<PAGE>

                                                              Exhibit 10(xviii)




                                 CO-STEEL GROUP

                         SUPPLEMENTARY RETIREMENT PLAN

                                      FOR

                          SENIOR MANAGEMENT EMPLOYEES



                             Effective July 1, 1997





                                  January 1998


<PAGE>



                               TABLE OF CONTENTS

<Table>
<S>               <C>                                                        <C>
SECTION 1  -      Establishment of the Plan .................................  1

SECTION 2  -      Definitions ...............................................  2

SECTION 3  -      Retirement Fund ...........................................  6

SECTION 4  -      Administration of the Plan ................................ 10

SECTION 5  -      Eligibility ............................................... 11

SECTION 6  -      Contributions ............................................. 12

SECTION 7  -      Retirement Dates .......................................... 13

SECTION 8  -      Retirement Benefits ....................................... 14

SECTION 9  -      Disability Retirement Benefits ............................ 17

SECTION 10 -      Terms of Payment .......................................... 18

SECTION 11 -      Death Benefits ............................................ 19

SECTION 12 -      Ceasing to Hold a Designated Position ..................... 20

SECTION 13 -      Designation of Beneficiary ................................ 21

SECTION 14 -      Transfers ................................................. 22

SECTION 15 -      General Provisions .........................................23

SECTION 16 -      Future of the Plan .........................................25
</Table>
<PAGE>

SECTION 1 - ESTABLISHMENT OF THE PLAN

1.01 The Plan is an unregistered plan that is being established effective
     July 1, 1997, for eligible employees of the Company. The purpose of the
     Plan is to ensure that eligible employees receive retirement benefits as
     defined in the Plan, without limitation due to maximums imposed on
     registered pension plans by applicable regulatory authorities.

1.02 The Company has made arrangements for a letter of credit to be issued by a
     bank. The amount of the letter of credit is set annually as the amount of
     the unfunded liability under the Plan; this amount will be paid into the
     Plan if a triggering event occurs.



                                     Page 1

<PAGE>
SECTION 2                         DEFINITIONS


For the purposes of this Plan, including this Section, as the context may
require, the expressions set out below shall have the following meanings
regardless of any definitions at variance therewith in any other document:

2.01 "Account" means an account established under the Fund in accordance with
     the Funding Agreement to hold funds contributed to the Plan by the Company,
     or to hold the Letter of Credit required in accordance with the Funding
     Agreement.

2.02 "Actuarial Equivalent Value" means a value equal to the value of
     retirement benefits, when computed as described below and in the same
     currency in which benefits are payable to the Participant on whose behalf a
     computation is required. The calculation shall be made as of the date at
     which a determination is required, using the actuarial tables and such
     other methods as may be adopted by the Company on the advice of the
     Actuary.

2.03 "ACTUARY" means a person, firm, or corporation designated by the Company to
     be the Actuary of the Plan, who shall be, or, in the case of a firm or
     corporation, a member of the staff of which shall be, duly qualified and
     acceptable to the Company.

2.04 "COMPANY" means Co-Steel and/or, as the case may be, any past, present or
     future associate, subsidiary or affiliate thereof which may with the
     consent of Co-Steel, be included in the Plan.

2.05 "Co-Steel" means Co-Steel Inc. and any successor company.

2.06 "Continuous Service" means the last period of uninterrupted active service,
     including:
     (1) service before the Effective Date;  and
     (2) approved leave of absence, including sick leave;
     rendered on a regular, full-time basis by a Designated Employee to the
     Company, from the date the Designated Employee became a member of the
     Retirement Plan to the date of his termination of service, death, or
     retirement, whichever first occurs.

2.07 "Credited Service" of a Designated Employee means, subject to Section
     12.01, his number of completed years and months of Continuous Service.



                                     Page 2
<PAGE>
2.08 "Designated Employee" means a regular full-time salaried employee of the
     Company who has been designated as eligible to participate in the Plan
     pursuant to Section 5.03.

2.09 "Designated Position" means a position designated from time to time by
     Co-Steel.

2.10 "Earnings" for a given 12-month period means the basic salary paid to a
     Participant during the period as determined by Co-Steel for purposes of the
     Plan, excluding overtime pay, bonuses, profit-sharing or other extra
     compensation. "Average Earnings" means the average annual Earnings of the
     Participant during the 72 consecutive months of Credited Service preceding
     the Participant's retirement, death or termination of employment in which
     the highest average is attained.

     If a Participant has not completed 72 months of Credited Service, his
     Average Earnings shall be based on his average annual Earnings during his
     period of Credited Service.

     Salary earned from any company that is part of the Co-Steel group of
     companies will be taken into account for this purpose, and any salary
     earned in a currency other than Canadian dollars will be converted to
     Canadian dollars at the exchange rate in effect as of the last day of the
     calendar year in which the compensation was earned.

2.11 "Effective Date" means July 1, 1997.

2.12 "Equivalent Arrangement" means, in relation to any existing Accounts, a
     separate Account:

     (1) that holds a Letter of Credit with an issue date that is not later than
         the expiry date of the Letter of Credit held under any of the existing
         Accounts;

     (2) that holds sufficient assets for the Actuary to certify to the Company
         and the Funding Agency that the value of the assets in the Fund
         (excluding assets attributable to contributions made by the Company
         within the 12 months prior to the effective date of any Letter of
         Credit), equals or exceeds the wind-up liabilities of this Plan, both
         projected one year after the expiry of the current Letter of Credit,
         and determined using the assumptions set out in Section 3; or


                                     Page 3
<PAGE>
     (3) that provides, in the opinion of legal counsel in consultation with the
         Actuary, equivalent or superior security for the benefits under the
         Plan.

2.13 "Fund" means the Fund established as of the Effective Date under the
     Funding Agreement and maintained in accordance with Section 3.01.

2.14 "Funding Agency" means the trustee(s) and/or insurance company(ies) named
     in the Funding Agreement(s) and any successor trustee(s) or insurance
     company(ies) designated by Co-Steel.

2.15 "Funding Agreement" means the agreement(s) governing the Fund as may be
     entered into between Co-Steel and the Funding Agency from time to time, a
     copy of which shall be attached hereto as Schedule A.

2.16 "Letter of Credit" means a letter of credit that satisfies the criteria
     identified in Section 3.02(2), or any renewal thereof.

2.17 "Participant" means an individual who is or has been a Designated Employee
     and who is entitled to benefits and rights under the Plan.

2.18 "Personal Retirement Agreement" means the agreement between each
     Participant and Co-Steel which supplements and modifies this Agreement in
     respect of the particular Participant.

2.19 "Plan" means this Co-Steel Group Supplementary Retirement Plan for Senior
     Management Employees, as it is hereby constituted effective July 1, 1997,
     and including any amendments thereto which may from time to time be made by
     Co-Steel.

2.20 "Plan Year" means the period commencing on January 1st of any year and
     ending on the following December 31st.

2.21 "Retirement Plan" means any formal retirement savings arrangement sponsored
     by the Company for its employees and in which Designated Employees of the
     Company participate.

2.22 "Spouse" means the Participant's legally married spouse to whom he has been
     married for at least two consecutive years immediately preceding the date
     that a determination is required provided that if a Retirement Plan of
     which the Participant is a member at the date a determination is required
     contains a different definition of spouse than that specified hereunder,
     such Retirement Plan's definition shall prevail.



                                     Page 4
<PAGE>


2.23     "Tax Act" means the Income Tax Act (Canada) as amended and the
         regulations issued under the Income Tax Act (Canada) from time to time.

2.24     "Total and Permanent Disability"  means any disability due to bodily
         injury or disease which:

         (1)      would prevent a Participant from engaging in the normal duties
                  of the office or employment for which he is qualified; and

         (2)      has continued for a period of not less than six (6)
                  consecutive months since its inception; and

         (3)      has been certified by a physician acceptable to Co-Steel as
                  likely to be permanent and continuous during the remainder of
                  the lifetime of such Participant;

         and provided the disability:

         (4)      was not contracted, suffered or incurred while the Participant
                  was engaged in, or resulted from his having engaged in, a
                  criminal enterprise for which he was convicted; or

         (5)      did not result from injuries wilfully self-inflicted.

2.25     "Unreduced Age" in respect of a Participant, shall refer to the age of
         the Participant at the time that any one of the following three
         conditions has been fulfilled:

         (1)      The Participant has completed at least 30 years of Continuous
                  Service.

         (2)      The Participant's age plus years of Continuous Service equal a
                  total of at least 80.

         (3)      The Participant has attained one of the following combinations
                  of age and years of Continuous Service:

<Table>
<S>                                          <C>
                                                 Years of
                  Participant's Age          Continuous Service
                  -----------------          ------------------
                         62                           2
                         61                          13
                         60                          16
                         59                          19
                         58                          22
                         57                          25
                         56                          28
                         55                          30
</Table>


                                     Page 5
<PAGE>
SECTION 3 - RETIREMENT FUND

3.01 The Company shall maintain a Fund to be held, invested, re-invested and
     administered by the Funding Agency in trust pursuant to the terms of the
     Funding Agreement and this Plan, for the purpose of holding assets to
     secure payment of pension benefits under this Plan as indicated in the
     Funding Agreement. Benefits under the Plan are to be paid first from the
     Fund when required, to the extent that the Fund shall suffice for such
     purpose. Any benefits not paid from the Fund shall be paid by the Company
     as they become due. For greater certainty, the Company shall be responsible
     for payment of all of the commitments made hereunder to Participants under
     the Plan, but shall not be responsible to pre-fund the benefits as they
     accrue.

3.02 (1)  Subject to the exceptions set out in Article 2 of the Funding
          Agreement, the Company shall arrange with a financial institution
          other than the Funding Agency, for the provision of a Letter of Credit
          to be purchased by the monies held in the Fund.

     (2)  For the purposes of Section 3.02(1), a Letter of Credit must be:

          (a)  irrevocable by the issuing financial institution;

          (b)  payable to the Funding Agency as beneficiary, subject to the
               requirement as set out in the Funding Agreement, that the Funding
               Agency shall deposit any money paid under the Letter of Credit
               into the Account upon receipt;

          (c)  incapable of being assigned by the Funding Agency;

          (d)  incapable of being amended prior to its expiry;

          (e)  for a term of at least 364 days, which term shall commence
               immediately upon the expiry of any Letter of Credit already in
               place;

          (f)  provided by the issuing financial institution without a
               requirement that the Company provide collateral, pledged assets
               or similar security;

          (g)  for an amount no less than the amount, as certified by the
               Actuary, by which (i) exceeds (ii), where (i) and (ii) are both
               determined as at the expiry date of the Letter of Credit and are
               defined as follows:

                                     Page 6
<PAGE>
               (i)  The projected wind up liabilities of the Plan determined as
                    of the expiry date of the Letter of Credit, using the
                    assumptions set out in Section 3.06(1).

               (ii) The projected value of the assets of the Fund determined
                    using the assumptions set out in Section 3.06(2);



          (h)  payable on demand by the Funding Agency upon certification to the
               issuer that a condition for exercise of the Letter of Credit set
               out in the Funding Agreement has been met;

          (i)  provided by an issuer whose debt obligations have a rating of A
               (or its equivalent) by any one of Dominion Bond Rating Service
               Limited, Canadian Bond Rating Service Limited, Standard & Poor's
               Corporation or Moody's Investors Service;

          (j)  payable on the fifth business day preceding its expiry date,
               unless prior written notice is provided to the issuer by the
               Funding Agency that the issuer shall not pay on that day because
               the Letter of Credit has been renewed or an Equivalent
               Arrangement has been established, such notice to be no earlier
               than one month preceding the expiry date of the Letter of Credit.

3.03 The Company shall provide to the Funding Agency, on a timely basis, all
     information that is necessary for the Funding Agency to determine whether
     the Letter of Credit required by the Plan satisfies the criteria in Section
     3.02.

3.04 The Funding Agency will present the Letter of Credit for payment of the
     full amount in accordance with the provisions of the Funding Agreement.

3.05 The Company and the Funding Agency are not required to cause a Letter of
     Credit to be issued in favour of the Funding Agency in accordance with
     Section 3.02(1) if the Actuary has certified to the Company and the Funding
     Agency that the value of the assets in the Fund, equals or exceeds the
     wind-up liabilities of this Plan, both projected one year after the expiry
     of the current Letter of Credit, and determined using the assumptions set
     out in Section 3.06.


                                     Page 7
<PAGE>
     The application of this Section 3.05 shall be reviewed annually after any
     time that it becomes operative, so that if the criteria required by this
     Section 3.06 cease to be met, then Section 3.02 again becomes operative. If
     Section 3.02 again becomes operative and the Company fails to comply with
     that Section within 60 days thereafter, then the Plan shall be
     discontinued.

3.06     (1)   The assumptions to be used in determining the projected
               liabilities of the Plan pursuant to Sections 3.02(2)(g)(i) and
               3.05 are:

               (a)  that the Company will pay all benefits as they fall due
                    prior to the expiry date of the Letter of Credit, and will
                    not pay those amounts on or after that date;

               (b)  that the Retirement Plan and the Plan are terminated as at
                    the expiry date of the Letter of Credit;

               (c)  that liabilities will be determined using actuarial
                    assumptions that are generally acceptable for the valuation
                    of benefits under a registered pension plan on wind-up,
                    without regard to tax considerations, and

               (d)  any benefit in respect of which an Equivalent Arrangement is
                    in place will be paid by that Equivalent Arrangement.

          (2)  The assumptions to be used in determining the projected assets of
               the Plan pursuant to Sections 3.02(2)(g)(ii) and 3.05 are:

               (a)  that the value of the assets of the Fund includes the amount
                    of refundable tax held, or projected to be held, by Revenue
                    Canada on account of the Plan (excluding refundable tax
                    related to amounts excluded in (d) below) at the expiry date
                    of the Letter of Credit;

               (b)  that any assets held by the Fund after the application of
                    (d) below are used to provide benefit payments as they fall
                    due;

               (c)  that if the Retirement Plan were wound up on the expiry
                    date, of the Letter of Credit, any surplus assets
                    attributable to Participants would be recognised as an asset
                    for the purposes of this Section 3.06(2); and

               (d)  that assets attributable to contributions made by the
                    Company within the 12 months prior to the effective date of
                    the Letter of Credit are excluded.


                                     Page 8
<PAGE>

3.07 Subject to the provisions of the Funding Agreement, Co-Steel may remove
     the Funding Agency at any time and, upon such removal, or upon resignation
     of the Funding Agency, Co-Steel may appoint a successor Funding Agency.

3.08 No Participant, annuitant, joint annuitant, beneficiary or estate, nor any
     other person shall have any interest in or right to any part of the
     earnings of the Fund, or any rights in or to or under such Fund or any
     part of the assets thereof, except as expressly provided for in the Plan,
     and then such interest or rights shall be only to the extent of such
     provision.


                                     Page 9


<PAGE>

SECTION 4 - ADMINISTRATION OF THE PLAN

4.01 The administration of the Plan shall be the responsibility of Co-Steel,
     and whenever a question which cannot be settled by reference to the Plan
     arises in the course of such administration, Co-Steel may settle such
     question at its discretion in a manner not inconsistent with the
     provisions of the Plan.

4.02 Co-Steel may appoint any person or corporation to administer the Plan and
     may delegate for such purpose from time to time such authority as it may
     deem necessary and advisable.



                                    Page 10


<PAGE>

SECTION 5 - ELIGIBILITY

5.01 Each Designated Employee in the employ of the Company on the Effective
     Date, subject to Section 5.03, became a Participant as of that date. Such
     Designated Employees are set out in Schedule B to this Plan.

5.02 Each Designated Employee other than a Designated Employee referred to in
     Section 5.01 shall, subject to Section 5.03, become a Participant as of
     the date he becomes a Designated Employee.

5.03 Notwithstanding the provisions of Section 5.01 and 5.02, no person shall
     become a Participant unless and until such status is evidenced and
     confirmed by appropriate documentation of the retirement committee of
     Co-Steel or the equivalent body of any associated, subsidiary or
     affiliated company employing such person, a certified copy of which shall
     be delivered to such person.



                                    Page 11


<PAGE>

SECTION 6 - CONTRIBUTIONS

6.01 Participants are neither required nor permitted to contribute to the Plan.

6.02 The Company shall contribute from time to time to the Fund the amounts
     required to ensure that the Funding Agency has available to it the
     resources that are necessary to pay the amount of any fees, commissions or
     premiums and any deposits against fees, commissions or premiums charged by
     a financial institution for issuing any Letter of Credit and to pay any
     other charges that the Funding Agency is required to pay out of the Fund.
     The Company shall not be required to contribute to the Fund amounts in
     respect of benefits due under the Plan to its Designated Employees.

6.03 In addition to the contributions required under Section 6.02, but subject
     to Section 3.01, the Company may contribute to the Fund amounts not in
     excess of the amount, determined by the Actuary, that is required to fully
     fund future pension benefits.

6.04 The Company shall remit annually to the Receiver General under the Tax Act
     the amount of tax required to be withheld on the purchase of the Letter of
     Credit, within the period of time permitted by the Tax Act, and shall
     inform the Funding Agency in writing that the tax has been withheld from
     the contributions and remitted to the Receiver General within the
     prescribed time.


                                    Page 12


<PAGE>

SECTION 7 - RETIREMENT DATES

7.01 Subject to Section 7.03, the normal retirement date for a Participant will
     be the first day of the month coincident with or next following the
     attainment of age 65 (the "normal retirement date").

7.02 Subject to Section 8.03, a Participant may retire and commence to receive
     a pension benefit under this Plan on the first day of any month prior to
     his attainment of his normal retirement date, provided he has attained the
     earlier of his Unreduced Age and age 55 (his "early retirement date").

7.03 A Participant who has been permitted by Co-Steel or another employer
     participating under the Plan to remain in its service beyond his
     attainment of age 65, will have his retirement benefits determined based
     on his Credited Service to his normal retirement date and on Earnings to
     his postponed retirement date.


                                    Page 13


<PAGE>
SECTION 8 -- RETIREMENT BENEFITS

8.01 (1)  The benefits described in this Section 8 are not subject to
          limitations due to the maximum pension rules established by applicable
          regulatory authorities. The benefits payable from the Plan are the
          benefits calculated in accordance with the applicable provisions of
          this Section 8, reduced by:

          (a)  the amount of any benefits payable in accordance with a
               Retirement Plan of the Company, including bridging supplements
               and any lump sum payable from a defined benefit or defined
               contribution plan, in respect of any part of the same period of
               Credited Service; the adjustment shall be determined as if the
               Participant elected to receive an Actuarial Equivalent pension
               payable in the same form as is payable under the Plan;

          (b)  the proportionate amount of any government sponsored retirement
               benefits to which the Company has contributed, attributable to
               the same period of Credited Service. For the purpose of this
               provision, the applicable amount of any government benefit shall
               be based on the benefit rate in effect as of the date at which a
               calculation is required hereunder; and

          (c)  the amount of any indebtedness of the Participant to the Company.

     (2)  A pension being paid to an individual under this Plan shall further be
          reduced if any amount of surplus is distributed from the Retirement
          Plan to the individual. The reduction shall be equal to the pension
          that has the Actuarial Equivalent Value of the amount of surplus
          distributed.

8.02 Subject to Section 8.01, each Participant who retires on his normal or
     postponed retirement date will be entitled to receive an annual pension
     benefit, payable monthly, equal to 1.5% of his Average Earnings multiplied
     by his years of Credited Service, not to exceed a total of 60% of his
     Average Earnings.

8.3  Each Participant who retires on his early retirement date in accordance
     with Section 7.02 will be entitled to receive an annual pension benefit in
     an amount determined as follows:




                                    Page 14

<PAGE>
     (a) for Participants who retire on or after their Unreduced Age, a benefit
         in accordance with Section 8.02.

     (b) for Participants who retire on or after age 55, but prior to their
         Unreduced Age, a benefit calculated in accordance with Section 8.02,
         but reduced by 0.5% for each complete month that the pension
         commencement date precedes the Unreduced Age.

8.04 The first payment of the retirement benefit payable to a Participant under
     this Section shall be due and payable on the first day of the month
     coincident with or next following his actual retirement date, with
     subsequent amounts being due on the first day of each succeeding month for
     the balance of the applicable payment period.

8.05 Co-Steel reserves the right, in circumstances where retirement is by mutual
     agreement between the Participant and the Company, to provide one or more
     of the following benefit improvements:

     (1) waive the reduction applicable under Section 8.03, when the Participant
         retires subsequent to age 55 but prior to his Unreduced Age;

     (2) increase the Participant's pension benefit to reflect all or part of
         the additional Credited Service the Participant would have completed
         if his Continuous Service had continued uninterrupted until his normal
         retirement date; and

     (3) increase the Participant's pension benefit to reflect all or part of
         the salary increases that would be expected for the Participant over
         the period to his normal retirement date if the Participant was not
         retiring.

8.06 (1) Subject to the reductions specified in Section 8.01(1) for the amount
         of any benefits payable in accordance with a Retirement Plan of the
         Company or any government sponsored retirement benefits, in respect of
         any part of the same period of Credited Service, annual cost of living
         increase payments pursuant to this Section 8.06 are provided to:

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

         (b) the surviving Spouse or surviving joint annuitant of the
             Participant who dies in service or was receiving monthly



                                    Page 15
<PAGE>
               pension payments from the Plan (either due to retirement or
               disability),

          provided that the Participant or the surviving Spouse or surviving
          joint annuitant was receiving his or her pension on November 1 of the
          year preceding the year during which the increase is paid.

     (2)  The increase for the cost of living adjustment pursuant to this
          Section 8.06 is determined as at January 1 each year. The pension
          payment will be increased to reflect 80% of the percentage change in
          the Consumer Price Index for the 12 months ending October in the prior
          calendar year, up to a maximum increase in pension of 4% per annum.

          For the purposes of this Section 8.06, "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.

     (3)  The percentage increase described in Section 8.06(2):

          (a)  applies to the amount of the pension (calculated pursuant to the
               other provisions of this Section 8, or Section 9 prior to the
               application of any offset under Section 8.01(1)) being paid to
               the Participant or the surviving Spouse or the surviving joint
               annuitant at the date the cost of living adjustment is granted,
               being January 1; and

          (b)  is payable in the same form and with the same guarantees as the
               pension to which the increase is applied;

          and such additional pension payments shall be cumulative.

8.07 Notwithstanding any of the provisions of this Plan, if the Plan is
     terminated the Company may, at its discretion, calculate the Actuarial
     Equivalent Value of any Participant's or other person's entitlement under
     this Plan, and pay to the person such lump sum in full satisfaction of the
     benefits accrued and remaining unpaid to such person under the Plan.

                                    Page 16
<PAGE>

SECTION 9 - DISABILITY RETIREMENT BENEFITS

9.01  A Participant who suffers a Total and Permanent Disability prior to his
      normal retirement date will continue to accrue benefits under this Plan
      until he or she retires, reaches normal retirement age or ceases to be
      disabled, whichever first occurs. Such Participant's Earnings for the
      purposes of this Plan, during the period that he or she remains disabled,
      shall be deemed to be their Earnings in effect at the date of the
      commencement of their disability. The Participant's Continuous Service
      will be deemed to have continued uninterrupted during their period of
      disability.

      If a Participant retires and commences to receive a benefit under this
      Plan while still suffering from a Total and Permanent Disability, the
      Participant shall be entitled to receive an annual pension benefit
      calculated in accordance with the appropriate provisions of Section 8,
      but further reduced by

      (1)  the amount of any government-sponsored disability benefits to which
           the Company has contributed; and

      (2)  the amount of any benefits payable under a disability plan sponsored
           by the Company.


                                    Page 17


<PAGE>

SECTION 10 - TERMS OF PAYMENT

10.01 Terms of Payment of Benefit

      Subject to subsection 8.07, the retirement benefit provided under this
      Plan shall be payable:

      (1)  if the Participant has no Spouse, for the life of the Participant,
           with a minimum payment period of 60 months; and

      (2)  If the Participant has a Spouse, as a joint and survivor pension
           payable in equal monthly installments for the life of the
           Participant, and after his death to the Participant's Spouse for her
           lifetime. The monthly pension payable to the Spouse shall be 60% of
           the amount of each monthly installment paid to the Participant
           during his lifetime. The joint and survivor pension shall have
           Actuarial Equivalent Value to the pension payable in the form
           described in subsection (1) above.



                                    Page 18


<PAGE>

SECTION 11 - DEATH BENEFITS

11.01 Death Prior to Retirement

      Subject to subsection 8.07, if a Participant dies while in the service of
      the Company prior to his retirement date and is survived by a Spouse, his
      Spouse will receive an annual pension benefit payable for the remainder
      of her lifetime, in an amount equal to 60% of the pension the Participant
      had earned up to his date of his death, pursuant to Section 8.02. No
      survivor benefits will be payable upon the death of an active Participant
      who does not have a Spouse at the date of his death.

11.02 Death After Retirement

      In the event of death of a Participant after the commencement of his
      monthly pension payments, the provisions of Section 10.01 will apply.


                                    Page 19


<PAGE>
SECTION 12 - CEASING TO HOLD A DESIGNATED POSITION

12.01  If  Participant ceases to occupy a Designated Position, but remains in
       the employ of the Company, he shall be entitled to a benefit commencing
       at his retirement date in accordance with Section 8. However, unless
       otherwise determined by Co-Steel, for purposes of calculating the
       entitlement of such a Participant under that Section,

       (1)  his period of Credited Service shall exclude completed months
            following the date on which he ceased to occupy a Designated
            Position; and

       (2)  his Earnings shall be based on the completed months during which he
            occupied a Designated Position.

12.02  If the service of a Participant is terminated either,

       (1)  by voluntary action of the Participant; or

       (2) for just cause,

       prior to his becoming eligible to receive retirement benefits under any
       Retirement Plan or government-sponsored arrangement, there shall be no
       benefit payable from this Plan.

12.03  If the service of a Participant is terminated prior to his normal
       retirement date, otherwise than as provided in 12.02, such Participant
       shall be entitled to a benefit determined as follows:

       (1)  if, at his termination date, the Participant would be eligible for
            early retirement pursuant to Section 7.02, he will be deemed to have
            retired early on his termination date and will be entitled to an
            annual pension benefit determined in accordance with Section 8.03.
            Such benefit shall be payable on the first day of the month
            coincident with or next following his deemed retirement date, and
            monthly thereafter for the balance of the applicable payment period.

       (2)  if, at his termination date, the Participant would not be eligible
            for early retirement pursuant to Section 7.02, he will be entitled
            to a deferred pension benefit commencing at normal retirement date
            determined in the same manner as provided in Section 8.02.


                                    Page 20
<PAGE>

SECTION 13 - DESIGNATION OF BENEFICIARY

13.01 The designation, or alteration of a previous designation, of a beneficiary
      to receive any benefits payable under the Plan in the event of the
      Participant's death, will be made in accordance with the terms of the
      Retirement Plan.

13.02 If, for any reason, the Participant dies with no designated beneficiary
      or the beneficiary designated to receive benefits dies before all
      guaranteed payments, if any, have been made, any remaining benefits
      payable under the Plan shall be paid in accordance with the terms of the
      Retirement Plan.

13.03 The Company may require the execution and delivery of such documents and
      receipts as it may deem necessary or desirable in order to be assured
      that the payment of death benefits is properly made to the party entitled
      thereto.


                                    Page 21


<PAGE>

SECTION 14 - TRANSFERS

14.01 In the event a Participant is transferred and becomes an employee of a
      subsidiary, affiliated or associated company to which the provisions of
      this Plan do not apply, his normal pension benefit will be based on his
      Earnings and his Credited Service up to the date of his transfer, and
      will be held to his credit until his retirement from or termination of
      employment with the subsidiary, affiliated or associated company.

14.02 In the event a Participant is employed by more than one company
      participating under this Plan, each such company shall share in the cost
      of any benefit to which the Participant is entitled under the Plan. The
      amount payable by each participating company shall be related to the
      Participant's service and earnings with such company, as determined in
      consultation with the Actuary and in accordance with any applicable
      agreement among the participating companies as may be in effect from time
      to time.


                                    Page 22


<PAGE>
SECTION 15 - GENERAL PROVISIONS

15.01  (1)  The adoption and maintenance of the Plan shall not be deemed to
            constitute a contract of employment between the Company and any
            Designated Employee or to be a consideration for the employment of
            any person.

       (2)  Nothing contained herein shall be deemed to give to any Designated
            Employee the right to be retained in the service of the Company or
            to interfere with the right of the Company to terminate the
            employment of any Designated Employee at any time without regard to
            the effect of such discharge upon the rights of such employee as a
            Participant of the Plan.

15.02  In the event that, on termination of the Plan, there should be a surplus
       in any of the Accounts set up under the Fund after making full provision
       for the accrued benefits payable from such Accounts to the Participants,
       such surplus shall revert to the Company or be applied as the Company
       may direct.

15.03  All payments made to a person entitled to benefits pursuant to the
       Plan's provisions are for the support and maintenance of such person and
       may not in any manner, in whole or in part, be assigned, alienated,
       sold, transferred, pledged, encumbered or charged and, except to the
       extent permitted by law, shall not be subject to attachment or subject
       to the claims of creditors of such person.

15.04  If the employment of a Participant is terminated and that person is
       thereafter re-employed, he will for all purposes of the Plan be
       considered to have first commenced employment with the Company on the
       date of his re-employment unless otherwise determined by Co-Steel.

15.05  Co-Steel shall have the sole authority to administer and interpret the
       Plan. Wherever the records of the Company are used for the purpose of
       this Plan, such records shall be considered conclusive of the facts with
       which they are concerned unless and until they are proven to be in error.

15.06  If, in the opinion of Co-Steel, 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, Co-Steel may authorize any payment to which such person is
       entitled to be made to his


                                    Page 23
<PAGE>

       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.

15.07  All expenses incurred in administering the Plan will be paid by Co-Steel.

15.08  Subject to the provisions of the Funding Agreement, any notice or
       election to be given, made or communicated pursuant to or for any
       purpose of the Plan shall be given, made or communicated in writing.

15.09  Section headings are for convenient reference only and shall not be
       deemed to be a part of the substance of this instrument or in any way to
       enlarge or limit the contents of any Section.

15.10  The masculine gender shall include the feminine and the singular shall
       include the plural unless the context clearly indicates otherwise.

15.11  The Plan is to be construed according to the laws of the Province of
       Ontario.

15.12  If any provision of the Plan shall be held illegal or invalid for any
       reason, such illegality or invalidity shall not affect the remaining
       parts of the Plan, but the Plan shall be construed and enforced as if
       such illegal or invalid provision had never been inserted therein.


                                    Page 24


<PAGE>
SECTION 16 -- FUTURE OF THE PLAN

16.01    Co-Steel retains the right to amend, modify or terminate the Plan in
         whole or in part, at any time and from time to time, and in such manner
         and to such extent as it may deem advisable, subject to the following
         provisos:

         (1)   no amendment shall have the effect of reducing the then existing
               interest in the Fund of any Participant, joint annuitant,
               beneficiary, or estate unless a benefit of the same Actuarial
               Equivalent Value as the reduction is provided under another
               arrangement and in the opinion of the Funding Agency in
               consultation with the Actuary and legal counsel, this other
               arrangement does not adversely affect the security of benefits;

         (2)   no amendment to;

               (a)  change any attributes of the Letter of Credit as set out in
                    Section 3, unless in the opinion of the Funding Agency in
                    consultation with the Actuary and legal counsel the change
                    does not adversely affect the security of benefits provided
                    under the Plan, or

               (b)  remove the requirement to maintain the Fund except where the
                    Plan is discontinued,

               shall be made without the unanimous written consent of the
               Participants and, with respect to deceased Participants, their
               Spouses or beneficiaries who at the effective date of the
               amendment are entitled to current payments under the Plan;

         (3)   any amendment that removes any right of the Funding Agency or
               imposes additional duties or responsibilities on the Funding
               Agency is effective only if it is signed by both the Company and
               the Funding Agency;

         (4)   any amendment that alters the terms of an existing Personal
               Retirement Agreement is effective only if it is signed by both
               the Company and the relevant Participant.

16.02    If it should become necessary to discontinue the Plan, the assets of
         the Fund may be applied to provide for the payment of retirement and
         other benefits in an equitable and non-discriminatory manner to
         Participants, joint annuitants, beneficiaries, and estates provided
         that the amounts of and methods of payment of the benefits arising from
         the asset allocations



                                    Page 26
<PAGE>

      shall be as determined by Co-Steel on the advice of the Actuary in
      accordance with the method of asset allocation chosen.


                                    Page 26


<PAGE>

                                   SCHEDULE B

                     Designated Employees on the Effective
                         Date Pursuant to Section 5.01


The following Employees became Participants of the Plan as at the Effective
Date in accordance with Section 5.01 of the Plan:

                              Edward Reilly
                              Terry Newman
                              Dale Schmeizle
                              David Camozzi
                              John MacLean
                              Beth Kidney


<PAGE>


                                 CO-STEEL GROUP


                SUPPLEMENTARY EXECUTIVE RETIREMENT PLAN "B" FOR

                          SENIOR MANAGEMENT EMPLOYEES



                             Effective May 25, 2000



<PAGE>



                               TABLE OF CONTENTS

ARTICLE 1   DEFINITIONS .....................................................  2

ARTICLE 2   ESTABLISHMENT OF THE PLAN .......................................  6

ARTICLE 3   BENEFITS UNFUNDED ...............................................  7

ARTICLE 4   ADMINISTRATION OF THE PLAN ......................................  8

ARTICLE 5   ELIGIBILITY .....................................................  9

ARTICLE 6   VESTING ......................................................... 10

ARTICLE 7   RETIREMENT DATES ................................................ 11

ARTICLE 8   RETIREMENT BENEFITS ............................................. 12

ARTICLE 9   DISABILITY ACCRUAL .............................................. 15

ARTICLE 10  TERMS OF PAYMENT ................................................ 16

ARTICLE 11  DEATH BENEFITS .................................................. 17

ARTICLE 12  TERMINATION AFTER THE VESTING DATE .............................. 18

ARTICLE 13  DESIGNATION OF BENEFICIARY ...................................... 19

ARTICLE 14  GENERAL PROVISIONS .............................................. 20

ARTICLE 15  FUTURE OF THE PLAN .............................................. 22


<PAGE>


                                     - 2 -



ARTICLE 1                         DEFINITIONS


For purposes of this Plan, including this Section, as the context may require,
the expressions set out below shall have the following meanings regardless of
any definitions at variance therewith in any other document.

1.01     "Actuarial Equivalent Value" means a value equal to the value of
         retirement benefits, when computed as described below and in the same
         currency in which benefits are payable to the Participant on whose
         behalf a computation is required. The calculation shall be made as of
         the date at which a determination is required, using the actuarial
         tables and such other methods as may be adopted by the Company on the
         advice of the Actuary.

1.02     "Actuary" means a person, firm, or corporation designated by the
         Company to be the actuary of the Plan, who shall be, or, in the case of
         a firm or corporation, a member of the staff of which shall be, duly
         qualified and acceptable to the Company.

1.03     "Average Earnings" means the average annual Earnings of the Participant
         during the 36 consecutive months of Credited Service at any time
         preceding the Participant's retirement, death or termination of
         employment in which the highest average is attained. If a Participant
         has not completed 36 months of Credited Service, the Participant's
         Average Earnings shall be based on his average annual Earnings during
         his period of Credited Service.

1.04     "Company" means Co-Steel and/or, as the case may be, any past, present
         or future associate, subsidiary or affiliate thereof which may with the
         consent of Co-Steel, be included in the Plan.

1.05     "Co-Steel" means Co-Steel Inc. and any successor company.

1.06     "Continuous Service" means the last period of uninterrupted active
         employment rendered on a regular, full-time basis by a Designated
         Employee to the Company, from the date the Designated Employee became a
         member of the Retirement Plan to the date such Designated Employee
         ceases employment, (that is, the date of the termination of employment
         of such Designated Employee without regard to notice of termination,
         payment in lieu thereof, severance or other damages unless otherwise
         agreed with the Designated Employee in writing), or such Designated
         Employee's death, or retirement, whichever first occurs and includes
         the following:

         (1)      service of the Designated Employee before the Effective Date;

<PAGE>
                                     - 3 -

     (2)  approved leave of absence of the Designated Employee, including sick
          leave; and

     (3)  Disability of the Designated Employee.

1.07 "Credited Service" of a Designated Employee means the Designated Employee's
     number of completed years and months of Continuous Service.

1.08 "Designated Employee" means a regular full-time salaried employee of the
     Company who has been designated as eligible to participate in the Plan
     pursuant to Article 5.

1.09 "Disability" means

     (1)  any period in which the Participant 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
          Participant is in receipt of Worker's Compensation disability income
          benefits with respect to employment with a Company; and

     (3)  the portion of any period in which the Participant is in receipt of
          Worker's Compensation disability income benefits with respect to
          employment with a Company which exceed one (1) year, provided that the
          Participant wound be eligible (whether the disability is occupational
          or non-occupational in nature) to receive benefits under a Company
          sponsored disability plan if he or she were not in receipt of such
          Worker's Compensation disability income benefits.

1.10 "Earnings" for a given 12-month period means the basic salary paid to a
     Participant during the period as determined by Co-Steel for purposes of the
     Plan, excluding overtime pay, bonuses, profit-sharing or other extra
     compensation. Salary earned from any company that is part of the Co-Steel
     group of companies, but excluding a Non-Participating Affiliate, will be
     taken into account for this purpose, and any salary earned in a currency
     other than Canadian dollars will be converted to Canadian dollars at the
     exchange rate in effect as of the last day of the calendar year in which
     the compensation was earned.

1.11 "Effective Date" means May 25, 2000.
<PAGE>
                                      -4-


1.12  "Non-Participating Affiliate" means an associate, subsidiary or affiliate
      of Co-Steel that does not participate in the Plan.

1.13  "Participant" means an individual who is or has been a Designated Employee
      and who is or will be entitled to benefits and rights under the Plan upon
      reaching the Vesting Date or as otherwise provided hereunder.

1.14  "Personal Retirement Agreement" means the agreement, if any, between each
      Participant and Co-Steel which supplements and modifies this Agreement in
      respect of the particular Participant.

1.15  "Plan" means this Co-Steel Group Supplementary Executive Retirement Plan
      "B" for Senior Management Employees, as it is hereby constituted effective
      May 25, 2000, and including any amendments thereto which may from time to
      time be made by Co-Steel.

1.16  "Plan Year" means the period commencing on January 1st of any year and
      ending on the following December 31st.

1.17  "Retirement Plan" means any formal retirement savings arrangement
      sponsored by the Company for its employees and in which the Designated
      Employee participates, whether registered or unregistered or whether
      funded or unfunded.

1.18  "Same-Sex Partner" means a person of the same sex as the Participant who
      is living with the Participant in a conjugal relationship:

      (1)  continuously for a period of not less than 3 years; or

      (2)  in a relationship of some permanence if the Participant and that
           person are the natural or adoptive parents of a child, both as
           defined in the Family Law Act (Ontario).

1.19  "Spouse" means the Participant's legally married spouse provided that if a
      Retirement Plan of which the Participant is a member at the date a
      determination is required contains a different definition of spouse than
      that specified hereunder, such Retirement Plan's definition shall prevail.

1.20  "Tax Act" means the Income Tax Act (Canada) as amended and the regulations
      issued under the Income Tax Act (Canada) from time to time.

1.21  "Unreduced Age" in respect of a Participant, shall refer to the age of the
      Participant at the time that any one of the following three conditions has
      been fulfilled:

      (1)  The Participant has completed at least 30 years of Continuous
           Service.
<PAGE>
                                     - 5 -


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


          (3)  The Participant has attained one of the following combinations of
               age and years of Continuous Service:


                                                        YEARS OF
                    PARTICIPANT'S AGE             CONTINUOUS SERVICE
                    -----------------             ------------------

                          62                               2

                          61                              13

                          60                              16

                          59                              19

                          58                              22

                          57                              25

                          56                              28

                          55                              30


1.22 "Vesting Date" in respect of a Participant shall mean the date that the
     Participant attains the age of 55.
<PAGE>
                                     - 6 -


ARTICLE 2                  ESTABLISHMENT OF THE PLAN

2.01  The Plan is an unregistered plan that is being established as of the
      Effective Date, for Designated Employees. The purpose of the Plan is to
      ensure that Designated Employees receive enhanced retirement benefits as
      defined in the Plan, without limitation due to maximums imposed on
      registered pension plans by applicable regulatory authorities.

2.02  The Plan is unfunded. At such time in the future when a Designated
      Employee attains the age of 55, the Company will secure the benefits
      promised hereunder by establishing an arrangement for such Designated
      Employee to provide funding in a manner acceptable to both such
      Designated Employee and the Company.


<PAGE>

                                     - 7 -


ARTICLE 3     BENEFITS UNFUNDED

3.01 The benefits under this Plan shall not be funded in respect of a
     Participant until such Participant attains the Vesting Date.

3.02 The Company may maintain reserve accounts and make such investments as it
     deems desirable to meet the potential future obligations hereunder but
     such investments are assets of the Company and subject to the claims of
     its creditors.


<PAGE>

                                     - 8 -


ARTICLE 4     ADMINISTRATION OF THE PLAN

4.01 The administration of the Plan shall be the responsibility of Co-Steel,
     and whenever a question which cannot be settled by reference to the Plan
     arises in the course of such administration, Co-Steel may settle such
     question at its discretion in a manner not inconsistent with the
     provisions of the Plan.

4.02 Co-Steel may appoint any person or corporation to administer the Plan and
     may delegate for such purpose from time to time such authority as it may
     deem necessary and advisable.


<PAGE>

                                     - 9 -



ARTICLE 5                         ELIGIBILITY


5.01   The persons set out in Schedule "B" to this Plan are hereby designated as
       Designated Employees and Participants in the Plan.

5.02   Each regular full-time Salaried Employee of the Company shall, subject to
       Section 5.03 become a Participant as of the date he or she becomes a
       Designated Employee.

5.03   No person shall become a Designated Employee unless such person has been
       so recommended by the Chief Executive Officer and approved by:

       (1)  the Compensation Committee of the Board of Directors of Co-Steel; or

       (2)  the Board of Directors of Co-Steel.

       The status of Designated Employee must be evidenced and confirmed by
       appropriate documentation of the retirement committee of Co-Steel or the
       equivalent body of any associated, subsidiary or affiliated company
       employing such person, a certified copy of which shall be delivered to
       such person.

<PAGE>

                                     - 10 -


ARTICLE 6     VESTING

6.01 A Participant shall become vested with respect to the benefits hereunder
     when he or she attains the Vesting Date while in Continuous Service. If a
     Participant is terminated, resigns or retires prior to attaining the age
     of fifty-five (55) such employee shall not be entitled to any benefits
     hereunder.


<PAGE>

                                     - 11 -


ARTICLE 7     RETIREMENT DATES

7.01 Subject to Section 7.03, the normal retirement date for a Participant will
     be the first day of the month coincident with or next following the
     Participant's attainment of age 65 (the "normal retirement date").

7.02 Subject to Section 8.03, a Participant may retire and commence to receive
     a pension benefit under this Plan on the first day of any month prior to
     attainment of normal retirement date, provided such Participant has
     attained the earlier of the Participant's Unreduced Age and age 55 ("early
     retirement date").

7.03 A Participant who has been permitted by Co-Steel or another employer
     participating under the Plan to remain in its service beyond attainment of
     age 65, will have his or her retirement benefits determined based on his
     or her Credited Service to his or her normal retirement date and on
     Earnings to his or her postponed retirement date.


<PAGE>
                                     - 12 -


ARTICLE 8                      RETIREMENT BENEFITS

8.01 (1)  The benefits described in this Article 8 are not subject to
          limitations due to the maximum pension rules established by
          applicable regulatory authorities. The benefits payable from the Plan
          are the benefits calculated in accordance with the applicable
          provisions of this Article 8, reduced by:

          (a)  the amount of any benefits payable in accordance with a
               Retirement Plan of the Company, including bridging supplements
               and any lump sum payable from a defined benefit or defined
               contribution plan, in respect of any part of the same period of
               Credited Service; the adjustment shall be determined as if the
               Participant elected to receive an Actuarial Equivalent pension
               payable in the same form as is payable under the Plan; and

          (b)  the proportionate amount of any government sponsored retirement
               benefits to which the Company has contributed, attributable to
               the same period of Credited Service. For the purpose of this
               provision, the applicable amount of any government benefit shall
               be based on the benefit rate in effect as of the date at which a
               calculation is required hereunder.

     (2)  A pension being paid to an individual under this Plan shall further
          be reduced if any amount of surplus is distributed from the
          Retirement Plan to the individual. The reduction shall be equal to
          the pension that has the Actual Equivalent Value of the amount of
          surplus distributed and such reduction shall be determined by
          Co-Steel and implemented within six months after such surplus
          distribution.

8.02 Subject to Section 8.01, each Participant who retires on the Participant's
     normal or postponed retirement date will be entitled to receive an annual
     pension benefit, payable monthly, equal to 2% of the Participant's Average
     Earnings multiplied by the Participant's years of Credited Service, not to
     exceed a total of 70% of the Participant's Average Earnings.

8.03 Each Participant who retires on his or her early retirement date in
     accordance with Section 7.02 will be entitled to receive an annual pension
     benefit in an amount determined as follows:

<PAGE>
                                     - 13 -

          (a)  for a Participant who retires on or after the Participant's
               Unreduced Age, a benefit in accordance with Section 8.02.

          (b)  for a Participant who retires on or after age 55, but prior to
               his or her Unreduced Age, a benefit calculated in accordance with
               Section 8.02, but reduced by 0.5% for each complete month that
               the pension commencement date precedes the Unreduced Age.

8.04 The first payment of the retirement benefit payable to a Participant under
     this Section shall be due and payable on the first day of the month
     coincident with or next following the Participant's actual retirement date,
     with subsequent amounts being due on the first day of each succeeding month
     for the balance of the applicable payment period.

8.05 Co-Steel reserves the right, in circumstances where retirement is prior to
     the normal retirement date and by mutual agreement between the Participant
     and the Company, to provide one or more of the following benefit
     improvements:

     (1)  waive the reduction applicable under Section 8.03, when the
          Participant retires subsequent to age 55 but prior to the
          Participant's Unreduced Age; and

     (2)  increase the Participant's pension benefit to reflect all or part of
          the salary increases that would be expected for the Participant over
          the period to the Participant's normal retirement date if the
          Participant was not retiring.

8.06 (1)  Subject to the reductions specified in Section 8.01 for the amount of
          any benefits payable in accordance with a Retirement Plan of the
          Company or any government sponsored retirement benefits, in respect of
          any part of the same period of Credited Service, annual cost of living
          increase payments pursuant to this Section 8.06 are provided to:

          (a)  a Participant who is receiving monthly pension payments from the
               Plan; and

          (b)  the surviving Spouse or Same-Sex Partner or surviving joint
               annuitant of the Participant who dies in service or was receiving
               monthly pension payments from the Plan,

          provided that the Participant or the surviving Spouse or Same-Sex
          Partner or surviving joint annuitant was receiving his or her pension
          on November 1 of the year preceding the year during which the increase
          is paid.
<PAGE>

                                     - 14 -


     (2)  The increase for the cost of living adjustment pursuant to this
          Section 8.06 is determined as at January 1 each year. The pension
          payment will be increased to reflect 80% of the percentage change in
          the Consumer Price Index for the 12 months ending October in the prior
          calendar year, up to a maximum increase in pension of 4% per annum.

          For the purposes of this Section 8.06, "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.

     (3)  The percentage increase described in paragraph 8.06(2):

          (a)  applies to the amount of the pension (calculated pursuant to
               the other provisions of this Article 8 or Article 9 prior to the
               application of any offset under Section 8.01) being paid to the
               Participant or the surviving Spouse or Same-Sex Partner or the
               surviving joint annuitant at the date the cost of living
               adjustment is granted, being January 1; and

          (b)  is payable in the same form and with the same guarantees as the
               pension to which the increase is applied;

          and such additional pension payments shall be cumulative.

8.07 Notwithstanding any of the provisions of this Plan, if the Plan is
     terminated the Company may, at its discretion, calculate the Actuarial
     Equivalent Value of any Participant's or other person's entitlement under
     this Plan, and pay to the person such lump sum in full satisfaction of the
     benefits accrued and remaining unpaid to such person under the Plan.


<PAGE>
                                     - 15 -


ARTICLE 9                       DISABILITY ACCRUAL

9.01  A Participant who experiences a Disability prior to his or her normal
      retirement date will be deemed not to have terminated employment with the
      Company and will continue to accrue benefits under this Plan until he or
      she retires, reaches normal retirement age or ceases to experience such
      Disability, whichever first occurs. Such Participant's Earnings for the
      purposes of this Plan, during the period that he or she experiences such
      Disability, shall be deemed to be his or her Earnings in effect at the
      date of the commencement of such Disability. The Participant's Continuous
      Service will be deemed to have continued uninterrupted during such
      Disability.

      If a Participant retires and commences to receive a benefit under this
      Plan while still experiencing a Disability, the Participant shall be
      entitled to receive an annual pension benefit calculated in accordance
      with the appropriate provisions of Article 8, but further reduced by

      (1)  the amount of any government-sponsored disability benefits to which
           a Company has contributed; and

      (2)  the amount of any benefits payable under a disability plan sponsored
           by a Company

      received by such Participant.



<PAGE>


                                     - 16 -

ARTICLE 10                       TERMS OF PAYMENT

10.01    Subject to Section 8.07, the retirement benefit provided under this
         Plan shall be payable;

         (1)      if the Participant has no Spouse or Same-Sex Partner, at the
                  time of the Participant's retirement, for the life of the
                  Participant, with a minimum payment period of 60 months; and

         (2)      if the Participant has a Spouse or Same-Sex Partner at the
                  time of the Participant's retirement, as a joint and survivor
                  pension payable in equal monthly instalments for the life of
                  the Participant, and after the Participant's death to the
                  Participant's Spouse or Same-Sex Partner for his or her
                  lifetime. The monthly pension payable to the Spouse or
                  Same-Sex Partner shall be 60% of the amount of each monthly
                  instalment paid to the Participant during his or her lifetime.
                  The joint and survivor pension shall have Actuarial Equivalent
                  Value to the pension payable in the form described in
                  subsection (1) above.

10.02    A Participant who has a spouse of Same-Sex Partner may elect the form
         of pension described in paragraph 10.01(1) above, provided that the
         Participant and the Spouse or the Same-Sex Partner, as the case may be,
         jointly waive the joint and survivor pension described in paragraph
         10.01(2) in the same manner and subject to the same provisions provided
         with respect to waiver of a spousal joint and survivor pension as
         provided in the Retirement Plan. If the Retirement Plan does not
         provide for a Same-Sex Partner, such a joint waiver for a Participant
         and a Same-Sex Partner shall be in accordance with the Retirement Plan
         provisions for spousal waiver of a joint and survivor pension.

<PAGE>
                                     - 17 -

ARTICLE 11                        DEATH BENEFITS

11.01     Subject to Section 8.07, if a Participant dies while in the service of
          the Company prior to his or her retirement date the Participant shall
          be deemed to have reached the Vesting Date if he or she has not
          already done so.

          (1)  If such Participant is survived by a Spouse or Same-Sex Partner,
               the Spouse or Same-Sex Partner will receive an annual pension
               benefit payable for the remainder of his or her lifetime, in an
               amount equal to 60% of the pension the Participant had earned up
               to the date of such Participant's death, pursuant to Section
               8.02; provided that the value of such benefit shall not be less
               than the commuted value of such Participant's accrued benefit
               under the Plan at the date of his or her death.

          (2)  If such Participant does not have a Spouse or Same-Sex Partner at
               the date of his or her death, a death benefit of a lump sum equal
               to the commuted value of his or her pension as of the date of
               death, will be paid in accordance with the provisions of Article
               13.

11.02     In the event of death of a Participant after the commencement of his
          or her monthly pension payments, the provisions of Section 10.01 will
          apply.
<PAGE>

                                     - 18 -


ARTICLE 12     TERMINATION AFTER THE VESTING DATE

12.01 If the service of a Participant is terminated on or after the date such
      Participant reaches the Vesting Date but prior to his or her normal
      retirement date, such Participant shall be entitled to a benefit
      determined as follows:

      (1)  at the Participant's termination date, the Participant will be
           deemed to have retired early on the termination date and will be
           entitled to an annual pension benefit determined in accordance with
           Section 8.03. Such benefit shall be payable on the first day of the
           month coincident with or next following the Participant's deemed
           retirement date, and monthly thereafter for the balance of the
           applicable payment period.


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                                     - 19 -


ARTICLE 13     DESIGNATION OF BENEFICIARY

13.01 A Participant may designate a beneficiary to receive any benefits payable
      under the Plan in the event of the Participant's death and such
      designation or alteration of such designation will be made in accordance
      with the terms of the Retirement Plan.

13.02 If, for any reason, the Participant dies with no designated beneficiary
      or the beneficiary designated to receive benefits dies before all
      guaranteed payments, if any, have been made, any remaining benefits
      payable under the Plan shall be paid in accordance with the terms of the
      Retirement Plan.

13.03 The Company may require the execution and delivery of such documents and
      receipts as it may deem necessary or desirable in order to be assured
      that the payment of death benefits is properly made to the party entitled
      thereto.


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                                      -20-


ARTICLE 14                     GENERAL PROVISIONS

14.01     (1)  The adoption and maintenance of the Plan shall not be deemed to
               constitute a contract of employment between the Company and any
               Designated Employee or to be a consideration for the employment
               of any person.

          (2)  Nothing contained herein shall be deemed to give to any
               Designated Employee the right to be retained in the service of
               the Company or to interfere with the right of the Company to
               terminate the employment of any Designated Employee at any time
               without regard to the effect of such discharge upon the rights of
               such employee as a Participant of the Plan.

14.02     In the event that, on termination of the Plan, there should be a
          surplus in any of the funds set aside under any funding arrangement to
          secure any benefits provided under this Plan, after making full
          provision for the accrued benefits payable from such funds to the
          Participants, such surplus shall revert to the Company or be applied
          as the Company may direct.

14.03     All payments made to a person entitled to benefits pursuant to the
          Plan's provisions are for the support and maintenance of such person
          and may not in any manner, in whole or in part, be assigned,
          alienated, sold, transferred, pledged, encumbered or charged and,
          except to the extent permitted by law, shall not be subject to
          attachment or subject to the claims of creditors of such person.

14.04     Except as otherwise provided herein, if the employment of a
          Participant is terminated and that person is thereafter re-employed,
          he will for all purposes of the Plan be considered to have first
          commenced employment with the Company on the date of his re-employment
          unless otherwise determined by Co-Steel.

14.05     Co-Steel shall have the sole authority to administer and interpret the
          Plan. Wherever the records of the Company are used for the purpose of
          this Plan, such records shall be considered conclusive of the facts
          with which they are concerned unless and until they are proven to be
          in error.

14.06     If, in the opinion of Co-Steel, 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 or
          her affairs and no guardian, committee or other representative of the
          estate of such person has been duly appointed by a court of competent
          jurisdiction, Co-Steel may authorize any payment to which such person
          is entitled to be made to his
<PAGE>
                                     - 21 -

      or her Spouse or Same-Sex Partner, child or other person on his or her
      behalf and such payment shall be a complete discharge of the obligation of
      the Plan to make such payment.

14.07 All Expenses incurred in administering the Plan will be paid by
      Co-Steel.

14.08 Any notice or election to be given, made or communicated pursuant to or
      for any purpose of the Plan shall be given, made or communicated in
      writing.

14.09 Section headings are for convenient reference only and shall not be deemed
      to be a part of the substance of this instrument or in any way to enlarge
      or limit the contents of any Section.

14.10 The masculine gender shall include the feminine and the singular shall
      include the plural unless the context clearly indicates otherwise.

14.11 The Plan is to be construed according to the laws of the Province of
      Ontario.

14.12 If any provision of the Plan shall be held illegal or invalid for any
      reason, such illegality or invalidity shall not affect the remaining parts
      of the Plan, but the Plan shall be construed and enforced as if such
      illegal or invalid provision had never been inserted therein.

14.13 This Plan is binding on the Company and its successors and assigns.
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                                     - 22 -


ARTICLE 15     FUTURE OF THE PLAN

15.01 Co-Steel retains the right to amend, modify or terminate the Plan in
      whole or in part, at any time and from time to time, and in such manner
      and to such extent as it may deem advisable, subject to the following
      provisos:

      (1)  any amendment that alters the terms of an existing Personal
           Retirement Agreement is effective only if it is signed by both the
           Company and the relevant Participant; and

      (2)  any amendment or discontinuance may not impair any benefits
           previously granted.


<PAGE>

                                   SCHEDULE B

                     Designated Employees on the Effective
                         Date Pursuant to Section 5.01


The following Employees became Participants of the Plan as at the Effective
Date in accordance with Section 5.01 of the Plan:

                                    Andy Boulanger
                                    Brett Richards