installment being
     paid to the Member immediately before death. This joint and survivor
     pension shall be the Actuarial Equivalent of a pension payable in the form
     described in subsection 7.01.

7.03 WAIVER OF SPOUSAL JOINT AND SURVIVOR PENSION

     A Member who has a Spouse may elect another form of pension provided the
     Member and Spouse jointly waive the joint and survivor pension described in
     subsection 7.02. To waive the normal form, the Member must submit to the
     Company within the twelve-month period immediately preceding the date on
     which payment of the pension is to commence, a written declaration in the
     manner and form prescribed under the Pension Benefit Act. Such waiver is
     rescinded if it is revoked in prescribed form by the Member or the Spouse
     prior to the commencement of the pension.

7.04 OPTIONAL FORMS OF BENEFIT

     In lieu of a monthly pension payable in the form pursuant to subsection
     7.01 or 7.02, as applicable, and subject to the restriction under
     subsection 7.03, a Member may elect to receive a monthly pension in a
     different form as set out below. Such election must be filed with the
     Company at least one month prior to retirement. Any optional form of
     pension as described below shall be the Actuarial Equivalent of the monthly
     pension payable in the chosen form.

     The optional forms available to the Member are as follows:

     (1)  LIFE PENSION WITH A 5-YEAR GUARANTEE PERIOD OPTION  A Member may elect
          to receive a pension payable for the Member's remaining lifetime but
          guaranteed payable for a minimum period of sixty (60) months. In the
          event of the death of the Member before receiving the sixty (60)
          guaranteed monthly pension payments, the remaining balance of such
          sixty (60) guaranteed monthly payments shall continue to be paid to
          the Beneficiary




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     designated by such Member, until a total of sixty (60) monthly payments
     have been made from the Plan.

(2)  LIFE PENSION WITH A 10-YEAR GUARANTEE PERIOD OPTION A Member may elect to
     receive an actuarially reduced pension payable to him for his remaining
     lifetime but guaranteed payable for a minimum period of one hundred and
     twenty (120) months. In the event of the death of the Member before he has
     received the one hundred and twenty (120) guaranteed monthly pension
     payments, the remaining balance of such one hundred and twenty (120)
     guaranteed monthly payments shall continue to be paid to the Beneficiary
     designated by such Member, until a total of one hundred and twenty (120)
     monthly payments have been made from the Plan.

(3)  LIFE PENSION WITH A 15-YEAR GUARANTEE PERIOD OPTION A Member may elect to
     receive an actuarially reduced pension payable to him for his remaining
     lifetime but guaranteed payable for a minimum period of one hundred and
     eighty (180) months. In the event of the death of the Member before he has
     received the one hundred and eighty (180) guaranteed monthly pension
     payments, the remaining balance of such one hundred and eighty (180)
     guaranteed monthly payments shall continue to be paid to the Beneficiary
     designated by such Member, until a total of one hundred and eighty (180)
     monthly payments have been made from the Plan.

(4)  60% JOINT AND SURVIVOR OPTION Under the 60% Joint and Survivor form of
     pension, a Member receives a monthly pension payable for life, and after
     the Member's death, the Member's joint annuitant receives for life a
     monthly pension in which each installment is equal to 60% of the monthly
     installment amount paid during the Member's life.

(5)  GENERAL Notwithstanding the foregoing, an optional form of pension which
     results in a guaranteed period exceeding the lesser of fifteen (15) years
     and the period from the Member's retirement date to the date on which the
     Member's eighty-sixth (86th) birthday would occur, shall not be permitted.
     All options must be elected by written notice filed with the Company one
     month prior to the Member's normal retirement date in a form acceptable to
     the Company.

The election of an option may be cancelled or revised at any time prior to the
Member's actual retirement date, provided written notice of the cancellation or
change is filed with the Company. An option shall become effective on the
Member's actual retirement date, and shall thereafter be irrevocable.


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SECTION 8 -- DESIGNATED BENEFICIARY

8.01 DESIGNATION OF BENEFICIARY

     (1)  Subject to any applicable laws governing the designation of
          beneficiaries, a Member may designate, by written notice delivered to
          the Company, a Beneficiary to receive any benefits payable under the
          Plan to the Member's Beneficiary on the death of the Member.

     (2)  A Member may revoke or amend such designation by written notice
          delivered to the Company at any time before the commencement of his
          pension, subject to any applicable law governing the revocation or
          amendment of beneficiary designations.

     (3)  Notwithstanding the foregoing, any death benefits payable in respect
          of membership in the Plan on and after January 1, 1987 will be paid to
          the Member's Spouse if any, unless the Member and his Spouse are
          living separate and apart at the date of the Member's death, or unless
          the Member and his Spouse have waived the Spouse's entitlement to
          death benefits under the Plan.

8.02 NO BENEFICIARY

     If a Member fails to validly designate a Beneficiary, or if the designated
     Beneficiary predeceases the Member or dies before payment of the death
     benefit, any benefits payable to the Member's Beneficiary shall be paid in
     a lump sum to the estate of the Member.

8.03. DEATH OF BENEFICIARY

     If a Beneficiary, as a result of a Member's death, is entitled to payments
     under a form of pension with a guaranteed number of payments, and if the
     Beneficiary dies before receiving all of the guaranteed payments, the
     Commuted Value of the remaining guaranteed payments will be paid in a lump
     sum to the estate of the Beneficiary.






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SECTION 9 - TRANSFERS

9.01 TRANSFERS TO RELATED COMPANIES

     (1)  In the event that a Member is transferred to the service, and becomes
          an employee of, a Related Company, the pension benefits he has earned
          to the date of transfer shall be held to his credit under the Plan
          until his retirement from, or termination of employment, with the
          subsidiary, affiliated or associated company. Any pension benefits
          accrued under Part 2 of the Plan shall be based on his Best Average
          Earnings, the YMPE, and his Credited Service as of the date of his
          transfer unless the Member is transferred back pursuant to subsection
          (2). The Member's continued uninterrupted service with such Related
          Company shall be considered service as a Member of the Plan for
          purposes of Section 19.

     (2)  In the event that such Member is transferred back to the service of
          the Company as an Employee, the entire period of his employment with
          the Related Company shall constitute Continuous Service, but not
          Credited Service unless otherwise determined by the Company and in
          accordance with any restrictions under the Income Tax Act.

9.02 TRANSFER FROM RELATED COMPANY

     In the event that an employee of a Related Company, is transferred to the
     service of the Company and becomes an Employee, his immediately prior
     period of uninterrupted service with the Related Company shall be deemed to
     be Continuous Service, but not Credited Services, subject to the provisions
     of subsection 9.01(2). Credited Service shall be computed from the date the
     Employee joins the Plan.

9.03 TRANSFER TO OTHER COMPANY PENSION PLAN

     In the event a Member is transferred to another Company-sponsored
     registered pension plan, other than the Bargaining Unit Plan, his normal
     pension benefit shall be based on his Credited Service at his date of
     transfer, and on his Best Average Earnings and the YMPE as of his date of
     retirement or termination from the Company, and shall be held to his credit
     until such retirement or termination. The Member's service that is counted
     for benefits under any other registered pension plan of the Company shall
     be counted as Credited Service under this Plan for the purposes of
     determining the Member's eligibility for an unreduced early retirement
     benefit, disability benefit and pre-retirement death benefit. His
     continuing membership in the other Company-sponsored registered pension
     plan will constitute Continuous Service for the purposes of vesting under
     subsection 19.02.

9.04 RECIPROCAL TRANSFER ARRANGEMENT

     Notwithstanding subsections 9.01 and 9.02 but subject to Section 147.3 of
     the Income Tax Act the Company may enter into a Reciprocal Transfer
     Arrangement with a Related Company to permit:

     (1)  the payment of funds by the Company into the pension plan or other
          retirement arrangement of the Related Company in respect of a Plan
          entitlement accrued by a Member transferring to a Related Company; and

     (2)  the receipt of funds into the Pension Fund in respect of a pension
          entitlement accrued by an employee of a Related Company who is
          transferring to the service of the Company and









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     becoming an Employee thereof.

The parties to any such Arrangement shall have the right to set out the manner
of determination of service for purposes of establishing eligibility for, and
the calculation of, benefits and other related matters, subject to the
applicable laws and regulations.







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SECTION 10 - GENERAL PROVISIONS


10.01 NON-ALIENATION

     Except as specified in Section 10.02, money payable under the Plan is
     subject to the following restrictions:

     (1)  VOID TRANSACTIONS  Any transaction that purports to assign, charge,
          anticipate or give as security money payable under the Plan is void;
          and

     (2)  EXEMPTION FROM SEIZURE  Money payable under the Plan is exempt from
          execution, seizure or attachment.


10.02 ALIENATION OF BENEFITS ON MARRIAGE BREAKDOWN

     (1)  SUPPORT OBLIGATIONS

          Payments under the Plan are subject to execution, seizure or
          attachment in satisfaction of an order for support or maintenance
          enforceable in Ontario or another relevant jurisdiction, in
          accordance with the Pension Benefits Act. In no event will the
          settlement to the Member and the Spouse combined exceed the amount
          which would be payable to the Member had the marriage breakdown not
          occurred.

     (2)  DIVISION OF PROPERTY

          Upon the breakdown of the spousal relationship, a Member may assign
          or convey his benefits and rights under the Plan to his Spouse or
          former Spouse, to the extent required and in the manner permitted
          under the Pension Benefits Act.


10.03 NON-COMMUTATIONS OF PENSIONS

     A pension or deferred payable under Part 2 of the Plan shall not be
     capable of being commuted, except as follows:

     (1)  if the annual pension payable at the Member's normal retirement date
          is not more than 2% of the YMPE in the year of the Member's
          retirement or termination, or such other amount as may be prescribed
          under the Pension Benefits Act, in which case the Company shall pay
          the Member the Commuted Value of his pension or deferred pension in
          full discharge of all obligation to the Member under the Plan; or

     (2)  as permitted in accordance with the Pension Benefits Act in the event
          that the life expectancy of the Member is likely to be considerably
          shortened by reason of his mental or physical disability; or

     (3)  pursuant to Section 19.04.





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<PAGE>
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10.04  NO RIGHT TO EMPLOYMENT

       The Plan shall not be construed to create or enlarge any right of any
       person to remain in the employment of the Company, nor shall it interfere
       in any manner with the right of the Company to discharge any person.

10.05  NO RIGHT TO COMPANY CONTRIBUTIONS

       Neither contributions made by the Company, nor excess investment
       earnings, nor Pension Fund surplus shall constitute an enlargement of the
       amount of any benefit defined in the Plan. These items shall not at any
       time create for any person other than the Company any right, title or
       interest in the assets of the Company or the Pension Fund, except as
       specifically provided in the Pension Benefits Act.

10.06  INFORMATION TO BE PROVIDED BEFORE COMPANY PAYS BENEFITS

       Payment of benefits shall not be made until the person entitled to
       payment of the benefit delivers to the Company:

       (1)  satisfactory proof of age of the person and other persons who may
            become entitled to payment of the pension and such other information
            as may be required to calculate and pay the benefit; and

       (2)  if the benefit is payable to a Member's Spouse, a signed declaration
            of martial status.

       In the case of late filing of documents with the Company, the Member,
       Spouse, or Beneficiary shall receive the aggregate of all the benefit
       payments such person would otherwise have received if the necessary
       information had been provided on a timely basis.

10.07  COMPANY RECORDS

       Wherever the records of the Company are used for the purposes of the
       Plan, such records shall be conclusive of the facts with which they are
       concerned, unless and until they are proven to be in error.

10.08  SEVERABILITY

       If any provision of the Plan is held to be invalid or unenforceable by a
       court of competent jurisdiction, its invalidity or unenforceability shall
       not effect any other provision of the Plan and the Plan shall be
       construed and enforced as if such provision had not been included
       therein.

10.09  CAPTIONS AND HEADINGS

       The captions, headings and table of contents of this Plan are included
       for convenience of reference only and shall not be used in interpreting
       the provisions of this Plan.

10.10  CONSTRUCTION

       (1)  The Plan is intended to constitute an employee's pension plan
            qualified for registration under the Income Tax Act and the Pension
            Benefits Act.




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Amended and Restated July 1, 1997.
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         (2)      Any provision of the Funding Agreement that is inconsistent
                  with the terms of the Plan shall, to the extent of the
                  inconsistency, be of no force or effect.

         (3)      The Plan shall be governed and construed in accordance with
                  the laws of the Province of Ontario.

10.11    INCOMPETENCY

         If, in the opinion of the Company, any person receiving a benefit or
         entitled to receive a benefit under the terms of this Plan is, as a
         result of physical or mental infirmity, incapable of managing his
         affairs and no guardian, committee or other representative of the
         estate of such person has been duly appointed by a court of competent
         jurisdiction, the Company may authorize any payment to which such
         person is entitled be made to his spouse, child or other person on his
         behalf and such payment shall be a complete discharge of the obligation
         of the Plan to make such payment.

10.12    PENSION ADJUSTMENT LIMITS

         For each calendar year from 1990 onwards, no Pension Adjustment may
         exceed the lesser of:

         (1)      18% of the Member's Compensation, and

         (2)      the maximum dollar limit defined in the Income Tax Act,

         and, where necessary, benefits will be reduced accordingly, subject to
         any necessary approvals by the regulatory authorities.

10.13    REDUCTION IN BENEFITS AND RETURN OF CONTRIBUTIONS

         (1)      It is hereby stipulated, subject to the approval of the
                  provincial regulatory authority where required, that:

                  (1)      the Plan may be amended at any time to reduce the
                           benefits provided in respect of a Member; and

                  (2)      a contribution made under the Plan by a Member or by
                           the Company may be returned to the person who made
                           the contribution

                  to the extent necessary to avoid the revocation of the
                  registration of the Plan.

         (2)      Subject to the approval of the provincial regulatory authority
                  and the Department of National Revenue, where required, any
                  overpayment of contributions by the Company in a Plan Year, or
                  payments made by the Company that should have been paid out of
                  the Pension Fund may be returned to the Company out of the
                  Pension Fund.

10.14    BENEFIT ACCRUALS AFTER BENEFIT COMMENCEMENT

         No further benefits shall accrue to a Member in respect of a period
         that is after the day on which retirement benefits commence to be paid
         to the Member under either this Plan or any other registered pension
         plan in which the Company participates or another employer who does not
         deal at arm's length with the Company participates.

10.15    DETERMINATION OF AMOUNTS

         Except as otherwise expressly provided in the Income Tax Act, each
         amount determined in connection with the Plan shall be determined,
         where the amount is based on assumptions, using


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such reasonable assumptions as are acceptable to the Minister, and where
actuarial principles are applicable to the determination, in accordance with
generally accepted actuarial principles.







Salaried Employees of Co-Steel Lasco A Division of Co-Steel Inc.
Amended and Restated July 1, 1997
<PAGE>


                                                                         Page 23


SECTION 11 - FUTURE OF THE PLAN

11.01    CONTINUATION OF THE PLAN

         The Company intends to maintain the Plan indefinitely, but necessarily
         reserves the right to amend or discontinue the Plan, in whole or in
         part, at any time.

11.02    AMENDMENT TO THE PLAN

         No amendment to the Plan shall operate to reduce the pension benefits
         which have accrued to Members of the Plan prior to the date of such
         amendment based on Earnings at the date of the amendment, nor shall the
         Company have the right or power to make any amendment which would cause
         or permit any portion of the contributions made prior to that date to
         be diverted for purposes other than for the benefit of the Members,
         their respective estates, Beneficiaries, eligible Spouses or joint
         annuitants, in accordance with the provisions of the Plan, the
         requirements of Revenue Canada and the requirements of the Pension
         Benefits Act, unless and until all benefits under the Plan are fully
         provided.

11.03    TERMINATION OF THE PLAN

         (1)      If the Plan is would up in whole or in part, the assets of the
                  Pension Fund shall first be allocated for the provision of the
                  benefits in accordance with the terms of the Plan, the Pension
                  Benefits Act, the Income Tax Act and any other applicable
                  legislation. Such benefits may be provided through the
                  purchase of annuity contracts from an insurance company
                  licensed to do business in Canada, the transfer of the
                  Commuted Value of such benefits to a prescribed vehicle, or
                  through the continuation of this Pension Fund or the
                  establishment of a new pension fund for this purpose.

         (2)      If the Plan is wound up in whole or in part, the Company shall
                  not make further contributions to the Pension Fund in respect
                  of the Plan or the portion of the Plan being wound up, as the
                  case may be, except for amounts due or that have accrued up to
                  the effective date of the wind-up and have not been paid into
                  the Pension Fund as required by the Plan and the Pension
                  Benefits Act.

         (3)      Subject to the application of the Guarantee Fund, if the Plan
                  is wound up in whole or in part and the assets in the Pension
                  Fund are insufficient to pay all the benefits under the Plan,
                  or the portion of the Plan being wound up, as the case may be,
                  the benefits payable shall be reduced in the manner prescribed
                  by the Pension Benefits Act.

11.04    WIND-UP SURPLUS

         If, after making full provision for the accrued pension benefits
         payable under the Plan or in respect of Members on the wind-up in whole
         or in part of the Plan, the assets of the Pension Fund exceed its
         liabilities (such excess referred to hereafter as "surplus"), such
         surplus shall be refunded to the Company, or used as the Company may
         direct, provided that:

         (1)      the Company obtains the prior written approval of the
                  Financial Services Commission of Ontario, where required, and
                  otherwise complies with the requirements of the Pension
                  Benefits Act and the Income Tax Act; and

         (2)      if such surplus is used to provide benefits to, or in respect
                  of a Member that are in


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<PAGE>

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addition to benefits defined under the Plan, the Member's total benefit shall
not exceed the maximum benefit permitted to be paid under Section 15.02, and
the portion of such surplus that is not used to provide benefits shall be
refunded to the Company.







Salaried Employees of Co-Steel Lasco A Division of Co-Steel Inc.
Amended and Restated July 1, 1997
<PAGE>
                                                                        Page 25




PART 2 - DEFINED BENEFIT PROVISIONS


This Part sets out the specific defined benefit provisions of the Plan.


SECTION 12 - DEFINITIONS FOR DB PROVISIONS


The following words and phrases are defined for the purposes of this Part 2.


12.01  "COMMUTED VALUE" shall mean, in relation to benefits that a person has a
       present or future entitlement to receive, a lump sum amount which is the
       actuarial present value of those benefits, computed at a rate of interest
       and using actuarial tables adopted by the Company on the recommendation
       of the Actuary, subject to the Pension Benefits Act.

12.02  "CREDITED INTEREST" on Member required contributions under this Part 2
       shall be calculated for a given period by multiplying the applicable rate
       by the balance of Member required contributions plus interest at the
       beginning of the period.

       (1) If the period is a full Plan Year, "applicable rate" shall equal to
           the average of the annual yields on five year personal fixed term
           chartered Company deposit rates (CANSIM B 14045) in that Plan Year.

       (2) If the period is a partial year, as measured from the beginning of
           that Plan Year to the end of the month in which the Member separates
           from Continuous Service, "applicable rate" shall equal the rate that
           was calculated pursuant to subsection (1) for the previous Plan Year,
           multiplied by 1/12th of the number of months of the Member's
           Continuous Service in the current Plan Year.

12.03  "DB" shall mean "defined benefit" and shall refer to the benefit
       provisions contained in this Part 2.

12.04  "DESIGNATED PLAN" shall mean the Pension Plan for Designated Employees of
       Co-Steel Lasco, A Division of Co-Steel Inc.

12.05  "INDEXED COMPENSATION" means the Compensation received by a Member in a
       year adjusted to reflect increases in the average wage to the year of
       pension commencement, as defined under the Income Tax Act.








Salaried Employees of Co-Steel Lasco A Division of Co-Steel Inc.
Amended and Restated July 1, 1997.
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SECTION 13 - ELIGIBILITY FOR DB PARTICIPATION


13.01 PARTICIPATION CLOSED

      Participation in Part 2 was closed to new Members with effect from July 1,
      1997. This Section sets out the eligibility provisions applicable prior to
      July 1, 1997.

13.02 FULL-TIME EMPLOYEES

      (1)  A full-time Employee of the Company on January 1, 1965 was eligible
           to join the Plan on the Effective Date, regardless of age. A
           full-time Employee who elected not to join the Plan on the Effective
           Date was permitted to join the Plan on the first day of any month
           thereafter, provided that such Employee shall not be entitled to a
           benefit from the Plan in respect of any service during which he was
           eligible to become a Member but declined to do so.

      (2)  A full-time Employee hired by the Company on or after January 1,
           1965 and prior to January 1, 1987 became a Member on the first day
           of the month coincident with or next following the later of
           completion of one (1) year of Continuous Service and attainment of
           age twenty-five (25) provided that the Employee had not then
           attained age sixty-five (65). For this purpose, Continuous Service
           did not include service while an Employee of Co-Steel Inc. during
           which the Employee was on leave of absence without pay or layoff.

      (3)  A full-time Employee on January 1, 1987 who was a Member on December
           31, 1986 continued to be a Member on and after January 1, 1987.

      (4)  A full-time Employee who was not a Member on December 31, 1986 shall
           become a Member on the later of January 1, 1987 and completion of 90
           days of Continuous Service.

      (5)  An Employee who is not a Member on June 30, 1997 shall not become
           eligible to participate in this Part 2 of the Plan but instead shall
           be eligible to participate in Part 3.

13.03 PART-TIME EMPLOYEES

      Each part-time Employee shall become a Member of the Plan on the later of
      January 1, 1987 and the first day of the month following his completion
      of twenty-four (24) months of Continuous Service, provided that

      (1)  this date is not later than June 30, 1997 and

      (2)  he has earned not less than 35% of the YMPE, or has worked at least
           700 hours, in each of two (2) preceding consecutive calendar years




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<PAGE>
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SECTION 14 -- CONTRIBUTIONS

14.01     MEMBER REQUIRED CONTRIBUTIONS

          Effective January 1, 1982, Member contributions to this Part of the
          Plan were no longer required. Contributions made prior to January 1,
          1982 shall remain to the credit of Members, and shall be applied in
          accordance with the Plan.

14.02     MEMBER ADDITIONAL VOLUNTARY CONTRIBUTIONS

          Members are not permitted to make additional voluntary contributions
          under this Part 2.

14.03     COMPANY CONTRIBUTIONS

          (1)  The Company shall make such contributions to the Pension Fund as
               are required based on the advice of the Actuary to provide an
               appropriate level of funding for the benefits payable under this
               Part 2 in accordance with the requirements of the Pension
               Benefits Act in respect of the following:

               (a)  the normal cost of benefits currently accruing to Members
                    under the Plan; and

               (b)  for the proper amortization of any unfunded actuarial
                    liability or solvency deficiency;

               in accordance with the Pension Benefits Act and after taking
               into account the assets of the Pension Fund, contributions of
               Members and all other relevant factors.

          (2)  To the extent required, the Company's contribution in respect of
               the normal cost of benefits shall be paid in monthly installments
               within thirty (30) days following the month for which the
               contributions are payable. The Company's contributions in respect
               of special payments to amortize an unfunded actuarial liability
               or solvency deficiency shall be payable in equal monthly
               installments throughout the Plan Year.




Salaried Employees of Co-Steel Lasco A Division of Co-Steel Inc.
Amended and Restated July 1, 1997
<PAGE>
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SECTION 15 - RETIREMENT BENEFITS


15.01 RETIREMENT BENEFIT

     (1)  A Member who retires on his normal or postponed retirement date shall
          be entitled to receive an annual pension benefit, payable in equal
          monthly instalments, in an amount determined by multiplying the
          Member's Credited Service by the sum of (a) and (b) below:

          (a)  1% of his Best Average Earnings not in excess of the YMPE

          (b)  1.5% of his Best Average Earnings in excess of the YMPE

          For the purposes of applying the above formula the YMPE used shall be
          the YMPE in effect on the date the Member's Continuous Service ceases.

     (2)  The pension formula set out in not consistent throughout subsection
          (1) is the amount payable under the normal form of pension for a
          Member without a Spouse. A pension payable in a different form or
          commencing before normal retirement date is subject to adjustment so
          as to be the Actuarial Equivalent.

15.02 MAXIMUM BENEFIT

     (1)  Notwithstanding anything contained herein to the contrary, but subject
          to subsection (5), the total amount of annual annuity payable to a
          Member under Part 2 of the Plan, shall not exceed the lesser of:

          (a)  2 percent of the Member's highest average Indexed Compensation,
               and

          (b)  $1,722.22 or any other defined benefit maximum permitted by the
               Income Tax Act,

          multiplied by the number of years, not exceeding thirty-five (35)
          years, of Credited Service up to December 31, 1991, plus the number of
          years of Credited Service after December 31, 1991.

     (2)  For years of service prior to January 1, 1990 that are credited to a
          Member after June 8, 1990, the maximum dollar limit in subsection
          (1)(b) above shall be $1,150 or any other defined benefit maximum
          permitted by the Income Tax Act.

     (3)  Such maximum benefits are inclusive of any amounts paid out to the
          Member's Spouse as a result of marriage breakdown.

     (4)  For the purpose of determining a Member's maximum pension, highest
          average Indexed Compensation shall be the average of the Member's
          total Indexed Compensation for the three (not necessarily consecutive)
          non-overlapping 12-month periods of highest Indexed Compensation.

     (5)  Notwithstanding the foregoing, the total amount of annual annuity to
          which a Member shall be entitled prior to age 65 shall not exceed:

          (a)  $1,722.22 or any other defined benefit maximum permitted by the
               Income Tax Act multiplied by the number of years of Credited
               Service after 1991 plus

          (b)  the maximum Canada Pension Plan benefit multiplied by Credited
               Service after



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          1991 (maximum 35 years) and divided by 35 minus Credited Service
          before 1991.

15.03 MINIMUM BENEFIT FROM REQUIRED CONTRIBUTIONS

     Upon the earliest of the retirement, termination of employment or death of
     a Member, the Commuted Value of the Member's pension for Credited Service
     prior to January 1, 1982 shall be at least equal to the Member's required
     contributions made to the Plan prior to January 1, 1982 plus Credited
     Interest to the date of determination.







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SECTION 16 -- EARLY RETIREMENT

16.01 EARLY RETIREMENT BENEFIT

      A Member who retires early pursuant to subsection 6.02 and who is not
      entitled to an unreduced early retirement pension pursuant to subsection
      16.02, may elect to receive either:

      (1)  a pension, commencing on the first day of any month between his early
           retirement date and his normal retirement date, such pension being
           calculated according to the formula in Section 15 based on the
           Member's actual Credited Service reduced by 1/2 of 1% for each month
           by which the pension commencement date precedes the Member's 62nd
           birthday provided that the Member's pension is at least the Actuarial
           Equivalent of the deferred pension under subsection 16.02(2); or

      (2)  a deferred pension, commencing on the first day of any month on or
           following the Member's 62nd birthday, calculated according to the
           formula in Section 15, based on his Credited Service to the date he
           leaves active employment with the Company.

16.02 ELIGIBILITY FOR UNREDUCED EARLY RETIREMENT PENSION

      Subject to Section 16.04, each Member who has attained one of the
      following combinations of age and years of Continuous Service, shall be
      entitled to retire early, and to receive an unreduced pension calculated
      according to the formula in Section 15, based on his Credited Service to
      the date he leaves active employment with the Company.

           Age                   Years of Credited Service
           ---                   -------------------------
           62                               10
           61                               13
           60                               16
           59                               19
           58                               22
           57                               25
           56                               28
           55                               30

      Notwithstanding the foregoing, each Member who has attained one of the
      following, shall be entitled to retire early, and to receive an unreduced
      pension calculated according to the formula in Section 15, based on his
      Credited Service to the date he leaves active employment with the Company:

      (1)  the Member has completed at least 30 years of Continuous Service, or

      (2)  the Member's age plus years of Continuous Service equals a total of
           at least 80.



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16.03 BRIDGE BENEFIT

     (1)  A Member who retires early and is entitled to an unreduced early
          retirement pension pursuant to subsection 16.02 shall be entitled to
          receive a bridge benefit equal to 1/2 of 1% of the Member's Earnings
          in the year of retirement up to the YMPE, multiplied by his years of
          Credited Service.

     (2)  A Member who retires early pursuant to subsection 6.02, who is not
          entitled to an unreduced early retirement pension, and who commences
          his pension prior to age sixty-five (65), shall be entitled to
          receive a bridge benefit in accordance with subsection 16.03(1),
          reduced 1/2 of 1% for each month that the pension commencement date
          precedes the Member's sixty-second (62nd) birthday.

     (3)  Any benefit payable under this subsection 16.03 shall commence on the
          Member's pension commencement date, and shall cease on the earlier of
          the Member's normal retirement date or, if earlier, the date of the
          Member's death.

     (4)  Notwithstanding the foregoing, in no event will the bridge benefit be
          greater than the sum of the maximum Old Age Security and Canada
          Pension Plan benefits which would be payable if the Member were age
          65, reduced on a prorated basis if the Member has less than ten years
          of Credited Service. Furthermore, for benefits earned with respect to
          service after 1991, the maximum Bridge Benefit is reduced by 0.25%
          for each month between the commencement date and the Member's
          attainment of age 60 if a Member is less than age 60 at pension
          commencement.


16.04 STATUTORY LIMIT ON BENEFIT - EARLY RETIREMENT

      Where a Member commences pension payments prior to his earliest unreduced
      date, as defined below, the level of such Member's Lifetime Retirement
      Benefits must be reduced, by at least 1/4 percent for each month (3% per
      year) that the commencement date precedes the Member's earliest unreduced
      date. For the purpose of this paragraph, the Member's earliest unreduced
      date shall be the earlier of (1) the date the Member attains age 60, (2)
      the day the Member has completed at least 30 years of Continuous Service,
      or (3) the date the Member's age plus years of Continuous Service equals
      a total of 80.


15.05 SPECIAL EARLY RETIREMENT BENEFITS

      Notwithstanding the provisions of subsections 16.02 and 16.3 and subject
      to the Pension Benefits Act and the Income Tax Act, the Company reserves
      the right to grant, by way of Plan amendment, special early retirement
      benefits to a class of Members who are eligible to retire early under
      subsection 6.02.


16.06 1992 SPECIAL EARLY RETIREMENT BENEFITS

      (1)  ELIGIBILITY FOR 1992 SPECIAL EARLY RETIREMENT BENEFIT

           The special early retirement benefit described in subsection
           16.06(2) shall be provided to any Member who

           (a)  prior to March 31, 1992 is notified by the Company that he has
                become redundant to the Company or that his position has been
                eliminated and is notified that accordingly he will be offered
                special early retirement at a date to be determined

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          by the Company which shall be before December 31, 1992; and

     (b)  at the date he retires, has attained age 55 and completed 10 years of
          Continuous Service.

(2)  1992 SPECIAL EARLY RETIREMENT BENEFIT

     A Member who meets the eligibility conditions described in subsection
     16.06(1) and who elects to retire at the date to be determined by the
     Company shall receive a special early retirement benefit commencing on
     the first day of the month following his early retirement date, payable in
     equal monthly instalments, comprised of (a), (b) and (c) as follows:

     (a)  a pension calculated as an annual pension according to the formula in
          subsection 15.01, and the normal form of pension according to Section
          7, based on his Credited Service to the date he leaves active
          employment with the Company, without any reduction on account of his
          early retirement date;

     (b)  a bridge benefit determined according to subsection 16.03(2) payable
          until the earlier of the Member's normal retirement date according to
          subsection 6.01, or the date of the Member's death without any
          reduction on account of his early retirement date; and

     (c)  a supplemental bridge benefit calculated as an annual amount
          determined as specified in the following clauses (i), (ii), and (iii)
          payable until the earlier of the Member's normal retirement date
          according to subsection 6.01 or the date of the Member's death:

          (i)   the sum of the maximum retirement pension payable from the
                Canada Pension Plan to a member who retires at age 65 in 1992
                and the maximum Old Age Security pension payable in the first
                quarter of 1992; divided by

          (ii)  27.33; and multiplied by

          (iii) the Member's number of years of Credited Service.

(3)  BENEFIT LIMITATIONS

     A Member who receives the special early retirement benefit described in
     subsection 16.06(2) is not eligible to receive a benefit under any other
     provision of subsection 16, and, as a further limitation, the combined
     amounts of the benefits described in subsection 16.06(2)(b) and (c) cannot
     exceed the sum of the maximum retirement pension payable from the Canada
     Pension Plan in 1992 and the maximum Old Age Security pension payable in
     the first quarter of 1992.




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SECTION 17 - DISABILITY ACCRUAL

17.01 ELIGIBILITY FOR DISABILITY ACCRUAL

     A Member shall continue to accrue Credited Service under the Plan during:

     (1)  any period in which the Member is in receipt of a benefit under a
          Company sponsored disability plan, other than this Plan, to which the
          Company makes contributions directly or indirectly;

     (2)  the portion of any period, not exceeding one year, in which the Member
          is in receipt of Workers' Compensation disability income benefits; and

     (3)  the portion of any period in which the Member in receipt of Workers'
          Compensation disability income benefits which exceed one (1) year,
          provided that the Member would be eligible (whether the disability is
          occupational or non-occupational in nature) to receive benefits under
          a Company sponsored disability plan if he were not in receipt of
          Workers' Compensation disability income benefits.

17.02 CALCULATION OF DB PENSION

     If payments described in (1), (2) or (3) above continue until such Member's
     normal retirement date, his pension at normal retirement date shall be
     computed in accordance with subsection 15.01, including his period of
     disablement as Credited Service, and based upon the YMPE and his Best
     Average Earnings as the date of disability.

17.03 DISABILITY ACCRUAL ENDING BEFORE NORMAL RETIREMENT

     Should payments described in subsection 17.01 (1), (2) or (3) cease prior
     to such Member's normal retirement date, the provisions of subsection
     17.01 above shall no longer apply and, if he has not returned to active
     employment, the retirement income in respect of such Member shall be
     computed at his retirement date or termination date (which shall be deemed
     to occur on the date the disability accrual ceased), as the case may be, in
     accordance with the provisions of Section 15, based on his year of Credited
     Service including the period of disablement, and the YMPE and his Best
     Average Earnings at his date of disability.









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SECTION 18 - BENEFITS ON DEATH

18.01 DEATH BENEFIT FOR POST -1986 SERVICE

     (1)  If a Member dies in active service before completing twenty-four (24)
          months of Continuous Service, no death benefit is payable under the
          Plan for service after December 31, 1986.

     (2)  If a Member dies in active service after completing twenty-four (24)
          months of Continuous Service, the death benefit payable under the Plan
          for service after December 31, 1986 is a lump sum payment equal to the
          Commuted Value of the Member's deferred pension commencing on his
          normal retirement date, accrued under subsection 15.01 for service on
          and after January 1, 1987. The death benefit payable under this
          subsection 18.01(2) is payable to the Member's Spouse unless the
          Member and his Spouse are living separate and apart or have completed
          and filed a waiver in the prescribed form. The Spouse may elect to
          receive the death benefit in either of the following forms:

          (a)  a lump sum payment; or

          (b)  an annuity payable for the Spouse's lifetime, as may be provided
               by the amount in (a), commencing either immediately or on the
               first day of any month on or after the Spouse attains age
               fifty-five (55), but preceding the Spouse's attainment of age
               sixty-nine (69).

          If the Member does not have a Spouse at date of death, the death
          benefit payable under this subsection 18.01(2) is payable to the
          Member's Beneficiary or estate, as applicable, in a lump sum.

18.02 DEATH BENEFIT FOR PRE-1987 SERVICE

     (1)  If a Member dies in active service before attaining age forty (40) and
          completing ten (10) years of Credited Service, the Member's
          Beneficiary or estate, as applicable, shall receive a lump sum cash
          refund of the Member's required contributions to the Plan made prior
          to January 1, 1982 and remaining on deposit in the Pension Fund, if
          any, plus Credited Interest.

     (2)  If a Member dies in active service after both attaining age forty (40)
          and completing ten (10) or more years of Credited Service, the
          Member's Spouse shall receive a pension equal to 50% of the basic
          retirement pension accrued by the Member prior to January 1, 1987
          pursuant to subsection 15.01. The Spouse's pension shall be paid in
          equal monthly installments commencing on the first day of the month
          following the Member's death, and ceasing with the payment due on the
          first day of the month in which the Spouse dies.

     (3)  In lieu of an immediate pension, the Spouse may elect to receive the
          death benefit in either of the following forms:

          (a)  a lump sum payment equal to the Commuted Value thereof; or

          (b)  an annuity payable for the Spouse's lifetime, as may be provided
               by the amount in (a), commencing on the first day of any month on
               or after the Spouse attains age fifty-five (55), but preceding
               the Spouse's attainment of age sixty-nine (69).






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     (4)  In no event shall the Commuted Value of the death benefit payable
          pursuant to subsection 18,02(2) for service prior to January 1, 1982
          be less than the Member's required Contributions to the Plan made
          prior to January 1, 1982 and remaining on deposit in the Pension Fund,
          if any, plus Credited Interest.

     (5)  If the Member does not have a Spouse at date of death, the death
          benefit for service prior to January 1, 1987 shall be payable in
          accordance with subsection 18.02(1) above.


18.03 DEATH AFTER TERMINATION OF EMPLOYMENT AND BEFORE PENSION COMMENCEMENT

     In the event of the death of a terminated Member, who was entitled to a
     deferred pension benefit, prior to commencement of pension payments to the
     Member, the amount of any death benefit in respect of the Member shall be
     determined and payable in accordance with subsection 18.01 and 18.02, as
     applicable.

18.04 DEATH AFTER COMMENCEMENT OF PENSION

     In the event of the death of a Member following commencement of his pension
     payments, the death benefit shall be determined in accordance with the form
     of pension being paid to the Member pursuant to Section 7.






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SECTION 19 - TERMINATION OF EMPLOYMENT

19.01 TERMINATION BEFORE 24 MONTHS' CONTINUOUS SERVICE

     A Member who terminates employment With the Company before completing
     twenty-four (24) months of Continuous Service is not entitled to a benefit
     from the Plan.

19.02 TERMINATION AFTER 24 MONTHS' CONTINUOUS SERVICE

     A Member who terminates employment with the Company after completing
     twenty-four (24) months of Continuous Service will be entitled to receive a
     deferred pension commencing at his normal retirement date determined in
     accordance with subsection 15.01. The Commuted Value of this Member's
     deferred pension accrued under subsection 15.01 in respect of service
     before January 1,1982 shall be at least equal to the Member's required
     contributions made to the Plan before January 1, 1982 plus Credited
     Interest to the date of determination.

19.03 EARLY COMMENCEMENT OF DEFERRED PENSION

     A Member who terminates employment with the Company prior to attaining age
     fifty-five (55) and who is entitled to receive a deferred pension under
     this Section 19, may elect to commence receiving his pension on the first
     day of any month on or after his attainment of age fifty-five (55) and
     prior to his normal retirement date. The amount of this pension will be the
     Actuarial Equivalent of the deferred pension otherwise commencing on his
     normal retirement date.

19.04 PORTABILITY OF TERMINATION BENEFITS

     (1)  A Member who terminates employment prior to attaining age fifty-five
          (55) may elect to have the Commuted Value of the deferred pension to
          which he is entitled under this Section 19;

          (a)  transferred to another pension plan, provided that the
               administrator of that pension plan agrees to accept the transfer;

          (b)  transferred to a locked-in retirement savings arrangement as
               prescribed in the Pension Benefits Act; or


          (c)  applied to purchase a deferred life annuity from an insurance
               company licensed to transact business in Canada, provided that
               payment of the annuity will not commence until the Member has
               attained at least age fifty-five (55)


          Notwithstanding the foregoing,a Member who terminates employment prior
          to attainment of age forty-five (45) and completion of ten (10) or
          more years of Continuous Service, may elect to have the Commuted Value
          of his deferred pension accrued prior to January 1, 1987, to which he
          is entitled under this Section 19, transferred to a registered
          retirement savings plan on a non-locked-in basis. Upon such transfer
          or purchase, the Member shall have no further entitlement under the
          Plan.







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     (1)  The Company shall not permit a transfer or purchase under subsection
          19,04(1) unless it is satisfied that the transfer or purchase is in
          accordance with the Pension Benefits Act and Section 147.3 of the
          Income Tax Act.

     (2)  A Member who is entitled to a refund of contributions under this
          Section 19 may elect to transfer the amount of the refund to a
          registered retirement savings plan on a non-locked-in basis.






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Amended and Restated July 1, 1997
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SECTION 20 - PENSION INCREASES

20.01 COST OF LIVING INCREASE EFFECTIVE JANUARY 1, 1987

     (1)  ELIGIBILITY The pension payable to each retired Member, surviving
          Spouse or joint annuitant in receipt of pension payments from the Plan
          as of November 30, 1986 shall be increased effective January 1, 1987
          in accordance with subsection 20.01(2) and 20.01(3).

     (2)  FORM OF PENSION The additional pension benefit payable to each
          eligible retired Member, surviving Spouse or joint annuitant pursuant
          to this subsection 20.01 shall be payable commencing on the later of
          January 1, 1987 and the first day of the month on or following the
          Member's sixtieth (60th) birthday in the same form as the basis
          pension currently in payment to that retired Member, surviving Spouse
          or joint annuitant.

     (3)  AMOUNT OF PENSION INCREASE The amount of pension payable to each
          retired Member, surviving Spouse or joint annuitant to whom subsection
          20.01(1) applies shall be increased by 50% of the percentage increase
          in the Consumer Price Index for the period commencing on the date
          pension payments commenced to be paid to such person, and ending on
          November 30, 1986.

     If a Member is younger than age sixty (60) at January 1, 1987, his
     additional pension benefits at age sixty (60) combined with his basic
     retirement pension shall not exceed the maximum pension under subsection
     15.02.

20.02 COST OF LIVING INCREASE EFFECTIVE JULY 1,1989

     (1)  ELIGIBILITY The pension payable to each retired Member, surviving
          Spouse or joint annuitant in receipt of pension payments from the Plan
          as of March 31, 1989 shall be increased effective July 1, 1989 in
          accordance with subsections 20.02(2) and 20.02(3).

     (2)  FORM OF PENSION The additional pension benefit payable to each
          eligible retired Member, surviving Spouse or joint annuitant pursuant
          to this subsection 20.02 shall be payable commencing on the later of
          July 1, 1989 and the first day of the month on or following the
          Member's sixtieth (60th) birthday in the same form as the pension
          currently in payment to that retired Member, surviving Spouse or joint
          annuitant.

     (3)  AMOUNT OF PENSION INCREASE The amount of pension payable to each
          retired Member, surviving Spouse or joint annuitant to whom subsection
          20.02(1) applies shall be increased by 50% of the percentage increase
          in the Consumer Price Index for the period commencing on the later of:

          (a)  the date pension payments commenced to be paid to such retired
               Member, surviving Spouse or joint annuitant; and

          (b)  November 30,1986;

          and ending on March 31, 1989.

     If a Member is younger than age sixty (60) at July 1, 1989, his additional
     pension benefits at age sixty (60) combined with his basic retirement
     pension shall not exceed the maximum pension under subsection 15.02.

20.03 AUTOMATIC INDEXING





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     (1)  Effective March 1, 1992, annual cost of living increase payments are
          provided to:

          (a)  a Member who is receiving monthly pension payments from the Plan,
               either due to retirement or disability; and

          (b)  the surviving Spouse or surviving joint annuitant of the Member
               who was receiving monthly pension payments from the Plan,
               provided that the Member or the surviving Spouse or surviving
               joint annuitant was receiving his or her pension on January 1 of
               the year preceding the year during which the increase is paid.

     (2)  The percentage increase for the cost of living adjustment is
          determined as at March 1 each year, the first such determination being
          made as of March 1, 1992, and the amount of such increase shall be the
          lesser of (a) and (b) as follows:

          (a)  80% of the percentage increase, if any, in the Consumer Price
               Index during the twelve (12) month period ending on the
               immediately preceding December 31; or

          (b)  4%

          The percentage increase applies to the amount of the pension,
          exclusive of bridge benefit payments, being paid to the Member or
          surviving Spouse or surviving joint annuitant at the date the
          inflation adjustment is granted.

     (3)  For the purposes of this subsection 20.03, "Consumer Price Index"
          means the Consumer Price Index for Canada for All Items (Not
          Seasonally Adjusted) provided by Statistics Canada, or such other
          official measure of price movement as may be substituted therefor.

     (4)  The additional pension granted pursuant to this subsection 20.03 is
          payable in the same form and with the same guarantees as the pension
          to which the increase is applied, and additional pension payments
          shall be cumulative.






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PART 3 - DEFINED CONTRIBUTION PROVISIONS

This Part sets out the provisions of the Plan related to the defined
contribution provisions.

SECTION 21 - DEFINITIONS FOR DC PROVISIONS

21.01 "DC" shall mean defined contribution and shall refer to the benefits
      provided under this Part 3.

21.02 "DC FUND" shall be the portion of the Pension Fund related to this Part 3
      and shall consist of: (1) Individual Member Accounts, into which shall be
      deposited all required optional matched and additional voluntary
      contributions made by a Member, and individual Employer Accounts, into
      which are deposited all contributions made by the Company in respect of a
      Member together with the interest credited thereon.

21.03 "DC MEMBER" shall mean a Member who is participating in this Part 3.

21.04 "EMPLOYER ACCOUNT" means the account established for the Member pursuant
      to Section 24 into which defined contributions made by the Company in
      respect of such Member are credited.

21.05 "INTEREST" with respect to a Member Account or Employer Account shall mean
      the investment income, including realized and unrealized capital gains,
      that is earned on the investments which are held in the Member Account or
      Employer Account.

21.06 "MEMBER ACCOUNT" means the account established for the Member pursuant to
      Section 24 into which required, optional matched and additional voluntary
      contributions made by such Member in respect of the Member's defined
      contribution pension are credited.







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SECTION 22 - ELIGIBILITY FOR DC BENEFITS

22.01 FULL-TIME EMPLOYEES

A full-time Employee who is not a Member on June 30, 1997 shall become a DC
Member on the first day of the month following twenty-four months of employment
with the Company,

22.02 PART-TIME EMPLOYEES

Each part-time Employee who is not B Member on June 30, 1997 &all become a DC
Member on the first day of the month following his completion of twenty-four
(24) months of Continuous Service, provided he has earned not less than 35% of
the YMPE, or has worked at least 700 hours in each of two preceding consecutive
calendar years.

22.03 WAIVER OF WAITING PERIOD

At the sole discretion of the Company, the waiting period for membership as set
out above may be waived or reduced depending on the circumstances of the
Employee.

22.04 DB MEMBERS

A Member who continues to accrue pension benefits under Part 2 of the Plan shall
not be permitted to become a DC Member.





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SECTION 23 - CONTRIBUTIONS

23.01 MEMBER AND EMPLOYER ACCOUNTS

      A Member Account and an Employer Account shall be set up for each Member.
      Any contributions made by a Member shall be deposited into the Member
      Account. The Member Account is made up of sub-accounts for the Member's
      optional and additional voluntary contributions, if any, plus Interest
      thereon. Any contributions made by the Company shall be deposited into the
      Employer Account and will accumulate with Interest.

23.02 MEMBER OPTIONAL AND ADDITIONAL VOLUNTARY CONTRIBUTIONS

     (1)  A DC Member is not required to contribute to the Plan.

     (2)  A DC Member may make optional contributions of 1%, 2%, or 3% of
          Earnings.

     (3)  In addition to optional contributions, a DC Member may also make
          additional voluntary contributions provided that the sum of the DC
          Member's total contributions and the Company contributions on his
          behalf do not exceed the tax-deductible limit.

     (4)  A Member may change his optional or additional voluntary contribution
          rate once a year, by completing the prescribed form and delivering it
          to the Human Resources Department at least 30 days prior to the end of
          the Plan Year.

23.03 REMITTANCE OF MEMBER CONTRIBUTIONS

      The Company shall remit to the Funding Agency, all sums received by the
      Company for a Member or deducted from a Member's pay, not later than 30
      days after the end of the month in which such sums are received or
      deducted.

23.04 COMPANY CONTRIBUTIONS

      Subject to subsection 23.11, the Company will contribute on behalf of each
      DC Member;

     (1)  an amount equal to 2% of such Member's Earnings in the month: plus

     (2)  an amount equal to the optional matched contribution made by the
          Member under subsection 23.02(2).

23.05 MEMBER CONTRIBUTIONS WHILE INJURED AT WORK OR ON PARENTAL LEAVE

      Where a Member is on a period of leave and in receipt of Workers'
      Compensation benefits or is on a period of child care leave, the Company
      will continue to make its contributions under 23.04(1) in respect of the
      Member during the leave period, to a maximum of 12 months.

      The Company will notify an affected Member, in writing, that the
      continuance of the Company's contributions under 23.04(2) is conditional
      on the Member's election in writing to continue making his or her optional
      contributions, if any, under the Plan during the leave of absence. If the
      Member elects in writing to cease making required contributions, the
      Company shall cease making its matching optional contributions under
      23.04(2) in respect of the Member under the Plan during the period of
      leave.






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23.06 REMITTANCE OF COMPANY CONTRIBUTIONS

      The Company contributions shall be remitted not later than 30 days after
      the end of the period in respect of which it is made. All contributions
      made by the Company shall be in respect of Employees.

23.07 CREDITING OF INTEREST

      Each contribution made pursuant to Part 3 will begin to accrue Interest no
      later than the end of the month in which the contribution is credited to
      the DC Fund. The amount of Interest will depend on the investment fund or
      funds chosen by the DC Member. Interest will be applied to the Member
      Account and the Employer Account up to the date that the investments are
      liquidated.

23.08 DISABILITY ACCRUAL

      On behalf of each DC Member who becomes disabled on or after July 1, 1997
      and satisfies the conditions for Disability Accrual, the Company will
      contribute monthly during the period of Disability Accrual until the
      retirement of such Member, the contributions indicated in subsections
      23.04(1) and 23.04(2) hereof. Such contributions shall commence to be made
      on the first day of the month coincident with or next following the date
      the Member is certified to be Totally and Permanently Disabled.

      A DC Member may elect to contribute to the Plan during a period of
      Disability Accrual, in accordance with subsection 23.02(2).

23.09 MAXIMUM DC CONTRIBUTIONS

      Notwithstanding the other provisions of this Section 23, in any calendar
      year, in respect of any Member, the total of:

     (1)  the Member contributions made pursuant to subsection 23.02;

     (2)  the Company contributions made pursuant to subsection 23.04;

     (3)  any allocations made in respect of the Member pursuant to subsection
          23.11; and

     (4)  any contributions made to a Company-sponsored or "non-arm's length"
          company-sponsored plan (as defined under the Income Tax Act) by or on
          behalf of the Member,

      shall in no event exceed the lesser of the "money purchase limit" (as
      defined under the Income Tax Act) for the year and 18% of the Member's
      Compensation from the Company for the year.

23.10 ALLOCATION OF EARNINGS, FORFEITED AMOUNTS AND SURPLUS

     (1)  Earnings of the DC Fund shall be allocated to Members on a reasonable
          and equitable basis, at least monthly.

     (2)  "Forfeited amounts" (as defined under the Income Tax Act) together
          with Interest reasonably attributable thereto shall be used by the
          Company to offset administrative, investment or similar expenses
          incurred in connection with the Plan. Alternatively, "forfeited
          amounts", may be used to offset the Company's required
          contributions under subsections 23.04, 23.05, and 23.08 on or before
          December 31 of the year immediately following the calendar year in
          which the amounts were forfeited.

     (3)  The Company may utilize surplus arising from Part 2 of the Plan to
          offset its required






Salaried Employees of Co-Steel Lasco A Division of Co-Steel Inc.
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contributions under subsection 23.04, 23.05, or 23.08.







Salaried Employees of Co-Steel Lasco A Division of Co-Steel Inc.
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SECTION 24 - RETIREMENT OR TERMINATION BENEFITS

24.01 LESS THAN TWO YEARS OF SERVICE

      (1)  A Member who terminates employment before he has completed two years
           of Continuous Service while a Member shall be entitled to a lump sum
           cash payment or a transfer in accordance with subsection (2) below.
           The amount of the lump sum shall equal the balance in the Member
           Account.

      (2)  The Member may receive his entitlement as

           (a)  a lump sum cash payment less tax withholding,

           (b)  a transfer to a registered retirement savings plan that need not
                be locked in, or

           (c)  a transfer to an insurance company to purchase an annuity
                commencing not before age 55.

24.02 TWO OR MORE YEARS OF CREDITED SERVICE

      (1)  A Member who terminates employment with the Company after he has
           completed two years of Credited Service shall be entitled to a lump
           sum equal to the balance in his Member Account and the Employer
           Account.

      (2)  The Member may receive his entitlement as

           (a)  a transfer to a prescribed retirement arrangement under the
                Pension Benefits Act, or

           (b)  a transfer to another registered pension plan provided the terms
                of such plan will accept the transfer, or

           (c)  a transfer to an insurance company to purchase an annuity in
                prescribed form commencing not before age 55.

24.03 ADDITIONAL VOLUNTARY CONTRIBUTIONS

      Notwithstanding the above, a Member who has made additional voluntary
      contributions may elect to receive the portion of his Member Account
      attributable to such additional voluntary contributions in accordance with
      any of the forms set out in subsection 24.01(2).

24.04 COMPLIANCE WITH TRANSFER RULES

      The Company shall not permit a transfer under this Section 24 unless the
      Company is satisfied that the transfer is in accordance with the Pension
      Benefits Act and the restrictions set out in Section 147.3 of the Income
      Tax Act. The transferee can accept the transferred amount only on the
      condition that the amounts will continue to be administered in accordance
      with the Pension Benefits Act and where amounts are locked-in will be
      administered as locked-in amounts.

24.05 NO FURTHER ENTITLEMENTS

      If a Member's entitlements have been transferred out of the Plan pursuant
      to this Section 24, the Member shall retain no further rights or
      entitlements under the Plan.





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SECTION 25 - BENEFITS ON DEATH

25.01 AMOUNT OF DEATH BENEFITS

      If a Member continues to have a Member Account or Employer Account at the
      time of death, a death benefit equal to his Member Account and Employer
      Account Balance will be payable to his Beneficiary.

25.02 SETTLEMENT OPTIONS ON DEATH BEFORE PENSION COMMENCEMENT

      (1)  If, on the death of a Member, the Beneficiary is the Spouse, the
           Spouse may elect to have the death benefit under this Part
           transferred in accordance with any of the options set out in
           subsection 24.01(2).

      (2)  Such Spouse must elect the form of settlement within 60 days
           following receipt of such information as is prescribed by the Pension
           Benefits Act. In the absence of any election, the Spouse shall be
           deemed to have elected to receive a deferred pension.

      (3)  Where the Beneficiary is not the Spouse, the death benefit will be
           paid in a lump sum to the designated Beneficiary or in the absence of
           a designated Beneficiary, the Member's estate.





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SECTION 26 - INVESTMENT OF ASSETS

26.01 INVESTMENT OPTIONS

      DC Members shall be afforded certain investment options as determined by
      the Company from time to time, in respect of the monies in their Member
      and Employer Accounts in the DC Fund. The Member is solely responsible for
      making his investment selections. The Company may impose restrictions or
      conditions on the number of times in a year that a Member may alter his
      investment choices and the advance notice required to make such
      alterations.

26.02 INVESTMENT RESTRICTIONS

      Notwithstanding the foregoing, the Company shall ensure that the assets of
      the Plan are invested in accordance with the Pension Benefits Act and in
      that regard shall obtain an undertaking from any entity which is delegated
      the duty to invest the assets that such assets will be invested in
      accordance with the Pension Benefits Act and with any written guidelines
      provided by the Company.





Salaried Employees of Co-Steel Lasco A Division of Co-Steel Inc.
Amended and Restated July 1, 1997