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                                                                Exhibit 10(xiii)



                                 CO-STEEL INC.



                                   LONG-TERM
                                 INCENTIVE PLAN



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                                 CO-STEEL INC.
                                  ("CO-STEEL")

                       EXECUTIVE LONG-TERM INCENTIVE PLAN

1.   PURPOSE OF THE PLAN

1.1  Co-Steel hereby establishes a plan to be known as the "Co-Steel Executive
     Long-Term Incentive Plan" for the purpose of rewarding executives of
     Co-Steel for the relative performance of Co-Steel compared to its
     competitors in terms of Total Shareholder Return.

2.   DEFINITIONS

2.1  In this Plan, the following terms have the following meanings:

     "ACT" means the Income Tax Act (Canada), as amended;

     "CHANGE-IN-CONTROL" means any of the following occurrences:

     (a)  the acquisition by any one shareholder, or group of shareholders
          acting jointly or in concert, of more than 50% of the outstanding
          voting shares of Co-Steel;

     (b)  a sale by Co-Steel of all or substantially all of its assets to an
          unrelated third party, or other liquidation or dissolution;

     (c)  a change in the composition of the Board of Directors of Co-Steel
          involving at least one-half of the Board which occurs at the same time
          or within a 60 days period; or

     (d)  a merger, consolidation, or other reorganization of Co-Steel which
          results in Co-Steel's shareholders owning less than 50% of the voting
          shares of the resulting entity.

     "COMMITTEE" means the Compensation Committee of Co-Steel's Board of
     Directors or such other committee as may be designated by Co-Steel's Board
     of Directors from time to time;

     "COMMON SHARES" means common shares of Co-Steel;

     "CONTRIBUTION AMOUNT" means the amount determined pursuant to paragraph 5.5
     of the Plan;

     "EFFECTIVE DATE" means December 8, 1999;

     "ELIGIBLE EXECUTIVES" means those executives of Co-Steel [AND ITS
     SUBSIDIARIES] designated by the Committee to participate in the Plan;



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     "NOTIONAL ACCOUNT VALUE" means the number of Common Shares allocated to an
     Eligible Executive's notional account (whether or not vested) multiplied by
     the closing price of Co-Steel's Common Shares on the last trading date
     prior to the distribution to the Eligible Executive;

     "PEER GROUP OF CORPORATIONS" means the corporations set out in Appendix "A"
     to the Plan subject to modification from time to time by the Committee;

     "PERMANENT DISABILITY" means the permanent incapacity of an Eligible
     Executive, as determined by a licensed medical practitioner, due to a
     medically determinable physical or mental impairment which prevents such
     individual from performing substantially all of the essential duties of his
     or her office or employment;

     "PLAN" means this plan which is intended to be an Employee Benefit Plan as
     defined in the Act and to be known as the "Co-Steel Inc. Executive
     Long-Term Incentive Plan";

     "PRINCIPAL EXCHANGE" means the exchange or over-the-counter market on which
     a corporation's common shares have the greatest trading volume (determined
     by total number of shares traded in the previous calendar year);

     "TARGET AMOUNT" means the amount obtained when multiplying the Eligible
     Executive's base salary by the Target Award;

     "TARGET AWARD" means the percentage of an Eligible Executive's base salary
     determined by the Committee which will be applied to calculate the Target
     Amount;

     "TOTAL SHAREHOLDER RETURN" for any corporation shall be determined on an
     annual basis and expressed as a percentage determined by dividing:

     (a)  the sum of,

          (i)  the cumulative amount of dividends per share for the calendar
               year, assuming dividend reinvestment, and

          (ii) the difference between the price per share for the securities at
               the end of and the beginning of the calendar year, by

     (b)  the price per share of the securities at the beginning of the
          calendar year;

     "TRUST" means the Co-Steel Inc. Executive Long Term Compensation Plan Trust
     as embodied in the Trust Agreement entered into between Co-Steel and the
     Trustee;

     "TRUST AGREEMENT" means the trust agreement entered into by the Trustee and
     Co-Steel in connection with the administration of the Trust Fund for the
     purposes of the Plan as amended from time to time;

     "TRUST FUND" has the meaning set out in the Trust Agreement;

     "TRUSTEE" means Co-Steel Benefit Plans Inc. or its successor appointed
     under the Trust Agreement;

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     "UNVESTED COMMON SHARES" means Common Shares which have been allocated to
     the notional account an Eligible Executive but which have not vested in
     such Eligible Executive pursuant to the provisions of the Plan; and

     "VESTING DATE" means the date determined pursuant to paragraph 6.4 herein.


3.   PARTICIPATION

3.1  Participation in the Plan is limited to Eligible Executives.

3.2  Each Eligible Executive chosen to participate in the Plan will be provided
     with a copy of the Plan and the Trust Agreement.


4.   ADMINISTRATION OF THE PLAN

4.1  The Committee will have the power and authority to determine all Eligible
     Executives, determine Target Awards and Contribution Amounts paid to the
     Trust under the Plan, and generally administer the Plan.

4.2  Any question of interpretation of the Plan will be submitted to the
     Committee for resolution.

4.3  The Committee or the Board of Directors of Co-Steel may by resolution make,
     amend or repeal at any time and from time to time such regulations as it
     may deem necessary or advisable for the proper administration and operation
     of the Plan.

4.4  The Committee and/or the Board of Directors of Co-Steel may delegate to any
     director or directors or any officer or officers of Co-Steel such
     administrative duties and powers as it may see fit with respect to the
     Plan.


5.   ESTABLISHMENT OF TARGET AMOUNTS AND DETERMINATION OF
     TOTAL SHAREHOLDER RETURN

5.1  Prior to the start of each calendar year, the Committee shall determine:

     (a)  the executives of Co-Steel [AND ITS SUBSIDIARIES] designated as
          Eligible Executives; and


     (b)  the proposed Target Award as a percentage of each Eligible Executive's
          base salary.

5.2  Within 30 days of the determination of the proposed Eligible Executives and
     their respective Target Awards by the Committee, Co-Steel will prepare a
     written notice to such Eligible Executives specifying their respective
     Target Award and the Target Amount.

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5.3  Management of Co-Steel shall provide a report to the Committee within 30
     days of the end of each calendar year which shows the calculations for
     obtaining the Total Shareholder Return for Co-Steel and each of the
     corporations in the Peer Group of Corporations, which report has been
     reviewed by an independent expert. Final determination of the Total
     Shareholder Return for Co-Steel and any member of the Peer Group of
     Corporations shall be made by the Committee.

5.4  The percentage of the Target Amount allocated to each Eligible Executive
     and contributed to the Trust will be based on Co-Steel's Total Shareholder
     Return performance compared to the average Total Shareholder Return of the
     Peer Group of Corporations (determined by adding all of the Total
     Shareholder Returns of the Peer Group of Corporations and dividing that
     number by the number of Peer Group of Corporations) (the "Peer Average").
     If in any calendar year Co-Steel's Total Shareholder Return was not equal
     to or higher than 70% of the Peer Average, the Eligible Executives will not
     be entitled to any incentive under the Plan for such year. To the extent
     that Co-Steel's Total Shareholder Return for a calendar year is equal to or
     exceeds 70% of the Peer Average, the Eligible Executives shall each be
     entitled to a matching percentage of their respective Target Amounts. For
     example, if Co-Steel's Total Shareholder Return is 88% of the Peer Average,
     each Eligible Executive would be entitled to 88% of their Target Amount.

5.5  Within 10 days after providing the Committee with the information described
     under Section 5.3, Co-Steel shall pay to the Trustee 50% of the amount of
     the Target Award determined in accordance with Section 5.4 (referred to in
     Canadian dollars as the "Contribution Amount") to be allocated to each
     Eligible Executive and designated in respect of each Eligible Executive.
     For example, if Co-Steel's Total Shareholder Return was equal to 90% of the
     Peer Average, and 90% of an Eligible Executive's Target Amount was equal to
     $100, $50 would be paid to the Trustee on behalf of such Eligible Executive
     under the Plan (as the Eligible Executive's sole benefit under the Plan).

5.6  As soon as practicable after the receipt of the Contribution Amount, the
     Trustee will use the funds to purchase Common Shares on The Toronto Stock
     Exchange at the prevailing market price of the Common Shares at the time.

6.   VESTING AND PAYMENT

6.1  The Trustee shall allocate the Common Shares purchased with the
     Contribution Amount to a separate notional account for each Eligible
     Executive.

6.2  As soon as practicable after each acquisition of Common Shares but prior to
     the end of the calendar year in which such Common Shares are acquired, the
     Trustee shall determine in respect of each Eligible Executive:

     (a)  all Contribution Amounts received in the year by the Trustee from
          Co-Steel which were contributed on behalf of such Eligible Executive
          pursuant to the Plan;

     (b)  the number of Common Shares acquired on behalf of such Eligible
          Executive; and


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     (c)  the number of Common Shares which have vested or been received in the
          year by the Eligible Executive.

6.3  Prior to the end of each calendar year, the Trustee shall allocate (for the
     purposes of section 32.1 of the Act) to Co-Steel the amount by which (i)
     all payments made in the year from the Plan to or for the benefit of each
     Eligible Executive employed (or formerly employed) by Co-Steel exceeds (ii)
     the income of the Plan for the year.

6.4  Subject to the provisions of the Plan, the Common Shares purchased on
     behalf of each Eligible Executive shall vest on the fifth anniversary of
     the date the Contribution Amount was paid to the Trust on behalf of the
     Eligible Executive (the "Vesting Date").

6.5  On the Vesting Date, the Trustee will sell all of the Common Shares held in
     the Trust on behalf of the Eligible Executive and distribute the proceeds
     of such sale to the Eligible Executive.

6.6  The Eligible Executive shall have no rights to the Common Shares held by
     the Trustee other than as provided in Section 7 herein.

6.7  No Eligible Executive shall be entitled to any fractional Common Shares
     or payment in respect of fractional Common Shares held under the Plan.

7.   DIVIDENDS AND OTHER RIGHTS

7.1  The Trustee shall distribute all cash dividends and stock dividends
     received by it in a year in respect of all vested and Unvested Common
     Shares held by it on behalf of any Eligible Executive to that Eligible
     Executive in the same year as such dividends are received by the Trust.

7.2  If the Trustee becomes entitled to subscribe for additional shares or other
     securities of Co-Steel by virtue of the Trustee being the registered holder
     of Common Shares, the Trustee shall forthwith irrevocably transfer such
     subscription rights with respect to the Common Shares then held by the
     Trustee on behalf of all Eligible Executives to such Eligible Executives.

7.3  Neither the Eligible Executive nor the Trustee shall be entitled to vote
     the Common Shares held by the Trustee.

8.   TERMINATION

8.1  If the employment of an Eligible Executive is terminated by reason of
     death, retirement at age 65 or older or Permanent Disability, the Eligible
     Executive shall cease to be an Eligible Executive and all Common Shares
     purchased by the Trust on behalf of such person shall vest immediately. The
     Trustee shall sell all of the Common Shares held by the Trust on behalf of
     such Eligible Executive (or his estate) as soon as practical and distribute
     the proceeds of such sale to the Eligible Executive (or his estate) within
     30 days of such sale.



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                                      -6-

8.2  If an Eligible Executive ceases to be employed by Co-Steel for any reason
     other than death, retirement at age 65 or older or Permanent Disability
     (including termination without cause), the Trustee shall sell all Common
     Shares held on behalf of such Eligible Executive as soon as practical after
     such Eligible Executive's last day of active employment (without regard to
     notice of termination owing pursuant to statute, agreement or common law).
     The proceeds of such sale shall be held in the Trust (with any income
     accruing to the benefit of Co-Steel) and will be paid to the Eligible
     Executive on the Vesting Date less all applicable withholding tax and
     brokerage commissions.


9.   CHANGE IN CONTROL

9.1  Upon a Change-in-Control, all of the Common Shares held on behalf of all
     Eligible Executives shall vest and the Trust will distribute such Common
     Shares to such Eligible Executives less that number of Common Shares which
     must be sold to pay all applicable withholding tax and brokerage
     commissions (the "Net Shares"). In addition, the Trustee may in its
     discretion release the Net Shares to the Eligible Executives for the
     purposes of tendering to an offer which would result in a Change-in-Control
     on the condition that such Net Shares be returned to the Trust in the event
     such offer does not proceed.


10.  AMENDMENT OF PLAN AND TRUST

10.1 From time to time the Committee or the Board of Directors of Co-Steel may
     amend any provisions of the Plan and any provisions of the Trust, but no
     amendment of the Plan or the Trust, or any termination of the Plan, shall
     divest any Eligible Executive of his or her entitlements as provided herein
     or the vesting of any Common Shares, without the prior written consent of
     the Eligible Executive. No amendment of the Plan shall affect the rights
     and duties of the Trustee without its prior written consent.

10.2 The Board of Directors of Co-Steel may terminate the Plan at any time.


11.  GENERAL

11.1 All distributions of cash or Common Shares to an Eligible Executive under
     the Plan shall be made net of all applicable withholding tax and brokerage
     commissions. Any purchase or sale of Common Shares which is to take place
     during a "blackout" period under Co-Steel's insider trading policy shall be
     deferred until after the expiry of such period.

11.2 The Trustee shall be entitled to rely on a certificate of a senior officer
     of Co-Steel as to any of the following matters:

     (a)  when the employment of an Eligible Executive with Co-Steel has
          terminated; and

     (b)  the date of death, retirement or Permanent Disability of any Eligible
          Executive.

11.3 The directors and officers of Co-Steel are hereby authorized to sign and
     execute all instruments and documents and do all things necessary or
     desirable for carrying out the provisions of the Plan.


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11.4 The Plan and the Trust are established under the laws of the Province of
     Ontario and the rights of all parties and the construction and effect of
     each and every provision of the Plan and the Trust shall be according to
     the laws of the Province of Ontario and the laws of Canada applicable
     therein.

11.5 The Plan and the Trust shall enure to the benefit of and be binding upon
     Co-Steel, its successors and assigns. The interest hereunder of any
     Eligible Executive shall not be transferable or alienable by such
     individual either by assignment or in any other manner whatsoever and,
     during his or her lifetime, shall be vested only in him or her, but, upon
     such Eligible Executive's death, shall enure to the benefit of and be
     binding upon the personal representatives of the Eligible Executive.


DATED as of April 20, 2000.



                                       CO-STEEL INC.

                                       Per: [SIGNATURE ILLEGIBLE]
                                            -------------------------------

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                                  APPENDIX "A"


The Peer Group of Corporations shall initially consist of


<Table>
<Caption>

            CANADIAN STEEL COMPANIES:      U.S. STEEL COMPANIES:
            ------------------------------------------------------
            <S>                            <C>
            Algoma Steel                   Birmingham Steel
            ------------------------------------------------------
            Dofasco                        Nucor
            ------------------------------------------------------
            IPSCO                          Bayou Steel
            ------------------------------------------------------
            Ivaco                          Kentucky Electric Steel
            ------------------------------------------------------
            Slater Steel                   Bethlehem Steel
            ------------------------------------------------------
            Stelco                         Commercial Metals
            ------------------------------------------------------
                                           Roanoke Electric Steel
            ------------------------------------------------------
                                           N.S. Group Inc.
            ------------------------------------------------------
                                           U.S.X. US Steel Group

</Table>



This group may be modified (prospectively) as deemed appropriate by the
Committee. Where a modification is made as a result of a merger or acquisition,
the modification will be made effective at the time of the merger or
acquisition. All other modifications will be effective according to the
decision of the Committee.

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                                  AMENDMENT TO
                CO-STEEL INC. EXECUTIVE LONG-TERM INCENTIVE PLAN

     WHEREAS Co-Steel Inc. ("CO-STEEL") adopted an executive long-term incentive
plan effective December 8, 1999, as amended and restated April 20, 2000 (the
"Plan");

     AND WHEREAS the board of directors of Co-Steel authorized an amendment to
the Plan as hereinafter described;

     NOW THEREFORE the Plan is hereby amended as follows:

1.   (a)  Capitalized terms used in this amendment and not defined herein shall
          have the meanings set forth in the Plan.

     (b)  The following defined term shall be added to the Plan:

          "TRANSACTION" means the acquisition by Co-Steel of the North American
          operations of Gerdau S.A. in exchange for Co-Steel common shares
          representing approximately 74% of the outstanding Co-Steel common
          shares after giving effect thereto, all as more particularly described
          in the Co-Steel Management Information Circular dated August 26, 2002.

2.   Provided that the Transaction is completed, Section 8.2 of the Plan shall
     be deleted in its entirety and replaced with the following:

          If an Eligible Executive ceases to be employed by Co-Steel for any
          reason other than death, retirement at age 65 or older or Permanent
          Disability, all of the Common Shares held by the Trust on behalf of
          such Eligible Executive shall be transferred to such Eligible
          Executive (less that number of Common Shares which must be sold to pay
          all applicable withholding tax and brokerage commissions) as soon as
          practical after such Eligible Executive's last day of active
          employment (without regard to notice of termination owing pursuant to
          statute, agreement or common law).

          In addition, if an Eligible Executive was employed by Co-Steel on the
          date of completion of the Transaction but ceases to be employed by
          Co-Steel by December 31, 2002 for any reason other than death,
          retirement at age 65 or older or Permanent Disability, such Eligible
          Executive shall be entitled to a cash lump sum payment equal to the
          pro-rated portion (based on the number of days in active service
          during the year divided by 365) of the amount that would have been
          applied to purchase Common Shares for the Eligible Executive in
          accordance with the Plan for the 2002 year (if any), less applicable
          withholding tax. Co-Steel Shall distribute such payment to such
          Eligible Executive at the same time the Trustee purchases Common
          Shares (pursuant to Section 5.6) for other Eligible Executives for the
          2002 year, but in no event later than March 31, 2003.


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     DATED the 19th day of September, 2002.

                                           CO-STEEL INC.



                                           Per: /s/ L. H. Schipper
                                                -------------------------------
                                                Lionel Schipper,
                                                Chairman of the Human Resource
                                                Committee