Exhibit 10.21

                              COLLECTIVE AGREEMENT
                                     between
                            PRUDENTIAL STEEL LTD. and

                        or their successors and/or their
                         assigns, hereinafter called the
                          "Company", OF THE FIRST PART

                                       and

                         UNITED STEELWORKERS OF AMERICA
                                   LOCAL 7226
                         hereinafter called the "Union",
                               OF THE SECOND PART


                                   EFFECTIVE:

                              From January 1, 1998

                              To December 31, 2000






                                      T A B L E   O F   C O N T E N T S

Article                                                                    Page
     1              Purpose of Agreement                                      1
     2              Union Recognition                                         1
     2.04           Contracting out                                           1
     3              No Discrimination                                         2
     4              Management                                                2
     5              Union Security                                            3
     6              Grievances                                                3
     7              Arbitration                                               5
     8              Discharge and Disciplinary Procedure                      6
     9              Seniority                                                 7
     9.02           Probationary Period                                       7
     9.03           Seniority Retention and Accumulation                      8
     9.04           Loss of Seniority                                         8
     9.05           Seniority List                                            9
     9.06           Transfer to Jobs Outside of Bargaining Unit               9
     9.07           Job Postings                                             10
     9.09           Recall Procedure                                         12
     9.10           Temporary Transfer                                       12
     9.11           Lines of Progression                                     13
    10              Lay-off                                                  13
    10.01           Lay-off Status Defined                                   13
    10.02           Lay-off Notice                                           14
    11              Leave of Absence                                         15
    11.04           Leave to Attend Union Business                           15
    11.05           Leave for Union Employment                               16
    11.06           Failure to Return from Leave                             16
    12              Safety and Health                                        17
    13              Handicapped Employees                                    18
    14              Union Representatives                                    18
    15              Established Practices                                    18
    16              Bulletin Boards                                          18
    17              Committeemen and Stewards                                18
    18              Hours of Work                                            19
    18.01           Definition of Day and Work Day                           19
    18.02           Purpose of Defining Work Day and Work Week               19
    18.03           Definition of Work Week                                  20
    18.04           Shift and Work Schedules                                 20
    18.05           Definition of Shifts                                     20
    18.06           Shift Premiums                                           20
    18.07           Lunch Periods                                            21
    19              Overtime                                                 21
    19.02           Hours Worked in Excess                                   21
    19.03           Hours Worked on Saturday                                 21
    19.04           Hours Worked on Sunday                                   21
    19.05           Exceptions to Daily Overtime                             21
    19.06           Lunch Periods                                            22
    19.07           Overtime Lunches                                         22
    19.08           Notice of Overtime                                       23
    20              Statutory Holidays                                       23
    20.02           Holiday Pay Allowance                                    24
    20.03           Pay for Work on Holidays                                 24
    21              Wages                                                    24
    21.03           Standard Hourly Wage Scale                               25
    21.09           Out of Line Differentials                                27
    21.17           Temporary Transfer                                       28
    21.18           Learner Rates                                            28
    21.28           Trade or Craft and Assigned Maintenance Convention       30
    21.29           Incentives                                               31
    21.30           General                                                  31
    21.32           Leave of Absence for Union C.W.S. Committee              31
    21.33           Pay Days                                                 31
    21.34           Reporting Pay                                            32
    21.35           Call Out Pay                                             32
    21.36           Pay for Jury Service                                     32
    21.37           Pay on Day of Injury                                     32
    21.38           Bereavement Pay                                          33
    21.39           Elimination of Bargaining Unit Jobs                      33
    22              Vacations                                                34
    22.01           Vacation Year                                            34
    22.02           Length of Vacation                                       34
    22.03           Vacation Pay                                             35
    22.07           Vacation Schedules                                       37
    22.08           Christmas Shutdown                                       38
    23              Insurance Benefit Program                                38
    23.01           Benefits                                                 38
    23.02           Pension Plan                                             39
    24              Appendices                                               39
    25              Copies of Agreement                                      40
    25.02           Letters of Understanding and Agreement                   40
    26              Duration of Agreement                                    40

Appendices                                                                 Page

Appendix (A)        Cooperative Wage Study                                   42
Appendix (B)        Learner Period Classification Analysis                   42
Appendix (C)        Schedule of Classifications                              43
Appendix (D)        Hours of Work Schedule                                   46
Appendix (E)        Insurance Benefit Program                                51
Appendix (F)        Tradesmen's Tools                                        62
Appendix (G)        Protective Clothing                                      62
Appendix (H)        Lockers                                                  63
Appendix (I)        Pension Plan                                             64
Appendix (J)        Lines of Progression                                     67
Appendix (K)        Emergency Procedures                                     71
Appendix (L)        Supplementary Unemployment Benefit                       77

                    Letters of Understanding and Agreement

                    Initiation Fee                                           94
                    Pay for Union Business                                   95
                    Education Fund                                           96
                    Day Shift for Union President                            97
                    Humanities Fund                                          98
                    Steelworkers' Savings Plan                               99
                    Severance Adjustment Allowance                          100
                    Group Leader Positions                                  102
                    Crew Movement - Oil Country                             104
                    Safety Equipment Trust Fund                             106
                    Safety Monitoring                                       108
                    Apprentice Training Agreement                           109
                    Employee Empowerment                                    122
                    Signing Bonus                                           125
                    Profit Sharing                                          126
                    Retiree Bonus Plan                                      127

Alphabetical Reference Guide                                         Back pages



ARTICLE 1 - PURPOSE OF AGREEMENT

1.01 Whereas the parties agree that it is mutually  beneficial  and desirable to
arrange and maintain fair and equitable earnings,  labour standards,  wage rates
and working conditions to obtain efficient operations, to protect the safety and
health of employees  and to provide  machinery  for the  adjustment  of disputes
which may arise between the parties hereto. THEREFORE, the Company and the Union
agree as follows:

ARTICLE 2 - UNION RECOGNITION

2.01 The Company  recognizes the Union as a sole and exclusive  bargaining agent
for: all employees of the Company at its Calgary  operations  excepting  office,
clerical and technical staff, plant security officers, office janitors,  foremen
and supervisors with authority to hire and/or fire.

2.02 The terms and conditions set forth in this Agreement  shall have full force
and effect for all  employees in the  Bargaining  Unit,  as described in Article
2.01.

2.03 (a) Persons  whose  regular jobs are not in the  Bargaining  Unit shall not
work on any jobs  which are  included  in the  Bargaining  Unit  except  for the
purposes of  instructions,  experimenting,  in emergencies  when Bargaining Unit
employees are not available.  (b) Emergencies when Bargaining Unit employees are
not available,  shall be meant to include manpower shortages due to lateness and
unauthorized absenteeism. The Company will make every effort to place a suitable
Bargaining Unit employee in that position as soon as possible.

Contracting Out

2.04 (a) Whenever  practicable,  the Company will not contract out work normally
performed by members of the Bargaining  Unit for which  qualified  employees are
available. (b) In the application of Article 2.04 (a), the Company and the Union
recognize the need to work toward the efficient  utilization of Bargaining  Unit
employees so as to minimize the requirement to contract out work and as such the
following has been agreed to: A Contracting  Out Committee will be  established,
consisting  of up to three  (3)  representatives  of the  Company  and three (3)
representatives  appointed by the Union.  This  Committee  shall meet on the 2nd
Tuesday of January, April, June and September, or as may be mutually agreed. All
information  will be disclosed  by the Company to enable this  Committee to make
the necessary  recommendations as to which work will be contracted out and which
work will be performed by Bargaining  Unit  employees.  Any and all  information
supplied shall be kept in the strictest  confidence.  Where agreement  cannot be
reached by this  Committee the Union may file a grievance of a general nature at
Step 3 of the  Grievance  Procedure.  (c) When the Company feels it is necessary
because of  equipment,  knowledge,  skill or time  considerations  to have other
companies  perform such work,  it shall be in accordance  with,  and subject to,
conditions set out in Article 2.04 (a) and (b).

ARTICLE 3 - NO DISCRIMINATION OR HARASSMENT

3.01 The  Company  and the Union  agree  that  there  will be no  discrimination
against any employee because of race, creed, colour, sex, national origin, union
membership  or union  activity,  or any  other  grounds  covered  by  applicable
legislation.

3.02 The Company and the Union agree there will be no  harassment of an employee
for any reason.

ARTICLE 4 - MANAGEMENT

4.01 The Union  recognizes  that it is the function of  Management to manage the
affairs of the business, and to direct the working forces of the Company subject
to the terms of this Agreement.

4.02 Such  Management  function  shall be: (a) To  determine  the  products  and
schedules  of  production,  the  locations  of  production,  and the methods and
sequence of  manufacturing  processes.  (b) To maintain  discipline of employees
including the right to make reasonable rules and regulations, provided, however,
that any dispute as to the  reasonableness  of such rules and regulations or any
dispute  involving  claims  of  discrimination   against  any  employee  in  the
application  of such rules and  regulations  shall be  subject to the  grievance
procedure of this Agreement.  (c) To discharge,  suspend or discipline employees
for just and reasonable cause, and also hire, transfer,  promote,  demote and to
assign  employees  to shifts with due regard to  seniority  in Article 9 of this
contract.

4.03 The Company shall not direct the working forces in a discriminatory manner.

ARTICLE 5 - UNION SECURITY

5.01  Effective  upon  date of  hiring,  all  employees  within  the  Collective
Bargaining  Unit  covered by the  Agreement  shall  become  members and maintain
membership in the Union, as a condition of employment.

5.02 The Company shall deduct from the wages of each employee in the  Bargaining
Unit, union dues, initiation fees and assessments in the amount certified by the
Union  to  the  Company  to be  currently  in  effect  according  to  the  Union
constitution.  The total amount so deducted with an itemized  statement of same,
in  duplicate,  shall be forwarded to the Union prior to the end of the month in
which said  deductions  are made in the  manner  provided  for in  Section  5.04
hereof.

5.03 Union members are to be supplied with union deduction totals for income tax
purposes.  The  Company  agrees to show on  employees  T4 slips the total  union
deductions for the previous taxation year.

5.04 Cheques shall be made payable to the United Steelworkers of America.  Until
further  notice from the Union,  all cheques  shall be  forwarded  to the United
Steelworkers of America at the following address:

INTERNATIONAL TREASURER
UNITED STEELWORKERS OF AMERICA
P.O. BOX 1400, STATION "A"
VANCOUVER, BRITISH COLUMBIA
V6C 2P7

and made payable as aforesaid.

5.05 The Company agrees to have all present and future employees covered by this
Agreement, as a condition of continued employment, sign an agreement authorizing
the Company to implement the provisions of this Article, and the Union agrees to
indemnify the Company, and hold it harmless against any claim which may arise in
complying with the provisions of this Article.

ARTICLE 6 - GRIEVANCES

6.01 The purpose of this  Article is to  establish  procedures  for  discussion,
processing  and  settlement  of  grievances,  as defined in Section 6.02 of this
Article.



6.02  "Grievance" as used in this Agreement is a complaint or request  involving
any  matter  relating  to wages,  hours or  working  conditions,  including  any
question of interpretation or application of, or compliance with, the provisions
of this  Agreement,  and shall only relate to or concern any grievance which has
arisen or arises subsequent to the date of this Agreement.

6.03 Union  Officers,  Stewards  and  Committeemen,  with the  approval of their
immediate supervisor,  shall be permitted to leave their jobs to investigate and
adjust grievances and to attend to their duties under this Agreement.

6.04  Any  grievance  must be  presented  within  ten (10)  working  days of its
occurrence or otherwise it shall not be  considered.  In the case of a grievance
concerning  wages,  the ten (10)  working day period shall date from the date on
which the employee receives his pay cheque.

6.05 The grievance  committeeman with or without the aggrieved employee may Step
1 present the grievance to the employee's  immediate  salaried  supervisor.  The
supervisor  shall make his reply  verbally or in writing  within two (2) days of
receipt of the grievance. 6.05 Should the grievance committeeman or the employee
be  dissatisfied  with the  Step 2  Company  disposition  of such  complaint  or
request,  he may refer such matter on a written form to management  within three
(3) further  working  days.  Management  shall  answer the  grievance in writing
within  three  (3)  working  days or a time  mutually  agreed  upon.  6.05 If no
settlement  is  reached  in Step Two (2),  the  grievance  committee  and Step 3
representatives of management will meet within seven (7) working days to discuss
the complaint.  The Union's representative may be in attendance at this meeting.
If the  grievance  is not then  settled,  then at the request of either party to
this  Agreement  the  grievance  may be  referred to  arbitration.  If notice of
arbitration  is not given within a further  twenty (20)  calendar  days,  unless
further time is mutually  agreed upon, the grievance will be deemed to have been
settled.

6.06 The  Union  and the  Company  shall  have the  right  to  initiate  a group
grievance or a grievance of a general nature, at Step Three (3) of the grievance
procedure.

6.07 If the Union  does not  advance a  grievance  from Step One (1) to Step Two
(2), or from Step Two (2) to Step Three (3)  with-in the agreed time limit,  the
grievance shall be considered withdrawn.  Failure of the Company to reply to the
grievance  at any step shall  automatically  advance the  grievance  to the next
step.

ARTICLE 7 - ARBITRATION

7.01  Whenever  pursuant to the  provisions  of this  Agreement  a reference  to
arbitration is involved, the Company or the Union shall, within twenty (20) days
following  receipt of a decision in step (3) notify the other party, in writing,
of intent to arbitrate.  This notice shall: (a) state the matter at issue and in
what respect the agreement has been violated or  misinterpreted  by reference to
the specific clause or clauses relied upon. Notwithstanding the above, the board
may take into  consideration  all  matters,  clauses and  evidence  which in its
opinion has a bearing on the grievance or question referred to arbitration,  and
(b) state the nature of the relief or remedy sought.

7.02 (a) Single  Arbitrator  The Company and the Union agree that the  following
persons constitute the panel of arbitrators from which will be selected a single
arbitrator for each grievance  requiring  arbitration  under this Agreement:  1.
Gerald  Hawco 2. Tom Joliffe 3. Allan  Beatty 4. Alex  Trawick (b)  Selection of
Arbitrator  The method of  selecting a single  arbitrator  shall be by rotation,
starting with the order of the names listed above. If the arbitrator so selected
is  unable  to act,  then the  arbitrator  next on the  list of  names  shall be
selected.  Unless otherwise agreed to, a single arbitrator will be appointed for
each grievance or group grievance.  No member of the panel of arbitrators may be
removed from the panel unless it is mutually  agreed upon by the Company and the
Union. If a member of the panel is unable to continue to act as an arbitrator, a
new member may be appointed;  the  appointment is to be mutually  agreed upon by
the Company and the Union.

7.03 At any stage of the grievance  procedure  including  arbitration the confer
ring parties may have the assistance of the employee or employees  concerned and
any necessary witnesses,  and all reasonable  arrangement will be made to permit
the  conferring  parties  to have  access  to the  plant  and to  view  disputed
operations.

7.04  The  arbitrator  shall  have  power to deal  with  matters  involving  the
interpretation, application or alleged violation of this Agreement and shall not
rule on any other  matter  nor shall  they have the right to alter,  amend,  set
aside, add to or delete from any one of the provisions herein contained,  nor to
render any decision which is inconsistent  with the provisions of this Agreement
or the Statutes of Alberta.

7.05 All time  limits  specified  in  Articles  6 and 7 shall  be  deemed  to be
exclusive  of  Saturdays,  Sundays and Company  recognized  holidays  and may be
extended by mutual consent of the parties or by the Arbitrator.

7.06  Each of the  parties  concerned  shall  pay its own costs and the fees and
expenses  of  witnesses  called  by it and its  representatives.  The  fees  and
expenses of the  Arbitrator,  stenographic  assistance and rents shall be shared
equally between the parties.

7.07 The  parties  agree to abide by the  provisions  of Articles 6 and 7 as the
only means of resolving any  difference  which may arise during the term of this
Agreement,  and all  employees  shall  continue to work as usual and the Company
shall continue its normal operating practices.

ARTICLE 8 - DISCHARGE AND DISCIPLINARY PROCEDURE

8.01  Management  shall not take  disciplinary  action without first warning the
employee, unless the circumstances justify immediate suspension or discharge. In
the event of a claim that an employee has been discharged or suspended  unjustly
or unreasonably, the grievance shall be filed at Step Three (3) of the grievance
procedure within five (5) working days.

8.02 (a) Warnings  shall be given in writing to the employee and a copy shall be
sent by mail to the Union.  The Company  and the Union  agree that  disciplinary
penalties  shall  not be  imposed  unreasonably  or  unjustly.  In  cases  where
justified  penalties and warnings  (excluding  dismissals) have been given to an
employee,  it is  understood  and  agreed  that if an  employee  is not  given a
justified  penalty and/or warning within a continuous period of nine (9) months,
his  employment  record shall be cleared of any  deficiencies,  and shall not be
used against the employee thereafter. (b) An employee who the Company intends to
suspend  shall be retained  at or  returned  to active work until any  grievance
contesting such suspension is finally resolved through the grievance procedure.

8.03 If it is determined  or agreed at any steps in the  grievance  procedure or
decided by an  arbitrator  that an employee has been  disciplined  or discharged
unjustly,  the  Management  shall  put  him  back  on his  job  with  no loss of
seniority,  and they shall pay the  employee the amount he would have earned had
he been working or by any other  arrangement as to  compensation,  which is just
and equitable in the opinion of the parties or in the opinion of the  arbitrator
if the matter is referred to such an arbitrator.

8.04 Any employee who is discharged,  laid off or leaves of his own accord shall
be paid all wages due him on the pay day when such wages  would  normally be due
and payable, unless otherwise mutually agreed between the Company and the Union.

8.05 No  employee  shall be subject to any  disciplinary  action by a foreman or
supervisor without having a Union representative  present,  where such action is
to be part of an employee's record.

8.06 The Union shall be immediately  notified, in writing, as to reasons for the
dismissal of any member of the Bargaining Unit.

ARTICLE 9 - SENIORITY

9.01 (a) The parties recognize that job opportunity and seniority shall increase
in proportion to length of service.  It is, therefore,  agreed that in all cases
of vacancy, promotion, transfer, lay-off, termination and rehiring after lay-off
or  termination,  senior  employees  shall be  entitled  to  preference.  (b) In
recognition,  however,  of the  responsibility  of Management  for the efficient
operation  of the plant,  it is  understood  and agreed  that in all such cases,
Management  shall  have the  right to pass over any  employee,  if it is able to
establish with the employee and the Union,  that he does not have the ability or
the  physical  fitness to perform  the work with due regard to Article 6 of this
Agreement.

9.02 PROBATIONARY  PERIOD - A new employee shall be on probation for a period of
ninety (90) calendar  days.  Upon  completion  of the  probationary  period,  an
employee shall acquire seniority status, and shall be credited with service from
his  original  hiring date. A  probationary  employee  laid off for lack of work
shall,  if rehired  within a twelve (12) month  period,  be  credited  with time
worked prior to lay-off as a probationary employee.

Article 6 shall not apply to probationary  employees,  except in cases involving
discrimination.


9.03  SENIORITY  RETENTION AND  ACCUMULATION  - Seniority  shall be retained and
shall  accumulate  during:  (a)  absence  from work due to an injury or sickness
covered by the Workers'  Compensation  Act until  certified by the  Compensation
Board as being able to return to work in the Bargaining Unit, subject to 9.04(f)
below; (b) authorized leave of absence;  (c) lay-off subject to Section 9.04(d);
(d) absence from work due to medically  certified illness or injury,  subject to
9.04(f)  below;  (e) while serving in the Armed Forces during period of national
emergency; (f) while serving in the Armed Force reserve for periods of up to one
year.

9.04 LOSS OF SENIORITY - An employee  shall lose his seniority  standing and his
name  shall be removed  from all  seniority  lists for any one of the  following
reasons:  (a) If an employee quits; (b) If the employee is discharged for proper
cause,  and  is not  reinstated  in  accordance  with  the  provisions  of  this
Agreement;  (c) If the  employee  is laid off and  fails to notify  the  Company
within five (5) working days of his intention as to whether he intends to return
to work or not, after having been notified to do so by the Company by registered
mail to his last known address,  and fails to return to work in ten (10) working
days after  receipt of the  registered  notice,  as stated  above;  copy of such
notice to be sent to the  Union.  Exceptions  to this  rule will be  extenuating
circumstances.  It is the  responsibility  of laid  off  employees  to keep  the
Company  informed of their addresses and telephone  numbers.  (d) on the date on
which the above registered letter has been returned to the Company from the post
office. (e) If he has been on lay-off because of lack of work for a period equal
to his time of seniority or twenty-four (24) months,  whichever is greater;  (f)
employees who have ceased to receive Disability Benefits from either the Workers
Compensation  Board or the Short or Long Term  Disability  Benefits,  under this
Collective  Agreement,  and are  unable to return  to active  employment  in the
Company for medical  reasons,  or, who have  completed job  retraining  from the
Worker's Compensation Board shall not accumulate further seniority from the date
of  such  discontinuation  of  benefits.  Employees  who  are  not  accumulating
seniority  under this article shall not be eligible for further  benefits  under
this Collective  Agreement  (including  pension and insurance  benefit  program)
until such time as they are medically fit to return to active  employment in the
Company.

9.05 SENIORITY LIST - The Company shall prepare a plant-wide  seniority list and
present  same to the  Union  within  thirty  (30)  days of the  signing  of this
Agreement.  Said lists shall  commence  with the employee  with most  seniority,
carry on  downward  to the  employee  with  least  seniority,  and  contain  the
following  information:  (a) employee's  starting date; (b) employee's  name and
clock  number.  Additional  revised  lists  will be  furnished  to the  Union as
requested from time to time, and within ten (10) days of said request. The Union
agrees not to make such requests more frequently than once every two (2) months.
Seniority  lists shall include all  Bargaining  Unit employees on the payroll at
the time such seniority list is prepared.

The Company  shall also prepare a  maintenance  department  seniority  list that
shall  include all  tradesmen  and  apprentices,  and the starting  date on such
seniority list shall be the date upon which the employee  enters the maintenance
department.

Employees having the same starting date, on either the plant-wide seniority list
or the maintenance department seniority list shall appear and receive preference
in alphabetical order.

9.06 TRANSFER TO JOBS OUTSIDE OF BARGAINING UNIT -

9.06(a)  Employees who are transferred  through the Bargaining Unit to any other
part of the Company's service shall hold and continue to accumulate seniority in
the Bargaining Unit for a period of twelve (12) months,  during which period the
Company  may  elect  to  return  the  employee  to his  former  position  in the
Bargaining  Unit,  or the employee may opt to return to the position he formerly
held in the Bargaining Unit.


9.06(b) Article 9.06 (a) shall apply provided that: 1. They have completed their
probationary  period as regular  employees in the  Bargaining  Unit, and 2. They
exercise their  seniority  rights or signify their  intentions to do so upon the
termination  of their jobs  outside the  Bargaining  Unit.  3. They pay all dues
accrued during the transfer  period outside of the Bargaining  Unit. 4. All back
dues will be calculated and paid to the Union through  payroll  deduction by the
Company.

9.07 JOB POSTING - When  preferential  jobs (jobs that are  normally a one shift
operation),  or jobs above Job Class 4 are available,  the following  procedures
will govern the assignment of employees to these jobs:

(a) Job vacancy  notices will be posted,  within five (5) working  days,  on the
bulletin  board for three (3) full  working  days,  but not longer than four (4)
working days. The job requirements and qualifications shall be listed on the job
vacancy  notices.  The name of the successful  bidder will be posted after three
(3) days of  removal  of notice  from the  bulletin  board  unless  this time is
extended by mutual agreement. (b) Applications will be made to the Management on
a form supplied by the Company.  (c) Any grievance  concerning  assignments made
under  job  posting  must be  filed  within  five (5)  working  days  after  the
assignments are posted. (d) Probationary  employees shall be eligible to bid for
posted  job  vacancies,  but  the  Company  may  assign  such  employees  to any
vacancies,  if the jobs  cannot be filled by the bidding  procedures.  (e) A job
vacancy need not be posted a second time within  thirty (30) days,  if there are
enough  suitable  applicants  from the  first  posting  to fill the  vacancy  or
vacancies. (f) An employee may apply for a lower paid job in any department,  or
for a job at equal pay in a different  department  after four (4) working months
in his current job.(g) If an employee has been a successful bidder under the job
posting  provision,  then he may be ruled  ineligible  during his next three (3)
working  months  for a job  less  than  two  (2) job  classes  higher  than  his
classification  at the time.  (h) In cases of job  vacancies  not being  posted,
information  will be  supplied  to the Union  upon  request.  Employees  who are
absent,  while  the job is up,  can have one of the  Union  executive  committee
members  sign his name and the  member of the  Union  executive  must  place his
initials against the name of the employee. The absent employee must request this
for each job bid from one of the executive  committee members.  (i) In the event
that an employee  selected for the job proves to be unsuitable for the position,
he shall revert to his former  position and status in  accordance  to seniority.
(j) In the  event  that a  foreman  wishes  to  discuss  with  an  employee  his
suitability  for a  posted  job,  the  employee  may be  accompanied  by a Union
committee  member.  (k) The Company  shall provide the Union with a list of jobs
that each  employee has held,  or is deemed to have held,  under the job posting
provision.  This list shall be updated bi-yearly.  (l) All requests by employees
to be taken off a bid job must be in writing  and shall  include an  explanation
for such request. Such requests shall not be unreasonably denied. (m) After five
(5) days of holding a job bid, the  successful  bidder will receive that rate of
pay or his previous rate of pay, whichever is greater. (n) The successful bidder
must be on the job  within  ten (10) days of being  notified  as the  successful
bidder.  (o) For tradesmen or apprentices  bidding on a job posting,  other than
Maintenance  department  job bids  which  shall  be  determined  by  Maintenance
department  seniority,  their plant  seniority  shall be the  seniority  used to
determine their eligibility on any such job vacancy.  (p) Employees requesting a
transfer, in the same job classification,  between plants when one plant is on a
two shift operation and the other plant is on a three shift operation,  shall be
granted such transfer  request with due regard to seniority.  An employee  shall
not make such request more often than once every three months.


9.08 If a  temporary  shortage  of work  occurs for a period of five (5) working
days or less, employees affected shall have the option, upon the commencement of
their next  regularly  scheduled  shift,  of  accepting  the  lay-off or filling
non-bid jobs in the labour pool,  and retaining  their rates of pay. (a) Filling
non-bid jobs in the labour pool shall be subject to seniority regulations in the
bumping procedure.

9.09 RECALL  PROCEDURE - In the case of recall of employees  on lay-off  status,
the following  procedure shall apply: (a) Senior employees who decline recall to
work which they are informed is temporary,  and of limited  duration,  shall not
thereby forfeit their  seniority.  They shall not be eligible to displace junior
employees  during the  estimated  period of  employment  for which they declined
recall,  and they shall not be eligible  for further  temporary  recall as above
until they notify the Manager, Human Resources of their subsequent  availability
for work. (b) The Union shall be supplied with a list of those employees who the
Company has been unable to contact, or who have refused, for a temporary recall.
The  Company  and the Union  shall  coordinate  their  efforts to contact  those
employees.

9.10 TEMPORARY  TRANSFER (a) Temporary  transfers can be made to jobs under this
Collective  Agreement for a maximum of  forty-five  (45) calendar days to enable
the Company to meet operational requirements,  or to hire and/or train employees
and  pending  assignments  made  under  job  posting  providing  that  temporary
transfers will not be used to deny senior employees the right to fill jobs under
the job posting  provision.  Senior  employees shall be entitled to the right of
refusal or acceptance of such temporary  transfers.  (b) Temporary  transfers of
ten  (10)  working  days  or  less  can be  made  without  regard  to  seniority
regulations in Article (a) above, but not on a continuing basis. When there is a
known  vacancy,  of one scheduled  week or more,  senior  employees will be used
whenever  possible.  If the senior  employee is not used,  he shall  receive the
higher of the two rates of  pay.(c)  The  Company  shall  maintain a list of all
employees who are on temporary  transfer.  Such list shall be made available for
review by the Union at any time. (d) When an employee is off work due to illness
or accident for more than  forty-five (45) days, his job will then be put up for
temporary  bid. Upon returning  from accident or illness,  the  individual  will
retain his job and bump out the temporary bidder even if the temporary bidder is
senior. However, the temporary bidder shall hold recall rights to the position.


9.11 LINES OF PROGRESSION - (a) The lines of  progression  shall be set forth in
this  Agreement,  subject to any  subsequent  changes  agreed  upon  between the
Company and the Union. Such changes to be in writing and signed by both parties.
Any new job established in the line of progression shall become part of the line
of  progression.  (b) General  Terms 1. Plant  seniority  will be the  seniority
considered for applications  for bidding into a line of progression.  To move up
the line of  progression,  an employee must have held the next lowest job listed
in that line of  progression  for a length of time,  as  defined in such line of
progression. 2. Employees can bid out of the line of progression at any time. 3.
All present  employees who have in the past,  bid and received any job listed in
the line of  progression,  will be given credit and will be able to bid into the
next higher job.

                       See pages 67 - 70 inclusive.


ARTICLE 10 - Lay-off

10.01 Lay-off STATUS  DEFINED - Lay-off status under this Agreement  provides an
employee with the right to be recalled to work in accordance with Article 9. For
the purpose of this Agreement,  "lay-off" means temporary  dispensation with the
services of an employee for a period  exceeding five (5) working days in any one
(1) calendar month.

10.02 Lay-off Notice (a) Employees laid off because of lack of work,  except for
breakdowns  or reasons  outside the control of the Company,  shall be given five
(5) working days of notice.  However,  this five (5) day notice of lay-off shall
not  apply to  probationary  employees,  nor  shall it apply to other  employees
during the first five (5) consecutive  regular working days of recall to work on
a day-to-day  basis.  Employees who are given five (5) days of notice of lay-off
under this  Section,  and who are then placed on a day-to-day  employment  basis
which continues  without  lay-off for five (5) consecutive  regular working days
shall again become  entitled to the five (5) day notice of lay-off,  as provided
in the  first  sentence  herein.  (b)  Employees  with one (1) or more  years of
seniority shall be given ten (10) working days notice of lay-off.

10.03 A senior  employee  shall  have the right to  displace  a junior  employee
provided that: (a) The senior employee has held that job by bid or is considered
to have held the job by bid.  (b) The senior  employee  may bump only into their
most recent job on which they were the successful  bidder,  or they may elect to
bypass  such a job and bump  into the next most  recent  job that he has held by
bid,  regardless  of the job class of such a job.  (c) An employee  who does not
have the  seniority  to hold a bid job as a result of lay-off  may bump into the
labour pool,  providing he has the  seniority  to do so. (d) The  procedure  for
recall to bid jobs shall be in reverse order of the job bumping  procedure.  (e)
If any employee  elects to bypass any job, he shall forfeit his recall rights to
any such job. (f) In the event an employee who has bumped into a former position
proves to be  unsuitable  for the  position,  he shall revert to his next former
position and/or status. (g) Maintenance department seniority shall determine who
bumps  out of the  maintenance  department  during  a  reduction  in  work.  The
employee's  plant  seniority  shall  determine his bumping  rights to any former
positions. (Subject to Article 3.04 of the Apprenticeship Agreement).




ARTICLE 11 - LEAVE OF ABSENCE

11.01 Personal  Reasons - An employee will be allowed a thirty (30) day leave of
absence without pay for personal reasons, if: (a) he requests it from Management
in writing;  (b) the leave is for a good  reason,  and does not  interfere  with
operations,   except  in  emergency  situations  when  leave  shall  be  granted
regardless.  (c) In the event that an  employee  is accused of an offence  which
requires a court appearance,  he shall be entitled to a leave of absence without
pay to attend court.  (d) In the event that the employee is  incarcerated  while
awaiting a court appearance,  and is subsequently found not guilty, the employee
shall be granted a retroactive leave of absence for such period of time.

11.02 A leave of absence will be extended for additional thirty (30) day periods
if there is a good reason, and Management and Union mutually agree. The employee
must request the extension in writing before his thirty (30) day leave is up.

11.03 (a) All  requests  for leave of absence,  of five (5) days or less,  under
this  Article  will be  reviewed by Company  representatives.  The Union will be
notified of all leaves granted under this paragraph.  (b) All requests for leave
of  absence,  of over five (5) days,  under this  Article  will be reviewed by a
Company-Union  Committee  before the  request  is  authorized  or  denied.  This
committee  shall be  composed  of up to three (3)  Union  and three (3)  Company
representatives.

11.04  Leave to Attend  Union  Business - An  employee  who has been  elected or
appointed  by the Union to attend  Union  business  shall be  granted a leave of
absence  without pay for this purpose.  The Union will inform the Company of the
names of the  delegates  at least three (3) working  days in advance.  Alternate
delegates   will  be  selected  in  the  event  of  sickness  or  to  meet  work
requirements.

11.05 Leave for Union  Employment - The Company  shall grant an employee a leave
of absence  for one (1) year to work in an  official  capacity  for the local or
international  Union.  This leave may be extended for one (1) additional year by
mutual  agreement  between the Company and Union.  There shall be a limit of one
(1) person on such leave at one (1) time. The employee must request the leave in
writing and the Union must approve it.

11.06 Failure to Return from Leave - Any leave of absence will be in writing and
no such leave will  affect any  employee's  seniority  rights  when used for the
purpose  granted  provided  he shall  return to work at the  expiration  of such
leave. Any employee who fails to report for work upon expiration of his leave of
absence or any  extension  thereof  shall be deemed to have  voluntarily  ceased
employment with the Company (except by reasons of force majeure).

11.07 (a) The Company shall compensate employees on the Negotiating Committee at
their  standard  hourly  rate for time spent in  negotiation  meetings  with the
Company during regular day shift hours that they would otherwise have worked. 1.
When meeting  with Company for 2 hours or more,  payment of a full day's pay. 2.
When  meeting as a sub  committee,  payment of a full day's pay. 3. When Company
requests  member  not return to work,  payment  of a full day's pay.  (b) During
negotiations for a new Collective  Agreement,  the Company will place employees,
members  of the  Negotiating  Committee,  on the day  shift  when  meeting  with
Company. (c) The Union Negotiating  Committee shall consist of a maximum of five
(5) members of the Bargaining Unit and such Union International  Representatives
as required.

11.08  Military  Leave to  participate  in Reserve  Force  Training  or Duty - a
maximum of 12 months  leave of absence  without pay will be granted to employees
who are members of the Reserve  Force and are selected for  extended,  full-time
service on peacekeeping or other missions.  Reservists  shall give the Company a
minimum of 12 weeks advanced notice.

ARTICLE 12 - SAFETY AND HEALTH

12.01 The parties hereto  recognize the  importance of safety  provisions in the
plant for the welfare of the employees  and for the  protection of the Company's
property.  The Company agrees to improve and promote safe working  conditions in
the plant.  A Safety  Committee  shall be  composed of up to three (3) Union and
three (3)  Company  representatives  and it is agreed  that the minutes of every
meeting  shall be made  available to each member of the  committee and a copy to
the Compensation Board.


12.02 Pay for Safety Committee Meetings held outside regular working hours shall
be at straight time rates.

12.03 The Company will maintain a first aid station for the emergency  treatment
of accidents  during  working  hours,  and a log book of all accidents  shall be
maintained. Qualified First Aid personnel shall be available on all shifts.

12.04 (a) Any employee  working in the immediate  vicinity of a serious or fatal
accident may, at the discretion of the senior supervisor on shift,  refrain from
working  the balance of the shift,  without  loss of pay.  (b) The senior  shift
supervisor,  in either of the above  situations,  shall  notify the Senior Union
Representative on shift, of his decision.

12.05 (a)  Employees  who  believe  that they are being  required  to work under
conditions  which are unsafe or unhealthy  beyond the normal hazards inherent in
the  operation  in  question  shall  have  the  right  to have  such  conditions
investigated  immediately.  Upon  request  by  an  employee  to  have  his  work
conditions investigated,  his work station shall be shut down immediately, until
such  time  that  the  preliminary   investigation  is  completed.   Preliminary
investigations  may be conducted by the shift  supervisor  and any union officer
that is on shift, and their decision shall be binding until a final judgement is
passed down by the Safety Committee.  (b) The Company shall, upon request from a
Union  Executive  or  the  Health  and  Safety  Committee  Coordinator,  provide
necessary  monitoring  of noise and  lighting  levels.  (c) The  Union  shall be
notified immediately upon initiation of any near miss and/or accident report and
shall have the right to investigate such report.

12.06  Procedures to follow in the event of a serious  accident are covered in a
separate appendix.

12.07  Where an  employee is  employed  under the  conditions  where he might be
injured,  and not be able to secure  assistance,  the employer shall devise some
method of checking on the  well-being  of the  employee at  intervals  which are
reasonable and practicable under the circumstances.

ARTICLE 13 - HANDICAPPED EMPLOYEES

13.01 In the  event of  employees  sustaining  injuries  at  work,  or  becoming
affected by  occupational  diseases  during the course of their  employment  and
becoming physically handicapped,  as a result thereof, every effort will be made
by the Company to give the handicapped  employee such suitable  employment as is
available.

ARTICLE 14 - UNION REPRESENTATIVES

14.01 If an  authorized  Representative  of the  International  Union who is not
employed by the Company  wishes to speak to Local Union  representatives  in the
plant  about a  grievance  or other  official  Union  business,  he  shall  make
arrangements  through the Plant Manager.  Such arrangements  shall not interfere
with normal plant operations.

ARTICLE 15 - ESTABLISHED PRACTICES

15.01 Any rights and privileges  enjoyed by the employees prior to the execution
of this  Agreement  shall be  continued  and no change  shall be put into effect
unless mutually agreed by the Company and the Union.

ARTICLE 16 - BULLETIN BOARDS

16.01 The Company agrees to provide the Union with bulletin  boards in the plant
for the purpose of posting  Union notices and official  papers.  Notices will be
posted only by officers of the Union and will be in keeping  with the spirit and
intent of this Agreement.

ARTICLE 17 - COMMITTEEMEN AND STEWARDS

17.01 The Union  shall  notify the  Company in  writing,  within one (1) week of
their appointment or election, of the names of all Union Officers,  Committeemen
and Stewards.

17.02 If a Union  Officer  or  Committeeman  is  required  to  leave  his job in
connection with his duties under this Agreement,  he must obtain permission from
his  immediate   supervisor  before  doing  so.  Such  permission  will  not  be
unreasonably  withheld  and he shall not  suffer  loss of pay  while so  engaged
during his working hours.

17.03 Union Officers, Stewards and Committeemen shall not suffer loss of pay for
authorized time spent during working hours in the performance of their duties as
recognized  under this Agreement.  Matters to be dealt with under the provisions
of this Agreement shall normally be discussed during working hours.

17.04 If a Union  Officer or  Committeeman  is  assigned  to night shift and his
duties  require his presence on day shift,  he shall be  transferred  to the day
shift for the length of time his duties  require his  presence on the day shift,
providing  proper notice is given to the Company.  Alternative  employees may be
selected by the Union when  necessary  to meet work  requirements  or in case of
sickness.

17.05 There shall be a grievance committee selected by the Union. This committee
will be so selected that each department will be represented.

17.06 The duties of officers and  committeemen  as referred to in this Agreement
shall be deemed to mean  carrying out the  responsibilities  of the committee or
committees  they are  assigned to as  designated  on the lists of  officers  and
committeemen supplied to the Company by the Union. Only those employees included
on such lists to the  Company  will be  recognized  as  spokesmen  for the Union
having duties under this Agreement.

ARTICLE 18 - HOURS OF WORK

18.01  Definition of Day and Work Day - A day is a twenty-four  (24) hour period
beginning  with the start of the employee's  shift.  The basic work day is eight
(8) consecutive hours of work in the twenty-four (24) hour period broken only by
the established lunch period.

18.02 Purpose of Defining Work Day and Work Week - The daily and weekly hours of
work  outlined  in  this  Article  18 are  stated  solely  for  the  purpose  of
calculating overtime and shall, in no way, be interpreted as a guarantee of work
or pay per day or per week.

18.03  Definition  of Work  Week - The  basic  work  week is made up of five (5)
consecutive working days Monday through Friday.

18.04 Shift and Work  Schedules (a) The daily hours of work shall be outlined in
Appendix (D) page 46. (b) An employee  required to change shift shall have eight
(8) hours of rest between  shifts.  In the event an employee is recalled to work
before such eight (8) hours  elapse,  he shall be considered as still working on
his previous  shift and shall be paid the  appropriate  rates except on a change
from  afternoon  to day  shift  when  seven  and  one-half  (7-1/2)  hours  will
prevail).(c)  Shift  schedules  and  hours of work  schedules  shall be made and
posted  in the  department  no  later  than  Wednesday  of the  preceding  week.
Employees required to change shifts for the convenience of the Company shall not
suffer loss of regular earnings,  as a result of such shift changes. The Company
will provide  available work or pay for the  employee(s)  affected by such shift
changes to make up the amount of regular  earnings  by the end of the  following
pay period.  Overtime rates as set forth herein shall be paid for work performed
on an employee's scheduled days off.

18.05  Definition  of Shifts (a) A shift  starting  on or after  6:00 a.m.,  but
before 9:00 a.m. is a day shift.  (b) A shift starting on or after 2:00 p.m, but
before 5:00 p.m. is an afternoon  shift.  (c) A shift starting on or after 10:00
p.m., but before 1:00 a.m. is a night shift.

18.06 Shift Premiums  Effective  January 1, 1998, shift premiums shall be: (a) A
shift premium of twenty-five cents ($.25) additional to the standard hourly rate
shall be paid each  employee for hours worked on  afternoon  shift.  (b) A shift
premium of fifty cents ($.50)  additional  to the standard  hourly rate shall be
paid each  employee  for hours  worked on night  shift.  (c) The shift  premiums
outlined in (a) and (b) above shall be paid during  overtime  hours at the rates
outlined,  but shall not be included in the standard  hourly rate for  computing
overtime pay.

18.07 Lunch Periods  Employees  shall be granted a lunch period in each shift as
provided in Appendix (D) pages 46 - 50 inclusive.

ARTICLE 19 - OVERTIME

19.01 There shall be no pyramiding of time in the calculation of weekly overtime
by including any hours for which daily overtime has already been paid.


19.02 (a) Hours Worked in Excess of Eight (8) The Company  shall pay an employee
two (2) times his regular straight time hourly rate for all hours he is required
to work over eight (8) hours a day.  (b) Hours  Worked in Excess of Twelve  (12)
The Company  shall pay an employee  three (3) times his  regular  straight  time
hourly rate for all hours he is required to work over twelve (12) hours a day.

19.03  Hours  Worked  on  Saturday  The  Company  shall  pay two (2)  times  the
employee's  regular straight time hourly rate for the first twelve (12) hours of
work, and three (3) times his regular straight time hourly rate thereafter.

19.04 Hours Worked on Sunday The Company shall pay two (2) times the  employee's
regular  straight time hourly rate for the first twelve (12) hours of work,  and
three (3) times his regular straight time hourly rate thereafter.

19.05  Exceptions to Daily  Overtime When a employee is permitted by the Company
to change from one shift to another at his own  request,  and a new shift starts
within the same twenty-four  (24) hour period as his preceding  shift,  overtime
resulting from such shift changes will not be paid as provided in Sections 19.02
and 19.03.  The starting time of the new shift will start a new twenty-four (24)
hour period for the purpose of  determining  overtime,  but  Sections  19.02 and
19.03 shall not apply when an employee whose request for a shift change has been
granted reverts to his previous shift schedule.

19.06 Lunch  Periods  Regular lunch periods shall start four (4) hours after the
start of the employee's shift. Employees shall not be required to work more than
five (5)  consecutive  hours after the starting of the shift  without  receiving
their  normal lunch  break.  Lunch  periods  shall be  uninterrupted.  Employees
required to work  without a lunch break after a maximum of five (5)  consecutive
hours from the start of their shift  shall be given a twenty  (20) minute  lunch
break and shall be paid  one-half  (1/2)  hour at two (2)  times  their  regular
straight time hourly rate.

19.07 (a) Overtime Lunches Employees  required to work overtime shall be given a
thirty (30) minute paid lunch  break  after  having  worked six (6)  consecutive
hours or, in any case, after having worked ten (10) consecutive  hours of actual
work,  and every  four (4) hours  thereafter,  provided  that in each case it is
necessary to resume  overtime  work  involving a paid lunch break as above,  the
Company will provide a lunch if the  employee(s)  concerned were not notified on
the  previous  work day about the  overtime  work.(b)  Weekend  Lunch Breaks All
employees  working  overtime  on  weekends  shall work an eight (8) hour  shift,
inclusive of a paid lunch break.  (c) Lateness and Overtime  (1)Late starting up
to six (6)  minutes  shall  not be  deductible.(2)Lateness  in excess of six (6)
minutes  shall be  calculated  and  deductible to the nearest tenth (10th) of an
hour,  with a  minimum  deduction  of  two-tenths  (2/10)  of an hour.  Approved
overtime  shall be applied and calculated on the following  basis:  (1)Up to and
including  six (6)  minutes  shall be  disregarded  when no further  overtime is
worked.  (2)Six (6) minutes and over shall be  calculated  to the nearest  tenth
(10th) of an hour with a minimum of  two-tenths  (2/10) of an hour.  NOTE:  This
section does not provide for lateness or overtime on a continuous basis.

19.08  Notice of  Overtime  The  Company  will  provide at least one (1) hour of
notice of overtime  before the end of the shift,  except in the case of overtime
work resulting from equipment  breakdown or from production  requirements beyond
the control of the Company which occur within the hour prior to the normal shift
finishing time.

19.09 The employee(s)  shall have the right to refuse any unscheduled  overtime.
Notice of scheduled  overtime  work required on Monday,  Tuesday,  Wednesday and
Thursday  shall be given by noon of the  previous  day.  All overtime on Friday,
Saturday and Sunday shall be voluntary.

19.10  (a)  Overtime  will be  distributed  as evenly as  possible  among  those
employees  normally  performing the work  available.  Employees who have refused
overtime will be credited as having  worked this overtime for even  distribution
purposes.  (b)  Normally  performing  the work shall be meant to be the specific
mill or work area affected.  (c) Effective on ratification of this contract, the
agreed  upon record of overtime  distribution  shall  commence on January 1st of
each calendar year, and shall not exceed a twelve (12) month period.

ARTICLE 20 - STATUTORY HOLIDAYS

20.01 The following  shall be recognized as paid holidays  under this  Agreement
subject to Section 20.02:

              New Year's Day  First Monday in August
              Family Day                Labour Day
              Good Friday               Thanksgiving Day
              Empire Day                Remembrance Day
              Dominion Day    Christmas Day
              Stampede Day    Boxing Day

regardless of the day upon which they are observed or celebrated.  If any of the
above holidays fall on Saturday or Sunday, the preceding Friday or the following
Monday will be considered the holiday.

20.02 Holiday Pay Allowance An employee shall receive a holiday pay allowance of
eight (8) hours pay for any of the  above-named  holidays at his average regular
straight time hourly rate for the last complete pay period prior to the holiday,
provided that:

(a) If he is a probationary  employee,  he has completed thirty (30) consecutive
calendar  days  of  employment  prior  to the  holiday,  except  that if he does
complete the thirty (30) day period, he shall receive pay for any holidays which
occurred  during such period,  and (b) he has worked eight (8) hours in the week
preceding  the holiday,  unless he is absent  because of vacation,  death in the
immediate  family,  illness,  jury duty,  or within  fourteen (14) calendar days
prior to the holiday, he commences a leave of absence or is laid off, but (c) an
employee  may not  qualify for any further  paid  holidays  under item (b) above
until he  returns to work.  (d)  Disciplinary  action may be taken in  instances
where  employees  fail to work the day before or the day after a plant  holiday,
except  where  permission  was  previously   obtained  or  the  employee  had  a
justifiable reason for being absent.

20.03 Pay for Work on Holiday An employee required to work on a holiday named in
Section 20.01 shall be paid two (2) times his regular  straight time hourly rate
for all work  performed in addition to any holiday pay  allowance  under Holiday
Pay Allowance.

20.04 In the event that one or more of the  above-named  holidays  occurs during
the  employee's  vacation,  he  shall  be  paid  for  such  holiday(s),  and the
additional days will be added to his vacation time.

20.05  The  observance  of the  above  holidays  may be  transferred  by  mutual
agreement to other days than the date proclaimed or provided above.

ARTICLE 21 - WAGES

21.01 (a) The  Co-Operative  Wage Study  (C.W.S.)  Manual  for job  description,
classification and wage administration, dated August 1, 1971 (herein referred to
as "the Manual") is  incorporated  into this  Agreement as APPENDIX (A) page 42,
and  its  provisions  shall  apply  as if set  forth  in  full  herein.  (b) Job
classifications  shall be as set forth in  APPENDIX  (C)  attached  hereto,  and
forming part of this Agreement. See pages 43 - 45 inclusive.

21.02 Each employee's job shall be described and  classified,  and a rate of pay
applied to such employee in accordance with the provisions of this Agreement.


21.03 Standard  Hourly Wage Scale (a) The standard hourly wage scale shall be as
follows:




Job Class

    1
    2
    3
    4
    5
    6
    7
    8
    9
    10
    11
    12
    13
    14
    15
    16
    17
    18
    19
    20
    21
    22
    23
    24
    25
    26
    27

Jan 1/98

$19.36
$19.61
$19.86
$20.11
$20.36
$20.61
$20.86
$21.11
$21.36
$21.61
$21.86
$22.11
$22.36
$22.61
$22.86
$23.11
$23.36
$23.61
$23.86
$24.11
$24.36
$24.61
$24.86
$25.11
$25.36
$25.61
$25.86

Jan 1/99

$19.86
$20.11
$20.36
$20.61
$20.86
$21.11
$21.36
$21.61
$21.86
$22.11
$22.36
$22.61
$22.86
$23.11
$23.36
$23.61
$23.86
$24.11
$24.36
$24.61
$24.86
$25.11
$25.36
$25.61
$25.86
$26.11
$26.36

Jan 1/2000

$20.36
$20.61
$20.86
$21.11
$21.36
$21.61
$21.86
$22.11
$22.36
$22.61
$22.86
$23.11
$23.36
$23.61
$23.86
$24.11
$24.36
$24.61
$24.86
$25.11
$25.36
$25.61
$25.86
$26.11
$26.36
$26.61
$26.86



(b) All  employees  with a start date after the signing date of this  Collective
Agreement,  that start at Job Class 4 or less,  shall have a two dollar  ($2.00)
reduction from their rate of pay during the  probationary  period.  In the event
that probationary  employees are promoted to a job that is at a Job Class higher
than Job  Class 4,  such  employees  shall be paid the rate for the job they are
doing with no reductions. This article will not apply to tradespersons.

21.04  Effective on the dates  specified in Section 21.03,  all employees  shall
have  their  rates  of pay  adjusted  as  follows:  (a) If the  employee  is not
receiving an out-of-line  differential  prior to the dates  specified in Section
21.03,  the rate of pay of such  employee  shall be  adjusted  to conform to the
standard hourly rate for that employee's job, as provided in Section 21.03.  (b)
If the  employee is  receiving an  out-of-line  differential  prior to the dates
specified in Section 21.03,  the rate of pay of such employee shall be increased
by the amount by which the rate for Job Class I has been increased,  as provided
in Section 21.03 and the following  shall govern:  (1)If the employee's new rate
resulting  from such  increase is greater than the standard  hourly rate for the
job as provided in Section 21.03,  the amount by which such  employee's new rate
is greater than the rate provided in Section 21.03 shall become such  employee's
new  out-of-line  differential  (which  shall  replace  the  former  out-of-line
differential)  and  shall  apply  in  accordance  with  the  provisions  of this
Agreement.  (2)If the  employee's new rate resulting from such increase is equal
to or less than the  standard  hourly  rate for the job,  as provided in Section
21.03,  the rate of pay of such  employee  shall be  adjusted  to conform to the
standard  hourly rate for the job, as provided in Section 21.03,  and the former
out-of-line differential shall be terminated.

21.05 As of the date the  Standard  Hourly  Wage Scale  becomes  effective,  the
standard  hourly rate for each job class shall be the  standard  hourly rate for
all jobs classified within such job class and shall so continue for the duration
of the  Standard  Hourly  Wage  Scale and shall be applied  to any  employee  in
accordance with the provisions of this Agreement.

21.06 Each standard  hourly rate  established  under Section 21.03 shall be: (a)
The established  rate of pay for all hours paid for on a non-incentive  job; and
(b) the  established  hourly base rate and minimum  guaranteed rate of pay under
any  incentive  applied to the job in  accordance  with the  provisions  of this
Article.

21.07 Except as otherwise  provided by this Agreement,  the established  rate of
pay for each  production  or  maintenance  job,  other  than a trade or craft or
apprentice  job, shall apply to any employee during such time as the employee is
required to perform such job.

21.08 Except as otherwise  provided by this Agreement,  the established  rate of
pay for a trade or craft or  apprentice  job shall apply to any employee  during
the time such employee is assigned to the  respective  rate  classifications  in
accordance with the provisions of this Agreement.

21.09 Out of Line  Differentials  The Company  shall furnish to the Union a list
agreed  to by the  Company  and  the  Union  of  employees  who  are to be  paid
"out-of-line differentials".  Such list shall contain the following information:
(a) Name of incumbent to whom such "out-of-line differential" is to be paid. (b)
Job  title  of job on which  out-of-line  differential  is to be  paid.  (c) Job
classification of such job. (d) Standard hourly rate of such jobs. (e) Amount of
out-of-line   differential.   (f)  Date  such  out-of-line  differential  became
effective.

21.10  Except  as such  out-of-line  differential  may be  changed  by the means
hereinafter  provided,  any employee included in the list referred to in Section
21.09 shall continue to be paid such out-of-line  differential  during such time
as the  employee  continues  to occupy  the job for which the  differential  was
established.

21.11 If an employee with an out-of-line differential is transferred or assigned
to a job having a higher standard hourly rate,  then the  differential  shall be
reduced by the amount of the increase in the standard hourly rate.

21.12 If, as a result of  lay-off  and the  exercise  of  seniority  rights,  an
employee  with an  out-of-line  differential  is moved  to a job  having a lower
standard hourly rate, then the out-of-line differential shall be cancelled.

21.13 If such employee referred to in Sections 21.11 and 21.12 shall be returned
to  the  job  for  which  the  out-of-line  differential  was  established,  the
out-of-line differential shall be reinstated, except as it may have been reduced
or eliminated by other means.

21.14 When an employee would, in accordance with the terms of this Agreement, be
entitled to receive  his regular  rate,  he shall also  receive any  out-of-line
differential to which he is entitled.

21.15 In addition  to the means  herein  provided,  increases  in the  increment
between  job  classes   shall  be  used  to  reduce  or  eliminate   out-of-line
differentials.

21.16 Except for the application of the out-of-line  differentials as called for
herein, the terms of this Agreement governing transfers shall apply.

21.17 Temporary  Transfer - An employee who is temporarily  transferred from his
regular  job shall be paid the  standard  hourly rate of the job to which he has
been  transferred,  provided such rate is not less than that of his regular job.
If the  rate of the job to  which he is  temporarily  transferred,  but not as a
result of a lay-off,  is less than the rate of his regular job, he shall be paid
the rate of his regular job during the period of such temporary transfer.

21.18 Trade or Craft and  Assigned  Maintenance  Convention - In addition to the
provisions  of the  Manual for  describing  and  classifying  trade or craft and
assigned  maintenance  jobs the following  shall apply:  (a) The description and
Classification  shall be carried out in accordance with the Manual.  (b) The job
classification  of trade or craft jobs,  having been  classified as in Paragraph
(a), above,  shall be increased by two job classes and the two job classes shall
be  incorporated  into  the  total  classification  of  the  job.  (c)  The  job
classification of assigned maintenance jobs, having been classified at job class
eleven or higher as in Paragraph  (a),  above,  shall be  incorporated  into the
total  classification of the job. (d) Where a change in an existing job requires
a new  description  and  classification  for a job on which this  convention has
already been applied,  such job shall be reclassified in the same manner as that
followed  prior to the  application  of this  convention  and the  provisions of
Paragraphs (a), (b) and (c), above, shall apply.

21.19 Incentives - Should the Company desire to install  incentives to cover any
jobs,  the  following  shall  govern:  (a) The  standard  hourly  rates  for the
respective jobs shall be the base rates and minimum hourly  guaranteed rates for
such  incentives.  (b) The Company  shall first  discuss with and explain to the
Union the development of any incentive plan, and reach mutual agreement with the
Union regarding such incentive plan before such incentive plan is installed.


21.20 General - Any  mathematical  or clerical  errors made in the  preparation,
establishment or application of job  descriptions,  classifications  or standard
hourly rates shall be corrected to conform to the provisions of this Agreement.

21.21 Except as otherwise provided, no basis shall exist for an employee covered
by this Agreement to allege that a wage rate inequity exists.

21.22 Leave of Absence for Union C.W.S.  Committee - The Company agrees to grant
leave of  absence  from  their  regular  work to three  employees  who  shall be
selected  by the Union to act on its C.W.S.  Committee.  Employees  so  selected
shall:  (a)  Accumulate  any seniority to which they normally would be entitled;
(b) Receive their  regular rate of pay from the Company,  as based upon a normal
work week;  and (c) Return to their  regular  employment  when their work on the
C.W.S. Committee is completed.

21.23 Pay Days - Employees shall be paid on Company time every second Wednesday.
Employees  on night shift  shall be paid on the  following  scheduled  work day.
Employees  will be paid on the day preceding when the regular pay day falls on a
statutory  holiday.  The regular pay day shall be extended by  twenty-four  (24)
hours,  if  in  the  event  of a  mechanical  breakdown,  the  pay  cheques  are
unavailable on the regularly  scheduled pay day. (a) This article may be amended
during the term of this  Agreement,  if mutually  agreed between the Company and
the Union, to allow for a different regular pay day and/or pay method, such as a
direct deposit system.

21.24 Reporting Pay

(1) In cases where an employee is not notified of an emergency  breakdown before
leaving home, and said employee reports for his regular shift, he will receive a
minimum of four (4) hours  straight  time pay,  and shall be required to perform
any work which may be assigned.  (2) To receive  reporting  pay as in 21.34 (1),
employees  must have reported  current  addresses  and telephone  numbers to the
Company.(3)  After the shift has started,  Section  21.34 (1) shall not apply in
cases  where a major  breakdown  occurs  as a result  of fire,  flood,  or frost
because of failure of a utility company to deliver gas or electric power, due to
a  breakdown  outside of the  Company's  premises.  Under this  circumstance  an
employee  may, at the  discretion  of the Company,  be dismissed for the day and
paid for the  actual  time  worked or for four (4) hours pay,  whichever  is the
greater, but the employee must accept assigned work.

21.25 Call-out Pay - An employee who has left the premises  after  completion of
his scheduled  shift and who is recalled for work with less than eight (8) hours
of notice shall be paid two (2) times his regular straight-time hourly rate, for
all hours worked on such callout up to the starting time of his scheduled  shift
but,  in any  event,  for not less  than two (2)  hours at  double  his  regular
straight-time  hourly  rate.  Notwithstanding  the  foregoing  however,  if  any
employee  receives  eight (8) hours of notice in  advance of the time that he is
required to report to work, or seven and one-half (7-1/2) hours in the case of a
change from afternoon to dayshift, then the starting time of his new work period
will start a new  twenty-four  (24) hour period for the  purpose of  determining
overtime.

21.26 Pay for Jury  Service - The Company  shall pay an employee who is required
for jury service or who is subpoenaed as a witness, for each day of service, the
difference between his average straight-time hourly rate for the number of hours
he normally  works on his regular  shift,  and the payment he receives  for jury
service.  The  employee  will  present  proof of  service  and the amount of pay
received.

21.27 Pay on Day of Injury - An employee hurt in an industrial accident shall be
paid for the time lost on the day he was injured at his regular  daily  earnings
including  any  overtime  premium and  applicable  shift  differential,  but the
employee  must  return to work unless  directed  otherwise  by the  doctor.  The
Company  will provide  necessary  transportation  for injured  workmen on day of
injury.  The  Company  shall  not be  responsible  for  the  payment  of time or
transportation compensated for by the Worker's Compensation Board.

21.28  Bereavement Pay (a) In the case of a death in the immediate  family of an
employee,  the Company  shall  grant  three (3) days leave of absence  with pay.
"Immediate  family"  shall be meant to include  mother,  father,  mother-in-law,
father-in-law,  brother, sister,  brother-in law, sister-in-law,  wife, husband,
children, grandchildren, grandparents and grandparents of spouse. Any such leave
of absence must be arranged with the employee's foreman, if possible, or another
Company  representative.  This provision shall apply if the employee attends the
funeral, or is required to take an active part in the estate arrangements of the
deceased. (b) All requests for extended leaves of absence under this article, or
a grievance  under this article will be reviewed by a  Company-Union  Committee.
This Committee  shall be composed of up to three (3) Union and three (3) Company
representatives.  (c) Probationary  employees who have not completed thirty (30)
consecutive  days of employment  prior to their  commencement of the bereavement
leave shall be eligible for bereavement pay upon their completion of thirty (30)
consecutive days of employment.

21.29 Elimination of Bargaining Unit Jobs Should the Company declare that it has
eliminated any job listed in Appendix (C), Schedule of Job  Classifications,  or
eliminate  any job meant to be included  in such  appendix,  the  Company  shall
inform the Union which job is to be eliminated and any employee who is currently
in such job classification shall: 1. Revert to his former position and status as
defined under Article  10.03.  2. Maintain the rate of pay of the eliminated job
classification  for a  period  of one (1)  year,  unless  the rate of pay of his
former  position and status is higher,  then no rate retention  shall apply.  3.
Should an employee  successfully bid on another job classification while on rate
retention,  then such rate retention  shall be cancelled.  4. An employee who is
receiving  rate  retention but who is then bumped due to lay-off shall lose such
rate   retention.   However,   when  such   employee  is  returned  to  the  job
classification  on which he was receiving  rate  retention,  the rate  retention
shall be reinstated.

ARTICLE 22 - VACATIONS

22.01  Vacation Year - Each current  vacation year will be defined as the period
from May 1 of the previous year to April 30 of the current year for  calculation
of  vacation  pay and  length of  vacation.  (a) For the  purpose  of  computing
vacation,  seniority shall mean the total period of service since the employee's
seniority  date,  excluding  periods of time during which the employee  does not
return to work from lay-off,  after being notified to do so as per Article 9.04.
(b) Employees on a Prudential  Steel related  Workers'  Compensation  claim,  or
Prudential  weekly  indemnity,  at time  of  recall  above,  shall  continue  to
accumulate vacation seniority until such time as they are declared fit to return
to work.

22.02  Length  of  Vacation  (a)  Employees  who have  less than one (1) year of
seniority  as at May 1 shall be  entitled  to one (1) day of  vacation  for each
month of  seniority,  to a maximum of ten (10) days.  (b) Employees who have one
(1) but less than two (2) years of  seniority  as at May 1 shall be  entitled to
two (2) weeks vacation. (c) Employees who have two (2) years but less than eight
(8)  years  of  seniority  as at May 1 shall be  entitled  to  three  (3)  weeks
vacation. (d) Employees who have eight (8) years but less than twelve (12) years
of  seniority  as at May 1 shall be  entitled  to four (4) weeks  vacation.  (e)
Employees  who have  twelve (12) years but less than  twenty-five  (25) years of
seniority  as at May 1  shall  be  entitled  to five  (5)  weeks  vacation.  (f)
Employees who have twenty-five (25) or more years of seniority as at May 1 shall
be entitled to six (6) weeks vacation.

22.03 Vacation PayNOTE:  W.C.B. weekly indemnity benefits and not pension awards
shall be considered in  calculating  vacation pay. (a) Employees  with less than
one (1) year of  seniority as at May 1 shall be entitled to four percent (4%) of
all monies received from the Company,  Workers  Compensation  Board benefits and
the  Prudential  Steel  weekly  indemnity  benefits  while in the  employ of the
Company.  (b)  Employees  who have one (1) year but less  than two (2)  years of
seniority  as at May 1 shall be entitled to vacation pay of:  (1)Employees  with
1,900 or more  credited  hours  shall be  entitled  to  eighty  (80)  times  the
employee's average hourly rate during the vacation year, or four percent (4%) of
gross pay, whichever is greater. OR

(2)Employees  with less than 1,900  credited  hours  shall be  entitled  to four
percent (4%) of all monies received from the Company, Workers Compensation Board
benefits and the Prudential Steel weekly indemnity  benefits while in the employ
of the Company.  (c) Employees who have two (2) but less than eight (8) years of
seniority  as at May 1 shall be entitled to vacation pay of:  (1)Employees  with
1,900 or more  credited  hours shall be entitled to one hundred and twenty (120)
times the  employee's  average  hourly  rate during the  vacation  year or seven
percent (7%) of gross pay, whichever is greater.  OR (2)Employees with less than
1,900  credited  hours  shall be entitled  to seven  percent  (7%) of all monies
received  from  the  Company,   Workers  Compensation  Board  benefits  and  the
Prudential Steel weekly  indemnity  benefits while in the employ of the Company.
(d)  Employees  who have  eight (8) years but less  than  twelve  (12)  years of
seniority  as at May 1 shall be entitled to vacation pay of:  (1)Employees  with
1,900 or more  credited  hours  shall be entitled to one hundred and sixty (160)
times the  employee's  average  hourly rate during the  vacation  year,  or nine
percent (9%) of gross pay, whichever is greater.  OR (2)Employees with less than
1,900  credited  hours  shall be  entitled  to nine  percent  (9%) of all monies
received  from  the  Company,   Workers  Compensation  Board  benefits  and  the
Prudential Steel weekly  indemnity  benefits while in the employ of the Company.
(e) Employees who have twelve (12) but less than  twenty-five (25) years or more
years  of  seniority  as at  May  1  shall  be  entitled  to  vacation  pay  of:
(1)Employees  with 1,900 or more credited hours shall be entitled to two hundred
(200) times the  employee's  average  hourly rate during the vacation  year,  or
eleven percent (11%) of gross pay,  whichever is greater.  OR (2)Employees  with
less than 1,900  credited hours shall be entitled to eleven percent (11%) of all
monies received from the Company,  Workers  Compensation  Board benefits and the
Prudential Steel weekly  indemnity  benefits while in the employ of the Company.
(f) Employees who have  twenty-five  (25) or more years of seniority as at May 1
shall be entitled to vacation pay of:  (1)Employees  with 1900 or more  credited
hours  shall be entitled to two  hundred  and  forty(240)  times the  employee's
average  hourly rate during the  vacation  year,  or thirteen  per cent (13%) of
gross pay,  whichever is greater.  OR (2)Employees with less than 1,900 credited
hours shall be entitled to thirteen per cent (13%) of all monies  received  from
the Company.  Workers'  Compensation  Board benefits and Prudential Steel weekly
indemnity benefits,  while in the employ of the Company.  (g) For the purpose of
calculating  vacation pay, "credited hours" shall be meant to include:  (1)Hours
for which wages are  received  from the  Company  including  vacation  hours and
statutory  holidays.  (2)Hours the employee  would  normally have received while
receiving weekly indemnity benefits from the Workers' Compensation Board, or the
Company's  Insurance  Welfare  Program,  while  in the  employ  of the  Company.
(3)Hours the employee  would  normally  have received  while on temporary  Union
business (not Union employment).

22.04  Estimated  vacation  pay will be made two (2)  weeks  prior to start of a
vacation  and may be taken in a minimum  of one (1) week  periods  upon  written
request from the employee. Request for the above must be received by the payroll
department three (3) weeks prior to start of a vacation.

22.05 As the vacation plan was introduced to provide an opportunity for rest and
recreation,  no payment will be made in lieu of vacation, except as provided for
at termination of employment.  Vacations  cannot be accumulated from one year to
another.

22.06  Should an  employee's  service be  terminated  at any time for any reason
whatsoever,  he will be entitled to payment for vacation due him, as provided in
22.03.

22.07 Vacation  Schedules (a) The Company,  may at its  discretion,  institute a
system of staggered vacations in any year, and in such event, the employees will
be given sixty (60) days notice of such  decision.  If staggered  vacations  are
instituted, all employees who are entitled to vacations at May 1, will if at all
possible,  be given their  vacation  during the summer  months.  Preference  for
vacation shall be in accordance  with  seniority.  (b) If the Company decides to
close the Plant for three (3)  consecutive  weeks  during  the months of July or
August,  the  Company  shall  post sixty  (60) days  advance  notice on the Shop
Bulletin Board announcing the date on which the Annual Vacation  close-down will
start.  Preference for any work available  during this period shall be given, in
order of  seniority,  to those who normally  perform such work,  except for work
available in the job classification of Material Handler or Sweeper,  which shall
be offered to all employees,  based on plant seniority, but that the rate of pay
shall be the rate of pay of the work  performed.  (c)  Employees  eligible for a
fourth week of vacation,  shall be scheduled giving senior employees preference.
(d)  Employees  entitled to more than three (3) weeks  vacation may be scheduled
for: (1)Three (3) weeks during the months of May to October,  inclusive, and the
remaining  vacation  between  November 1 and April 30 of the vacation  year,  or
(2)Such  employees  who  desire  more than three (3) weeks  vacation  in one (1)
unbroken  period must make such request sixty (60) days prior to commencement of
the  employee's  vacation.  The  granting  of such  requests  will be subject to
production requirements and preference shall be in accordance with seniority.

22.08  Christmas  Shutdown If the  Company  decides to close the plant for up to
five (5) working days, not including  statutory  holidays,  during the Christmas
holiday  season,  the  Company  shall post  thirty  (30) days notice on the Shop
Bulletin Board announcing the dates on which such shutdown shall be.  Preference
for any work available during this period shall be given, in order of seniority,
to those who normally  perform such work,  except for work  available in the job
classification  of Material  Handler or  Sweeper,  which shall be offered to all
employees,  based on plant seniority, but that the rate of pay shall be the rate
of pay of the work performed.

ARTICLE 23 - INSURANCE BENEFIT PROGRAM

23.01 Benefits The Insurance  Benefit  Program as described in Appendix (E) will
continue during the term of this agreement.

23.02 Pension Plan The present Pension Plan,  described in Appendix (i), will be
continued during the term of this Agreement.


ARTICLE 24 - APPENDICES

24.01  Attached  hereto and forming  part of this  Agreement  are the  following
appendices:  Appendix  (A) -  Co-operative  Wage Study  (C.W.S.)  Manual for Job
Description,  Classification  and Wage  Administration  dated  January  1, 1971.
Appendix (B) - Learner Period Classification  Analysis.  Appendix (C) - Schedule
of  Classifications.  Appendix  (D) - Hours of Work  Schedules.  Appendix  (E) -
Insurance  Benefit  Program.  Appendix (F) - Tradesmen's  Tools.  Appendix (G) -
Protective  Clothing.  Appendix  (H) -  Lockers.  Appendix  (i) - Pension  Plan.
Appendix (J) - Lines of  Progression.  Appendix (K) - Supplemental  Unemployment
Benefit Plan

ARTICLE 25 - COPIES OF AGREEMENT

25.01 Copies of this  Agreement are to be made available to all employees in the
Bargaining  Unit.  Union  officers and stewards  will  distribute  copies of the
Agreement  in their  respective  departments.  All  costs to be  shared  equally
between the Company and the Union.

25.02  Letters  of  Understanding  and  Agreement  (a) Form  part of  Collective
Agreement:  The  Company  and the  Union  agree  that  any and  all  Letters  of
Understanding  and  Memorandums of Agreement made between the parties,  shall be
considered as part of the Collective Agreement. (b) Copies to Union: The Company
agrees to supply  the Union with  signed  copies of all  Letters  of  Agreement,
Memorandums  of  Agreement  and  Appendices,  which  form  part  of the  current
Collective Agreement.  (c) Renewal: All Agreements,  Letters of Understanding or
Memorandums  of  Agreement  issued  prior  to the  signing  of  this  Collective
Agreement,  and not renewed,  shall  become null and void after  signing of this
Collective Agreement.

ARTICLE 26 - DURATION OF AGREEMENT

26.01 This  Agreement  shall be effective  from January 1, 1998 to and including
December 31, 2000 and  thereafter  from year to year,  unless  written notice of
intent to terminate  and/or amend the  Agreement at the  expiration of the above
period is given by either  party  during the period  beginning on October 1, and
ending December 1 in any year after 1999.

26.02 Within thirty (30) days after receipt of any notice given pursuant to this
Article  by  either  party,   the  parties  to  this  Agreement  shall  commence
negotiations.  During the period of negotiations,  this Agreement shall continue
in full force and effect.




IN WITNESS WHEREOF the parties hereto have executed this Agreement the
                        day of                        , 2001.

PRUDENTIAL STEEL LTD. UNITED STEELWORKERS OF AMERICA


J.D. Wilson                                            W. Skrypnyk


R.D. McIntosh                                          F.N. Rambie


R.C. Lee                                               R.G. Pelley


R.J. Coller                                            N.A. Braybrook


R. Pollitt                                             D.L. Hawkins


K.G. Nieradka                                          T.N. Walroth


T.D. MacKenzie



                              A P P E N D I X ( A )

Co-operative Wage Study (C.W.S.) Manual for Job Description,  Classification and
Wage Administration dated August 1, 1971.


                              A P P E N D I X ( B )
                     LEARNER PERIOD CLASSIFICATION ANALYSIS
                    Schedule of Apprenticeship Training with
                           Convention Additive of 2.0




6 Month Training
Periods             1st      2nd     3rd    4th    5th    6th   7th     8th


TRADE TITLES
APPRENTICE JOB CLASSES

Electrician            8        9      11     13     14     16  18   19       21

Heavy Duty Mechanic    8        9      11     13     14     16  18   19       21

Machinist              8        9      11     13     14     16  18   19       20

Millwright             8        9      11     13     14     16  18   19       20

Welder - Maintenance   8        9      11     13     14     16                20


Welder - Fabrication   8        9      11     13     14     16                18



                              A P P E N D I X ( C )
                         SCHEDULE OF JOB CLASSIFICATIONS

                               JOB CLASS JOB TITLE

                                    1 Sweeper
                               4 Material Handler
                                5 Drift Operator
                                  6 Stenciller
                                   6 Tallyman
                                7 Scale Operator
                                  7 Fin Grinder
                           7 Bundling Station Operator
                          7 Truck Driver - Maintenance
                              8 Ironworker Operator
                                8 Upset Inspector
                             8 Punch Press Operator
                                 8 Spray Painter
                               8 Grooving Operator
                            8 Auxiliary Saw Operator
                             8 End Cropper Operator
                               8 Beveller Operator
                          8 Hydrostatic Tester Operator
                                8 Gantry Operator
                          8 Strapping Machine Operator
                            9 Overhead Crane Operator
                      9 Overhead Crane Lift-Truck Operator
                            9 Saw Sharpener Operator
                            9 Flying Cutoff Operator

                            9 Radial Drill Operator
                               9 Bandsaw Operator
                           10 Bucking Machine Operator
                             10 Thread End Inspector
                      10 HSS Gantry Crane Operator (Heede)
                                10 Pipe Inspector
                              10 Uncoiler Operator
                            11 Yard Machine Operator
                            11 Yard Tractor Operator
                                 11 SRT Operator
                              12 Upsetter Operator
                           12 Uncoiler-Looper Operator
                            12 Mobile Crane Operator
                          12 Threading Machine Operator
                             13 Ultrasonic Inspector
                             14 Laboratory Operator
                              14 Yard Group Leader
                         14 Threading Line Group Leader
                           15 Assistant Mill Operator
                        15 Inspection & Ultrasonic Group
                                     Leader
                        16 Lab Group leader - Laboratory
                           17 Building Maintenance Man
                              18 Welder Fabrication
                                  20 Millwright
                                  20 Machinist
                              20 Maintenance Welder
                           20 Fabrication Group Leader
                             21 Heavy Duty Mechanic
                             21 Electrician-Wireman
                                21 Mill Operator
                                       22
                                    Machinist
                                      Group
                                     Leader
                       23 Heavy Duty Mechanic Group Leader
                           23 Electrical Group Leader
                            23 Mill Line Group Leader
                       25 Senior Heavy Duty Mechanic Group

<TABLE>
                               A P P E N D I X (D)

                             HOURS OF WORK SCHEDULE

                                                                              D1 - One Shift Operation


                  SCHEDULE
                     NO.                    REGULAR TIME                                LUNCH
REGULAR TIME

<S>             <C>                        <C>                                          <C>

                     1A                      6:00 a.m.    -   10:00 a.m.                10:00 a.m.   -    10:30
a.m.              10:30 a.m.                -              2:30 p.m.
                     1B                      6:00 a.m.    -   10:30 a.m.                10:30 a.m.   -    11:00
a.m.              11:00 a.m.                -              2:30 p.m.
                     1C                      6:00 a.m.    -   11:00 a.m.                11:00 a.m.   -    11:30
a.m.              11:30 a.m.                -              2:30 p.m.

                     1D                      6:30 a.m.    -   10:30 a.m.                10:30 a.m.   -    11:00
a.m.              11:00 a.m.                -              3:00 p.m.
                     1E                      6:30 a.m.    -   11:00 a.m.                11:00 a.m.   -    11:30
a.m.              11:30 a.m.                -              3:00 p.m.
                     1F                      6:30 a.m.    -   11:30 a.m.                11:30 a.m.   -    12:00
noon              12:00 noon                -              3:00 p.m.

                     1G                      7:00 a.m.    -   11:00 a.m.                11:00 a.m.   -    11:30
a.m.              11:30 a.m.                -              3:30 p.m.
                     1H                      7:00 a.m.    -   11:30 a.m.                11:30 a.m.   -    12:00
noon              12:00 noon                -              3:30 p.m.
                     1I                      7:00 a.m.    -   12:00 noon                12:00 noon   -    12:30
p.m.              12:30 p.m.                -              3:30 p.m.

                     1J                      7:30 a.m.    -   11:30 a.m.                11:30 a.m.   -    12:00
noon              12:00 noon                -              4:00 p.m.
                     1K                      7:30 a.m.    -   12:00 noon                12:00 noon   -    12:30
p.m.              12:30 p.m.                -              4:00 p.m.
                     1L                      7:30 a.m.    -   12:30 p.m.                12:30 p.m.   -     1:00
p.m.               1:00 p.m.                -              4:00 p.m.
                     1M                      8:00 a.m.    -   12:00 noon                12:00 noon   -    12:30
p.m.              12:30 p.m.                -              4:30 p.m.
                     1N                      8:00 a.m.    -   12:30 p.m.                12:30 p.m.   -     1:00
p.m.               1:00 p.m.                -              4:30 p.m.
                     1O                      8:00 a.m.    -    1:00 p.m.                 1:00 p.m.   -     1:30
p.m.
                                             1:30 p.m.    -    4:30 p.m.


                  PL (Paid Lunch)
                                                                              D2 - Two Shift Operation

                  SCHEDULE
                        NO.                 REGULAR TIME                                LUNCH
REGULAR TIME

                     2A                      6:00 a.m.    -   10:00 p.m.                10:00 a.m.   -    10:30
a.m.              10:30 a.m.                -              2:30 p.m.
                                             2:30 p.m.    -    6:30 p.m.                 6:30 p.m.   -     6:50
p.m.               6:50 p.m.                -             10:30 p.m.                    PL

                     2B                      6:00 a.m.    -   10:30 a.m.                10:30 a.m.   -    11:00
a.m.              11:00 a.m.                -              2:30 p.m.
                                             2:30 p.m.    -    7:00 p.m.                 7:00 p.m.   -     7:20
p.m.               7:20 p.m.                -             10:30 p.m.                    PL

                     2C                      6:00 a.m.    -   11:00 a.m.                11:00 a.m.   -    11:30
a.m.              11:30 a.m.                -              2:30 p.m.
                                             2:30 p.m.    -    7:30 p.m.                 7:30 p.m.   -     7:50
p.m.               7:50 p.m.                -             10:30 p.m.                    PL

                     2D                      6:30 a.m.    -   10:30 a.m.                10:30 a.m.   -    11:00
a.m.              11:00 a.m.                -              3:00 p.m.
                                             3:00 p.m.    -    7:00 p.m.                 7:00 p.m.   -     7:20
p.m.               7:20 p.m.                -             11:00 p.m.                    PL

                     2E                      6:30 a.m.    -   11:00 a.m.                11:00 a.m.   -    11:30
a.m.              11:30 a.m.                -              3:00 p.m.
                                             3:00 p.m.    -    7:30 p.m.                 7:30 p.m.   -     7:50
p.m.               7:50 p.m.                -             11:00 p.m.                    PL

                     2F                      6:30 a.m.    -   11:30 a.m.                11:30 a.m.   -    12:00
noon              12:00 noon                -              3:00 p.m.
                                             3:00 p.m.    -    8:00 p.m.                 8:00 p.m.   -     8:20
p.m.               8:20 p.m.                -             11:00 p.m.                    PL

                     2G                      7:00 a.m.    -   11:00 a.m.                11:00 a.m.   -    11;30
a.m.              11:30 a.m.                -              3:30 p.m.
                                             3:30 p.m.    -    7:30 p.m.                 7:30 p.m.   -     7:50
p.m.               7:50 p.m.                -             11:30 p.m.                    PL

                     2H                      7:00 a.m.    -   11:30 a.m.                11:30 a.m.   -    12:00
noon              12:00 noon                -              3:30 p.m.
                                             3:30 p.m.    -    8:00 p.m.                 8:00 p.m.   -     8:20
p.m.               8:20 p.m.                -             11:30 p.m.                    PL

                     2I                      7:00 a.m.    -   12:00 noon                12:00 noon   -    12:30
p.m.              12:30 p.m.                -              3:30 p.m.
                                             3:30 p.m.    -    8:30 p.m.                 8:30 p.m.   -     8:50
p.m.               8:50 p.m.                -             11:30 p.m.                    PL



                     2J                      7:30 a.m.    -   11:30 a.m.                11:30 a.m.   -    12:00
noon              12:00 noon                -              4:00 p.m.
                                             4:00 p.m.    -    8:00 p.m.                 8:00 p.m.   -     8:20
p.m.               8:20 p.m.                -             MIDNIGHT                      PL

                     2K                      7:30 a.m.    -   12:00 noon                12:00 noon   -    12:30
p.m.              12:30 p.m.                -              4:00 p.m.
                                             4:00 p.m.    -    8:30 p.m.                 8:30 p.m.   -     8:50
p.m.               8:50 p.m.                -             MIDNIGHT                      PL

                     2L                      7:30 a.m.    -   12:30 p.m.                12:30 p.m.   -     1:00
p.m.               1:00 p.m.                -              4:00 p.m.
                                             4:00 p.m.    -    9:00 p.m.                 9:00 p.m.   -     9:20
p.m.               9:20 p.m.                -             MIDNIGHT                      PL

                     2M                      8:00 a.m.    -   12:00 noon                12:00 noon   -    12:30
p.m.              12:30 p.m.                -              4:30 p.m.
                                             4:30 p.m.    -    8:30 p.m.                 8:30 p.m.   -     8:50
p.m.               8:50 p.m.                -              0:30 a.m.                    PL

                     2N                      8:00 a.m.    -   12:30 p.m.                12:30 p.m.   -     1:00
p.m.               1:00 p.m.                -              4:30 p.m.
                                             4:30 p.m.    -    9:00 p.m.                 9:00 p.m.   -     9:20
p.m.               9:20 p.m.                -              9:30 a.m.                    PL

                     2O                      8:00 a.m.    -    1:00 p.m.                 1:00 p.m.   -     1:30
p.m.               1:30 p.m.                -              4:30 p.m.
                                             4:30 p.m.    -    9:30 p.m.                 9:30 p.m.   -     9:50
p.m.               9:50 p.m.                -              0:30 a.m.                    PL


                  PL (Paid Lunch)

                                                             D3 - Two Shift Operation with a Partial Crew on Night Shift

                  SCHEDULE
                        NO.                 REGULAR TIME                                LUNCH
REGULAR TIME

                     3A                      6:00 a.m.    -   10:00 a.m.                10:00 a.m.   -    10:30
a.m.              10:30 a.m.                -              2:30 p.m.
                                             2:30 p.m.    -    6:30 p.m.                 6:30 p.m.   -     6:50
p.m.               6:50 p.m.                -             10:30 p.m.                    PL
                                            10:30 p.m.    -    2:30 a.m.                 2:30 a.m.   -
2:50a.m.           2:50 a.m.                -              6:30 a.m.                    PL

                     3B                      6:00 a.m.    -   10:30 a.m.                10:30 a.m.   -    11:00
a.m.              11:00 a.m.                -              2:30 p.m.
                                             2:30 p.m.    -    7:00 p.m.                 7:00 p.m.   -     7:20
p.m.               7:20 p.m.                -             10:30 p.m.                    PL
                                            10:30 p.m.    -    3:00 a.m.                 3:00 a.m.   -     3:20
a.m.               3:20 a.m.                -              6:30 a.m.                    PL

                     3C                      6:00 a.m.    -   11:00 a.m.                11:00 a.m.   -    11:30
a.m.              11:30 a.m.                -              2:30 p.m.
                                             2:30 p.m.    -    7:30 p.m.                 7:30 p.m.   -     7:50
p.m.               7:50 p.m.                -             10:30 p.m.                    PL
                                            10:30 p.m.    -    3;30 a.m.                 3:30 a.m.   -     3:50
a.m.               3:50 a.m.                -              6:30 p.m.                    PL


                     3D                      6:30 a.m.    -   10:30 a.m.                10:30 a.m.   -    11:00
a.m.               11:00 a.m.               -              3:00 p.m.
                                             3:00 p.m.    -    7:00 p.m.                 7:00 p.m.   -     7:20
p.m.               7:20 p.m.                -             11:00 p.m.                    PL
                                            11:00 p.m.    -    3:00 a.m.                 3:00 a.m.   -     3:20
a.m.               3:20 a.m.                -              7:00 a.m.                    PL

                     3E                      6:30 a.m.    -   11:00 a.m.                11:00 a.m.   -    11:30
a.m.              11:30 a.m.                -              3:00 p.m.
                                             3:00 p.m.    -    7:30 p.m.                 7:30 p.m.   -     7:50
p.m.               7:50 p.m.                -             11:00 p.m.                    PL
                                            11:00 p.m.    -    3:30 a.m.                 3:30 a.m.   -     3:50
a.m.               3:50 a.m.                -              7:00 a.m.                    PL

                     3F                      6:30 a.m.    -   11:30 a.m.                11:30 a.m.   -    12:00
noon              12:00 noon                -              3:00 p.m.
                                             3:00 p.m.    -    8:00 p.m.                 8:00 p.m.   -     8:20
pm.                8:20 p.m.                -             11:00 p.m.                    PL
                                            11:00 p.m.    -    4:00 a.m.                 4:00 a.m.   -     4:20
a.m.               4:20 a.m.                -              7:00 a.m.                    PL




                    3G                       7:00 a.m.    -   11:00 a.m.                11:00 a.m.   -    11:30
a.m.              11:30 a.m.                -              3:30 p.m.
                                             3:30 p.m.    -    7:30 p.m.                 7:30 p.m.   -     7:50
p.m.               7:50 p.m.                -             11:30 p.m.                    PL
                                            11:30 p.m.    -    3:30 a.m.                 3:30 a.m.   -     3:50
a.m.               3:50 a.m.                -              7:30 a.m.                    PL

                     3H                      7:00 a.m.    -   11:30 a.m.                11:30 a.m.   -    12:00
noon              12:00 noon                -              3:30 p.m.
                                             3:30 p.m.    -    8:00 p.m.                 8:00 p.m.   -     8:20
p.m.               8:20 p.m.                -             11:30 p.m.                    PL
                                            11:30 p.m.    -    4:00 a.m.                 4:00 a.m.   -     4:20
a.m.               4:20 a.m.                -              7:30 a.m.                    PL

                     3I                      7:00 a.m.    -   12:00 noon                12:00 noon   -     0:30
p.m.               0:30 p.m.                -              3:30 p.m.
                                             3:30 p.m.    -    8:30 p.m.                 8:30 p.m.   -     8:50
p.m.               8:50 p.m.                -             11:30 p.m.                    PL
                                            11:30 p.m.    -    4:30 a.m.                 4:30 a.m.   -     4:50
a.m.               4:50 a.m.                -              7:30 a.m.                    PL


                  PL (Paid Lunch)
                                                             D3 - Two Shift Operation with a Partial Crew on Night Shift

                   SCHEDULE
                         NO.                REGULAR TIME                                LUNCH
REGULAR TIME


                     3J                      7:30 a.m.    -   11;30 a.m.                11:30 a.m.   -    12:00
noon              12:00 noon                -              4:00 p.m.
                                             4:00 p.m.    -    8:00 p.m.                 8:00 p.m.   -     8:20
p.m.               8:20 p.m.                -             MIDNIGHT                      PL
                                             MIDNIGHT     -    4:00 a.m.                 4:00 a.m.   -     4:20
a.m.               4:20 a.m.                -              8:00 a.m.                    PL

                     3K                      7:30 a.m.    -   12:00 noon                12:00 noon   -     0:30
p.m.               0:30 p.m.                -              4:00 p.m.
                                             4:00 p.m.    -    8:30 p.m.                 8:30 p.m.   -     8:50
p.m.               8:50 p.m.                -             MIDNIGHT                      PL
                                             MIDNIGHT     -    4:30 a.m.                 4:30 a.m.   -     4:50
a.m.               4:50a.m.                 -              8:00 a.m.                    PL

                     3L                      7:30 a.m.    -    0:30 p.m.                 0:30 p.m.   -     1:00
p.m.               1:00 p.m.                -              4:00 p.m.
                                             4:00 p.m.    -    9:00 p.m.                 9:00 p.m.   -     9:20
p.m.               9:20 p.m.                -             MIDNIGHT                      PL
                                             MIDNIGHT     -    5:00 a.m.                 5:00 a.m.   -     5:20
a.m.               5:20 a.m.                -              8:00 a.m.                    PL




                     3M                      8:00 a.m.    -   12:00 noon                12:00 noon   -    12:30
p.m.              12:30 p.m.                -              4:30 p.m.
                                             4:30 p.m.    -    8:30 p.m.                 8:30 p.m.   -     8:50
p.m.               8:50 p.m.                -              0:30 a.m.                    PL
                                             0:30 a.m.    -    4:30 a.m.                 4:30 a.m.   -     4:50
a.m.               4:50 a.m.                -              8:30 a.m.                    PL

                     3N                      8:00 a.m.    -    0:30 p.m.                 0:30 p.m.   -     1:00
p.m.               1:00 p.m.                -              4:30 p.m.
                                             4:30 p.m.    -    9:00 p.m.                 9:00 p.m.   -     9:20
p.m.               9:20 p.m.                -              0:30 a.m.                    PL
                                             0:30 a.m.    -    5:00 a.m.                 5:00 a.m.   -     5:20
a.m.               5:20 a.m.                -              8:30 a.m.                    PL

                     3O                      8:00 a.m.    -    1:00 p.m.                 1:00 p.m.   -     1:30
p.m.               1:30 p.m.                -              4:30 p.m.
                                             4:30 p.m.    -    9:30 p.m.                 9:30 p.m.   -     9:50
p.m.               9:50 p.m.                -              0:30 a.m.                    PL
                                             0:30 a.m.    -    5:30 a.m.                 5:30 a.m.   -     5:50
a.m.               5:50 a.m.                -              8:30 a.m.                    PL



                                                      - 57 -

                  PL (Paid Lunch)
                                                                             D4 - Three Shift Operation

                  SCHEDULE
                         NO.                REGULAR TIME                                LUNCH
REGULAR TIME

                     4A                      6:00 a.m.    -   10:00 a.m.                10:00 a.m.   -    10:20
a.m.              10:20 a.m.                -              2:00 p.m.                    PL
                                             2:00 p.m.    -    6:00 p.m.                 6:00 p.m.   -     6:20
p.m.               6:20 p.m.                -             10:00 p.m.                    PL
                                            10:00 p.m.    -    2:00 a.m.                 2:00 a.m.   -     2:20
a.m.               2:20 a.m.                -              6:00 a.m.                    PL


                     4B                      6:00 a.m.    -   10:30 a.m.                10:30 a.m.   -    10:50
a.m.              10:50 a.m.                -              2:00 p.m.                    PL
                                             2:00 p.m.    -    6:30 p.m.                 6:30 p.m.   -     6:50
p.m.               6:50 p.m.                -             10:00 p.m.                    PL
                                            10:00 p.m.    -    2:30 a.m.                 2:30 a.m.   -     2:50
a.m.               2:50 a.m.                -              6:00 a.m.                    PL


                     4C                      6:00 a.m.    -   11:00 a.m.                11:00 a.m.   -    11:20
a.m.              11:20 a.m.                -              2:00 p.m.                    PL
                                             2:00 p.m.    -    7:00 p.m.                 7:00 p.m.   -     7:20
p.m.               7:20 p.m.                -             10:00 p.m.                    PL
                                            10:00 p.m.    -    3:00 a.m.                 3:00 a.m.   -     3:20
a.m.               3:20 a.m.                -              6:00 a.m.                    PL


                     4D                      6:30 a.m.    -   10:30 a.m.                10:30 a.m.   -    10:50
a.m.              10:50 a.m.                -               2:30 p.m.                   PL
                                             2:30 p.m.    -    6:30 p.m.                 6:30 p.m.   -     6:50
p.m.               6:50 p.m.                -              10:30 p.m.                   PL
                                            10:30 p.m.    -    2:30 a.m.                 2:30 a.m.   -     2:50
a.m.               2:50 a.m.                -               6:30 a.m.                   PL

</TABLE>
                              A P P E N D I X ( E )
                            INSURANCE BENEFIT PROGRAM

Eligibility

Coverage  of  all  benefits,   with  the  exception  of,  weekly  indemnity  and
restorative dental coverage,  will commence the first of the month following the
date of  employment.  Weekly  Indemnity  and  restorative  dental  coverage will
commence after your probationary period which is 90 calendar days. For employees
who are recalled, after lay-off, all benefits shall commence on the first day of
the month following return to work.

Dependents
Dependents are defined as:

- the spouse of an employee.  Spouse includes the person to whom the employee is
legally  married,  or was legally married and is now legally  responsible,  or a
person of the  opposite sex with whom the employee is living as husband or wife.
In no event will more than one person be eligible for insurance as an employee's
spouse.  - unmarried  children  under 21 years of age who are  dependent  on the
employee for support.  This includes natural or legally adopted children who may
or may not be living in the employee's household. Also covered are step children
or any children related to the employee by blood or marriage  provided they live
in the  employee's  household  and  the  employee  is  financially  and  legally
responsible for them. - a mentally retarded or physically handicapped child over
the age of 21 and  who had the  condition  and  was  insured  as the  employee's
dependent  immediately  before the age of 21. - unmarried children over 21 years
of age  and in  fulltime  attendance  at a  school  or  university  and  who are
dependent upon the employee for support.

Cost of the Plan

The  Company  pays the  entire  cost of the  group  benefits  described  in this
agreement.

Claims All claims must be submitted through your administrator. Do not send them
directly to the insurance  company as this will only delay your  payment.  It is
the  employee's   responsibility   to  supply  any   information   necessary  to
substantiate a claim.  Unless otherwise specified the company will reimburse the
cost for required  medical  forms,  under the insurance  benefit  program,  to a
maximum of $35 per form. Life Insurance Your group life policy provides coverage
for  yourself  and  your  dependents.   Employee  coverage  $50,000  Dependent's
Insurance - Spouse $10,000 - each child $ 5,000 Coverage - 24 hour basis, on and
off the  job,  valid  anywhere  in the  world,  subject  to  policy  exclusions.
Beneficiary  In the event of a death from any cause  while the  insurance  is in
force, the amount of life insurance is payable to your estate,  or to the person
you have named as beneficiary. You may change the beneficiary by applying to the
Administrator,   subject  to  any  legal  requirements   affecting  such  right.
Disability  If you  become  unable to engage in any  gainful  employment  due to
sickness or injury,  your life insurance  will continue  during the time you are
disabled.  Proof of your total  disability  will be required  from time to time.
Conversion  At  termination  of employment  you may convert your life  insurance
regardless of health, to an individual policy at rates dictated by the insurance
company depending on your age at time of application. You have 31 days following
termination to elect this option,  otherwise the option is invalid. It should be
emphasized  that you are not offered any special rate,  therefore,  for your own
protection, you should check the rates of other insurance companies.




ACCIDENTAL DEATH AND DISMEMBERMENT INSURANCE

If one of the  following  losses  should  occur  within  one year  following  an
accident, payment will be made as follows:

FOR DEATH

-                                                     The principal sum which is
                                                                        $50,000
FOR DISMEMBERMENT
For the loss of or the loss of the use of:
-        both hands                                            The Principal Sum
-        both feet                                             The Principal Sum
-        the sight of both eyes                                The Principal Sum
-        one hand and one foot                                 The Principal Sum
-        one hand and the sight of one eye                     The Principal Sum
-        one foot and the sight of one eye                     The Principal Sum
-        speech and hearing in both ears                       The Principal Sum
-        quadriplegia                                          The Principal Sum
-        paraplegia                                            The Principal Sum
-        hemiplegia                                            The Principal Sum
-        loss of one arm                                3/4 of The Principal Sum
-        loss of one leg                                3/4 of The Principal Sum
-        loss of one hand                               1/2 of The Principal Sum
-        loss of one foot                               1/2 of The Principal Sum
-        loss of the entire sight of one eye            1/2 of The Principal Sum
-        hearing in both ears                           1/2 of The Principal Sum
-        loss of speech                                 1/2 of The Principal Sum
-        loss of thumb and index finger                 1/4 of The Principal Sum
-        loss of hearing in one ear                     1/6 of The Principal Sum

Of the losses not covered by this plan, the more important ones are:
-        suicide or self destruction or any attempt thereat
-        war, hostilities or riots
-        travel or flight in any aircraft other than as a conventional
          passenger.

If a claim is established for total disability,  the insurance will be continued
for the duration of total disability but not beyond your 65th birthday.  Written
notice of your claim must be received  within 30 days and written  proof of loss
must be received within 90 days after the loss. The beneficiary named under your
life insurance policy will be the same on this policy, unless stated otherwise.

DISABILITY INCOME PLAN

You will be  considered  totally  disabled  if you are  prevented  by illness or
injury  from  engaging in any gainful  occupation  for which you are  reasonably
suited by prior training, education or experience. You must be under the care of
a duly qualified  physician or surgeon licensed to practice  medicine.  Proof of
disability  will be required from time to time.  Forms will be issued to you for
completion  by  yourself  and  the  attending   physician.   On  termination  of
employment, disability coverage will cease as of that date.

Weekly Indemnity Benefits

Benefits  will be  provided  for a maximum 52 week  period in  conjunction  with
Employment  Canada.  The first 26 weeks of disablement is covered by the plan, a
maximum  of 15 weeks is  covered  by  Employment  Canada  (at UIC rates) and the
subsequent  11 weeks are covered by the plan.  Benefits will be paid by the plan
from the first day of an accident or hospitalization  and from the fourth day of
illness, as per schedule below: Effective January 1, 1998 $550 per week

Long Term Disability

Long term  disability  benefits will commence  after weekly  indemnity  benefits
expire.  Your long term disability  benefit is payable until age 65 or until you
return to active  employment  in the company,  terminate  employment or die. The
long term disability  benefits are as follows:  Effective January 1, 1998 $1,000
per month If you  return to active  full-time  employment  after  receiving  LTD
benefits and again become disabled due to the same  disability  within 6 months,
LTD benefits will begin immediately  without any waiting period. If a subsequent
disability  arises from causes entirely  unrelated to a previous  disability and
you have been back to work on a  full-time  basis for at least one month,  a new
waiting period will be established.


Benefits will not be payable for  disability  caused by  pregnancy,  intentional
self-inflicted  injuries,  by war,  riot or civil  commotion,  or by sickness or
injury  resulting  from  employment  for wage or profit other than by Prudential
Steel Ltd.

To assure prompt payment:

- obtain  forms from the  administrator  of the plan one month before the end of
your waiting period. - complete your portion of the forms. - have your physician
complete  forms  where  applicable.  - submit  required  forms  promptly  to the
administrator of the plan,  under no circumstances  later than 90 days after the
end of your waiting period.

ALBERTA HEALTH CARE

Basic health benefits are provided through Alberta Health Care. This plan covers
standard  hospital  accommodations  and doctors  charges up to the  approved fee
schedule for office,  home and hospital  visits.  This plan also covers hospital
services such as operating room, laboratory examinations,  drugs administered in
hospital, diagnostic and therapeutic treatments, X-rays and the services of some
paramedical practitioners such as chiropractors,  naturopaths, etc. Your Alberta
Health Care number is  required at time of  employment  in order to place you on
our group  account.  If you are new in the province,  or an employee  previously
registered as a dependent on your parents registration, a registration form will
have to be completed.  Hospital expenses incurred outside of Canada will have to
be paid directly by you. Your receipts will then be submitted to Alberta  Health
care for  payment,  and any unpaid  amount can be  submitted  to London Life for
reimbursement.  The  legislation  creating  medicare  prohibits  insuring excess
physicians'  fees,  commonly  known as extra  billing  and  hospital  user fees.
Consequently,  our supplementary  plans cannot insure these charges.  Income tax
regulations  require that the Company report,  as part of your income each year,
the premiums paid on your behalf for Alberta Health Care.

MAJOR MEDICAL

Your  major  medical  plan will pay  reasonable  charges  for the  following  if
medically necessary:

- by a licensed  hospital,  limited  to  semi-private  accommodations  including
out-patient charges, in Canada, and for a temporary period outside Canada in the
case of a resident of Canada who  requires  hospitalization  due to an emergency
while travelling or on vacation or because treatment is not available in Canada.
In all cases, charges by a chronic or convalescent hospital for a covered person
65 years of age or over, shall be excluded.  - for services rendered outside the
province of residence of the covered person, and excludes such services rendered
outside Canada except when such services are required due to an emergency  while
travelling  or on vacation or when  treatment is not  available in Canada,  by a
physician,  legally  licensed  to  practice  medicine,  in excess of the charges
allowed  under the health  insurance  plan of the  province of  residence of the
covered  person.  The maximum  amount  payable by the company for such  services
shall not exceed the amount  specified  in the fee  schedule of the  province of
residence of the covered  person  except in the case of an  emergency  while the
covered  person is travelling or on vacation or when  treatment is not available
in Canada when the amount payable shall be unlimited.

- for 90% of drugs and  medicines  which require the written  prescription  of a
physician or dentist for purchase, excluding the following: (a) food and dietary
supplements  (b)  cosmetic  or  hygienic  products  (c)  experimental  drugs and
medicines  (d)  drugs and  medicines  not  considered  by the  Canadian  Medical
Association  to be  therapeutically  useful - for  services  of a  chiropractor,
osteopath, naturopath, podiatrist, physiotherapist, speech therapist and masseur
but not to exceed  $15.00 per visit,  subject to a maximum of 20 visits for each
type of such  practitioner  per calendar  year for each  covered  person and for
services of a psychologist  not to exceed  $1,000.00 for each covered person per
calendar year.  Charges for services by any of the above  practitioners  who are
members of the College of  Physicians  and Surgeons  are paid by the  provincial
health  insurance plan. - for X-rays by a chiropractor  not to exceed $45.00 for
each covered person per calendar  year. - for surgery  performed by a podiatrist
not to exceed  $200.00 for each covered  person per calendar  year. - for visual
motor  therapy  by an  optometrist  not to exceed  $10.00 per  half-hour.  - for
services  of a dentist for the  excision of cysts and tumours and for  treatment
due to  accidental  injury to natural  teeth from an  external  blow,  excluding
biting  accidents,  provided  treatment  is  received  within  12  months of the
accident.  - for ambulance  service to the nearest  hospital where  treatment is
available. - for private duty nursing service in the home of the covered person,
and in hospital outside Canada if the covered person is a resident of Canada, by
a registered  graduate nurse not ordinarily resident in the home and not related
to the  covered  person,  provided  such  service  can be  performed  only  by a
registered graduate nurse and not by a person of lesser qualifications,  and was
certified as medically  necessary by the  attending  physician.  For any in-home
private duty nursing services only 75% of the charges incurred shall be included
as a covered  expense and the total amount  payable for such  charges  shall not
exceed  $5,000.00 for each covered person per calendar year. - for an artificial
eye, arm, hand, leg, foot, breast or orthopaedic  braces,  including repairs and
adjustments  or  replacement  if repair is not  possible,  or to  accommodate  a
growing child.  - for stump socks,  limited to six pair a year, for each covered
person. - for glasses or contact lenses following a cataract  operation  limited
to $100.00 for each eye once only.  - for oxygen and its  administration.  - for
rental of a standard wheelchair, crutches, hospital bed or iron lung recommended
and approved by a physician  legally  licensed to practise  medicine.  - for the
following items if recommended and approved by a physician  legally  licensed to
practice medicine; elastic stockings,  limited to two pair per calendar year for
each covered person, traction appliance,  spinal and abdominal medical supports,
varco  traction  kits,  belts and  similar  appliances,  neck  braces,  cervical
collars,  ileostomy or colostomy kits. - for orthopaedic shoes custom built, the
charge reduced by the cost of ordinary shoes,  and orthopaedic  modifications to
shoes are recommended and approved by a physician  legally  licensed to practise
medicine or by a podiatrist.  - hearing aids (no maximum coverage within reason,
but not  including  experimental  hearing  aids) once every  three (3) years.  -
Limitations & Exclusions - No payment shall be made for: - any covered  expenses
incurred by a  dependent  during a period of  hospital  confinement  which began
before the date such dependent became insured  hereunder.  This limitation shall
not apply to a child who became  insured as a dependent  at birth.  - medical or
other expenses in connection  with periodic  health  check-ups or  examinations,
travel for health,  dental or services other than those covered under this plan,
or  cosmetic  surgery.  - any injury or sickness  for which a covered  person is
entitled to indemnity or  compensation  under any Workers'  Compensation  Act or
comparable  legislative  or  insurance  provision.  - any  expenses  for which a
covered  person is not required to pay, or for any expense to which the employee
is entitled to reimbursement under any non-contractual arrangement, or under the
health  insurance  plan of the  province  in which the covered  person  resides,
whether or not such covered  person is insured  thereunder.  - any charges which
are not permitted to be insured.  - any injury or disease which resulted from an
act of war or hostilities of any kind. - any deterrent or similar fee charged by
a hospital  other than a chronic care  co-payment fee for a covered person under
65 years of age.


Claims

Written notice and  satisfactory  proof of the incurring of an expense for which
benefits are claimed  hereunder must be received by the  Administrator not later
than 90 days  following  the end of the  calendar  year in which the expense was
incurred.

DENTAL

AS  THE  FINAL  DETERMINATION  OF  DENTAL  WORK  REQUIRED  AND  COVERED  IS  THE
DETERMINATION OF THE INSURANCE CARRIER, IT IS RECOMMENDED THAT PRE-DETERMINATION
BE  COMPLETED  ON ANY DENTAL  WORK IN EXCESS OF $300.  The Health  Guard  Dental
Benefits pays up to: 100% of the reasonable  charges for basic dental  services,
and 50% of the reasonable charges for orthodontic and restoration  services;  as
provided by your dentist or licensed dental technician.

Covered expenses include:

BASIC 100%

- routine examinations (not more than one examination every six months) - x-rays
- fillings  other than  inlays and crowns -  extractions  - oral  surgery  which
includes procedures such as excision of cysts and tumours - cleaning and scaling
-  fluoride   treatments  -  periodontal  care  (treatment  of  gums)  excluding
periodontal prothesis  (splinting) and orthodontic  treatment  (repositioning) -
endodontics,  e.g.  root canal  therapy - space  maintainers  and  regainers for
missing primary teeth - rebasing and relining of dentures


ORTHODONTIC 50%

- orthodontic treatment (repositioning) and appliances up to a maximum of $2,500
per covered person per lifetime.

RESTORATIVE 50%

- inlays and onlays - crowns and bridges,  limited to once in every five years -
pontics (false tooth) - dentures (not duplicate  set),  limited to one set every
five  years - bridge  and  denture  repair - limited  to a maximum of $5,000 per
covered person per year


Payment  shall not exceed a portion of the amount  shown in the fee  schedule of
the  dental  association  of your  province  of  residence  when  treatment  was
provided.

Limitations and Exclusions - No payment shall be made for:

- expenses payable under any other provision of this policy. - expenses incurred
for cosmetic purposes except covered dental expenses for treatment  required for
correction  of damage  caused by  accidental  injury.  - expenses  for  services
received  because of dental  injury for which a covered  person is  entitled  to
indemnity or  compensation  under any Workers'  Compensation  Act or  comparable
legislative or insurance provision. - expenses for services received for which a
covered  person is not  required  to pay,  including  any  expenses  reimbursed,
assumed or allowed under any  non-contractual  plan,  scheme or  arrangement.  -
expenses in respect of any dental  injury which has resulted  from an act of war
or  hostilities  of any kind.  - expenses  for  services  for which  coverage is
provided for the covered person under any other insurance plan or policy, to the
extent of such coverage.

Claims

Dental  claim forms for each family  member must be completed by the dentist and
you. The form should then be submitted to the administrator of the plan. Written
notice  of any  expense  incurred  on  account  of which  benefits  are  payable
hereunder must be given to the Company within 30 days from the date such expense
was  incurred.  Written  proof  satisfactory  to the  Company of any  expense on
account of which benefits are claimed must be furnished to the Company within 90
days from the date such expense was incurred.

Vision Care

(a)                        Safety

One pair of safety  prescription  glasses per year will be supplied to those who
require them for their work.

This plan covers approved safety frames, lenses and dispensing fees to a maximum
of $85.00 for single vision and $100.00 for bifocal lenses.  The supplier of the
safety glasses shall be appointed by the Company.

(b)                        Family

One pair of  prescription  glasses or contact lens per family  member once every
two  years  to a  maximum  of $250  per  family  member  every  two  years.  The
administrator  will  supply  you with the  necessary  forms,  prices,  choice of
frames, and instructions, if required, on purchasing the glasses.

Eye Examination

Eye examinations not covered by Alberta Health Care will be covered to a maximum
of $55.00 per  examination  and shall be limited to one  examination per covered
person per year.

                              A P P E N D I X ( F )
                                TRADESMEN'S TOOLS

(a)  Employee-owned  hand tools which are broken in the  performance of work for
the Company  shall be replaced by the Company  upon  presentation  of the broken
tool to the Maintenance Foreman or the Electrical Foreman, as applicable, by the
employee  within the next working day  following  date of  breakage,  if, in the
opinion of the Maintenance  Foreman or the Electrical  Foreman,  as the case may
be, the tool was required for  performance  of work for the Company and the work
was  performed  in a careful and  workmanlike  manner  including  the use of the
proper tool for the job.

(b) In addition to (a) above,  a cash tool  allowance as set out below,  will be
paid on  completion  of one (1) year of service  and will be paid on the pay day
immediately  following May 31 of each year.  For  employees  working less than a
full year amounts will be pro-rated as at May 31.

1.  Machinists  $100.00  2.  Millwrights  $100.00  3.  Electricians  $ 50.00  4.
Maintenance  Welder $ 50.00 5. Fab. Welder $ 50.00 6. H.D.  Mechanic $100.00 (c)
Each  tradesman must supply his own hand tools as per each  department's  listed
requirement.






                              A P P E N D I X ( G )
                               PROTECTIVE CLOTHING

The Company will supply the following  protective  clothing under  conditions as
shown:

1. For  employees  whose  regular job is on the inside and who are  requested to
work outside  during their regular  shift,  without having been notified of such
before leaving for work when outside temperatures are +30 F or lower.

                  The Company will provide:
                  (a)      A winter lining for the safety helmet.
                  (b)      A pair of working gloves.
                  (c)      A heavy duty parka.
                  (d)      A heavy duty pair of pants.
                  (e)      A pair of winter boots.

This  clothing  must be turned in as soon as the  employee  is no longer  needed
outside.

2. For  employees  whose  regular job is on the inside and who are  requested to
work outside  during their regular  shift,  without having been notified of such
before  leaving for work when it is raining.  The Company  will  provide:  (a) A
waterproof  coat or suit. (b) A pair of overshoes.  This clothing must be turned
in as soon as it stops  raining or whenever  the  employee  is no longer  needed
outside.

3. For regular  outside  employees  who are required to work outside while it is
raining.  The Company will provide: (a) A waterproof coat or suit. This clothing
must be  turned  in as  soon as it  stops  raining.  None of the  aforementioned
clothing can be taken outside the Company premises.



                              A P P E N D I X ( H )
                                     LOCKERS

Full size lockers will be provided for all employees.


                              A P P E N D I X ( i )
                                  PENSION PLAN
                  U.S.W.A., L.U. 7226 and Prudential Steel Ltd.

The Company to amend the Pension Plan  effective  January 1, 1998 to incorporate
the  following  features  which  shall be made  part of the  renewed  Collective
Agreement.

1.                         Eligibility

All employees who are covered by the Collective Agreement have completed one (1)
year of service to become members with service credited from date of hiring

2.                         Funding

Non-contributory; Company to bear entire cost.

3.                         Normal (Unreduced Pension Benefits)

Employees will be eligible for an unreduced  basic pension at age 65 or after 30
years of  service.In  addition  to the basic  pension  described  above,  active
employees  with at least 30 years of  service  will be  eligible  for a  pension
supplement payable until the retiree's 65th birthday.

4.                         Monthly Pensions Payable

Effective  January 1, 1998,  the basic pension  benefit will be equal to $45 per
month  times  years of  service  with a maximum  credit of 35 years of  service.
Effective  January 1, 1998,  there shall be a basic pension benefit equal to $48
per month times years of service,  with a maximum credit of 35 years of service,
for those  employees who retire  between  January 1, 1998 and December 31, 2000.
Effective  January 1, 2001, the basic pension shall be equal to $45 per month as
listed above. Effective January 1, 1998, the pension supplement will be equal to
$20 per  month  times  years of  service  with a  maximum  credit of 30 years of
service.


5.                         Reduced Early Retirement Pension

(a) Basic Pension At the employee's sole  discretion,  after age 55, and with 10
or more years of service,  but less than 30 years of service,  the  employee may
retire  with a basic  pension  reduced  by 1/2 of 1% for  each  month  that  the
retirement  date precedes his 65th  birthday.  (b)  Supplemental  Pension At the
employee's sole discretion,  after age 55, and with 10 or more years of service,
but less than 30 years of service,  the employee may retire with a  supplemental
pension  reduced by 1/2 of 1% for each month that the  retirement  date precedes
his 65th birthday.

6.                         Vesting

Employees shall be fully vested in accrued basic pension  benefits after 5 years
of continuous  service.  Employees  terminating with vested basic pension rights
are entitled to a deferred vested pension payable at age 65.

7.                         Survivor Pension

The  surviving  spouse of an employee who dies after  becoming  eligible for any
form of basic  pension  benefit  under this Plan (whether he is retired or still
employed by the employer), shall receive a monthly pension for life equal to 60%
of the basic pension,  which the deceased  spouse was  receiving,  or would have
been  entitled  to receive,  assuming  the date of his death had been his normal
retirement date for the purpose of this Plan.

8.                         Credited Service

There will be two types of  credited  service  for the  purpose  of  calculating
benefits under the Plan:  (a) Past Services:  All service with the Company up to
the  effective  date of this  Plan.  (b)  Current  Service:  Service  after  the
effective  date of this Plan to be calculated  in years and tenths of years,  as
follows:  - Any year in which an employee  receives 1,900 credited hours or more
shall  constitute  one year of credited  service.  - Where an employee has fewer
than 1,900  credited hours to his credit during a year he shall be credited with
1/10 year of service for each 190 credited hours.  Credited hours shall be meant
to include:

1. Hours for which wages are received from the Company including  vacation hours
and statutory holidays. 2. Hours the employee would normally have received while
receiving weekly indemnity benefits of the Workers'  Compensation  Board, or the
Company's  Insurance  Welfare  Program,  while in the employ of the Company.  3.
Hours the  employee  would  normally  have  received  while on  temporary  Union
business (not Union Employment).

9.       Pension Committee

The Union shall appoint a Pension Committee. It is agreed that the Union Pension
Committee  shall be  supplied  with:  -  Pension  Plan  statistics;  -  Periodic
financial and actuarial  reports on the Plan; - Verification of service credits.
The Pension  Agreement will provide for final  settlement by an  arbitrator,  if
necessary, if disputes arise within the Pension Plan.


APPENDIX (J)                                                X DESIGNATES 30 DAYS
LINES OF PROGRESSION                                       2X DESIGNATES 60 DAYS
    PRODUCTION                                             3X DESIGNATES 90 DAYS

     APPENDIX (J)                                           X DESIGNATES 30 DAYS
LINES OF PROGRESSION                                       2X DESIGNATES 60 DAYS
   QUALITY CONTROL                                         3X DESIGNATES 90 DAYS


    APPENDIX (J)                                            X DESIGNATES 30 DAYS
LINES OF PROGRESSION                                       2X DESIGNATES 60 DAYS
       YARD                                                3X DESIGNATES 90 DAYS

--------------------------------------------------------------------------------
[OBJECT OMITTED]
--------------------------------------------------------------------------------
   APPENDIX (J)                                             X DESIGNATES 30 DAYS
LINES OF PROGRESSION                                       2X DESIGNATES 60 DAYS
 OIL COUNTRY GOODS                                         3X DESIGNATES 90 DAYS




                                                APPENDIX K
Emergency Procedures
ALL SUPERVISORS AND/OR LEADHANDS

-        Proceed to designated building evacuation area.

- Confirm that all your personnel are at the evacuation area and notify the area
evacuation officer as to whether or not all your personnel are at the evacuation
area and who is missing, if any.

                                                    APPENDIX L
                                  SUPPLEMENTAL UNEMPLOYMENT BENEFIT PLAN

ARTICLE 1 - DEFINITIONS

1. "Accounting Period" means a calendar month.

2.  "Bargaining  Unit"  means  the  unit or units of  employees  covered  by the
Collective Agreement.

3. "Regular  Benefit"  means such weekly benefit as is payable under Article VII
of the Plan to an eligible  employee  for a week of layoff in which he performed
no work for the Company,  and received no Jury Duty,  Bereavement or similar pay
from the Company.

4. "Board" means the Board of Administration provided for in Article IX hereof.

5. "Break in Seniority" means any break in or loss of seniority  pursuant to the
terms of the Collective Agreement.

6. "Collective  Agreement" means the currently  effective  Collective  Agreement
between the Company and the Union.

7. "Company" means Prudential Steel Ltd.

8.  "Compensated  or  Available  Hours"  for a week shall be the sum of: (a) all
basic shift hours for which an employee  receives pay from the Company;  (b) all
hours  scheduled or made available to the Employee by the Company but not worked
by the  Employee,  after  reasonable  notice  has  been  given  to the  Employee
(including  any  period on leave of  absence);  (c) all hours not  worked by the
Employee which are attributed to absenteeism of other  employees;  (d) all hours
represented by vacation pay, paid pursuant to the Collective  Agreement,  on the
basis that 40 hours,  or such fewer hours for which  vacation pay was  received,
shall be applicable to the first vacation week to which the Employee is entitled
under the Collective Agreement and the remainder of such vacation hours, if any,
shall be applied to any additional week of Company designated  vacation received
by the Employee. 9. "Credit Unit" means a unit credited to an Employee under the
plan.

10. "Employee" means an employee in the Bargaining Unit covered by the Plan. Use
of the  masculine  gender in this  Plan  shall be  deemed  to also  include  the
feminine.

11.  "Employee in Active  Service"  means an employee who has performed any work
for which he has drawn pay in any pay period.

12. "Fund" or "Trust Fund" means the trust fund established  under Article II of
the Plan from which Benefits may be payable to Employees.

13. "Hours  Credited"  means:  (i) paid clock hours actually worked by employees
(ii) paid hours of vacation taken but not in excess of 40 hours per week of such
vacation (iii) paid holidays not worked; paid call-in hours not worked (iv) paid
hours not  worked on the day of an injury on the job (v) paid  hours not  worked
while  serving on jury duty (vi) regular shift hours not worked while absent due
to sickness or accident for which the employee  has been  compensated  under the
Workmen's  Compensation  Act or the Weekly  Indemnity  Plan (vii)  regular shift
hours not worked by an employee while on Union business.  (It is understood that
there shall be no duplication of hours counted under the foregoing provisions).

14. "Plan" means the Supplemental Unemployment Benefit Plan as set forth in this
Agreement.

15. "Plant" means any of the company's operations.

16. "Regular Shift Hours Worked" means hours actually worked by employees.

17.  "Seniority"  means  seniority  status  under  the  terms of the  Collective
Agreement.  18. "Standard Hourly Rate" means the rate assigned in the Collective
Agreement to the job classification in which the employee is working, (i) in the
case of a regular benefit, the straight time hourly rate on his last day of work
in the  Bargaining  Unit  (ii) in the case of a short  work  week  benefit,  the
highest straight time hourly rate paid the employee while in the Bargaining Unit
during the pay period in which the short work week occurs.

19.  "Supplementation"  means  the  receiving  by a laid  off  employee  of both
Unemployment  Insurance and Weekly  Supplemental  Benefit under the Plan for the
same week of layoff at  approximately  the same time and  without  reduction  of
Unemployment Insurance because of the payment of the Weekly Supplemental Benefit
under the Plan.

20.  "Trustee"  means the trustee or trustees of the Trust Fund as provided  for
under Article II of this Plan.

21. "Unemployment  Insurance" means any system of programme established pursuant
to any law of  Canada  for  paying  benefits  to  persons  on  account  of their
unemployment under which an individual's eligibility for benefit payments is not
determined  by   application  of  a  "means"  or   "disability"   test,  and  an
"unemployment  insurance  benefit"  means a benefit  payable under  Unemployment
Insurance.

22.  "Union"  means the  United  Steelworkers  of America on behalf of its Local
7226.

23. "Weekly  Supplemental  Benefit" means the weekly benefit  provided for under
Article VII of the Plan.

24.  "Week" or "Full  Week",  when used in  connection  with a period of layoff,
means, (i) a period of layoff  equivalent to a work week or (ii) a work week for
which an employee,  although  working all of the hours of work made available to
him during  such week,  shall not receive  pay from the  Company  sufficient  in
amount to disqualify him for a Benefit under this Plan.

25. "Weekly  Straight Time Pay" means an amount equal to an employee's  Standard
Hourly Rate (plus any applicable out-of-line  differential in effect at the time
of  computation  of the Regular  Benefit,  but excluding all other  premiums and
bonuses of any kind) multiplied by 40.

26.  "Weekly  After Tax Pay" means the amount of an employee's  Weekly  Straight
Time Pay reduced by the sum of all federal,  provincial and municipal  taxes and
contributions  which would be required to be collected,  deducted or withheld by
the  Company  from a regular  weekly  wage of such amount if paid to him for the
last Pay Period he worked in the Bargaining Unit.

27.  "Work  Week" or "Pay  Period"  means a period  of 168 hours  covering  work
performed on any shift  commencing at or after 12:01 a.m. Sunday and up to 12:00
midnight the following Saturday.

ARTICLE II - ESTABLISHMENT OF FUND

The Company shall, in accordance  with the Plan,  establish and maintain a Fund,
with a qualified Trust Company selected by the Company as Trustee. The Company's
contributions  shall be made into the Fund,  the assets of which  shall be held,
invested and applied by the Trustee,  all in accordance with the Plan.  Benefits
shall be payable only from the Fund. All assets of the Fund shall be held by the
Trustee in cash or  investments  in which the  Trustee is  authorized  to invest
trust funds.  The Fund shall be  administered  in accordance with the terms of a
trust agreement which shall be entered into between the Company and the Trustee.

ARTICLE III - PERCENTAGE POSITION OF FUND

Section 1 - Percentage Position of Fund

The Company shall determine for each accounting period a Percentage  Position of
the  Fund,  (hereinafter  called  the  Percentage  Position  of the  fund).  The
Percentage Position of the fund for a particular  accounting period shall be the
percentage  of the market value of the total assets in the Fund, as certified by
the Trustee as of the close of business on the Friday preceding the first Sunday
of such  accounting  period,  as it relates to the Fully Funded  Position of the
fund for such accounting  period as determined by the Company in accordance with
the  provisions of this section.  The Fully Funded  Position of the fund for any
such accounting period shall be determined by multiplying $867 by the sum of (i)
the number of employees in active service; and (ii) the number of employees laid
off from work and having Credit Units, who are not included in (i), both numbers
to be determined as of the latest  closed  payroll  period for which the figures
are available  prior to the first Sunday of the accounting  period for which the
Fully   Funded   Position  is  being   determined.   Section  2  -  Finality  of
Determinations  No  adjustment  in the Fully Funded  Position or the  Percentage
Position  of the Fund shall be made on account  of any  subsequently  discovered
error in the computations or the figures used in making the computations, except
(i) in the case of an  error  in bad  faith,  or (ii) in the  case  where  after
discovery of any error adjustment is feasible.

ARTICLE IV - CONTRIBUTIONS BY COMPANY

Section 1

Effective  January 1, 1998,  the Company shall make a  contribution  to the fund
equal to ten (10 cents)  multiplied  by the total number of regular  shift hours
worked by all employees for such pay period.

Section 2 - When Contributions are Payable

The  contribution  by the Company  shall be made within four weeks of the end of
the accounting period with respect to which such contributions are being made.

ARTICLE V - ELIGIBILITY FOR BENEFITS

Section 1 - Application for Benefits

No  employee  may  receive a Benefit  unless he shall have made due  application
therefore in accordance with the procedures established hereunder and shall have
met the eligibility requirements of Section 2 of this Article.

Section 2 - Eligibility

Effective  January 1, 1998, and subject to the other provisions of this Plan, an
applicant  shall be  eligible  for  Regular  Benefit  only if,  pursuant  to the
provisions of the Collective  Agreement,  he is laid off from  employment in the
Bargaining  Unit  for the  work  week,  as  defined  in  Article  I,  for  which
application is made, and,

(a) such layoff was not for  disciplinary  reasons and was not a consequence  of
(i) any strike,  slowdown,  work stoppage,  picketing or other concerted  action
involving  employees or (ii) any war or hostile act of a foreign  power (but not
government  regulations  or controls  connected  therewith) or (iii) sabotage or
insurrection.

(b) with respect to such week the applicant:

1. has to his credit at least  one-half  (.50) Credit Unit: 2. has registered at
and complied with the reporting  requirements of an employment office maintained
by  Unemployment  Insurance  and has not failed or refused to accept  employment
deemed  suitable by Unemployment  Insurance,  in accordance with the regulations
thereunder.  3. has received an Unemployment  Insurance  benefit for the week in
which the member is claiming a benefit  under this plan:  (i) only  Unemployment
Insurance  benefits  received as a result of layoff from  Prudential  Steel ltd.
shall be considered as fulfilling the eligibility requirements of this plan (ii)
other  Unemployment  Insurance benefits such as training  allowances,  maternity
leave or sick benefits shall not be considered  eligible under this plan. 4. has
not refused to accept work when recalled  except as permitted by the  provisions
of the  Collective  Agreement.  5. was not  receiving or claiming any  statutory
benefit  or any  accident  or  sickness  benefit  under the terms of the  Weekly
Indemnity Plan or other disability benefit,  (other than a survivor's  allowance
under  Workmen's  Compensation  laws or a  disability  benefit  which  he was in
receipt of while in active employment with the Company prior to layoff).  6. did
not  receive  any  unemployment  benefit  from or under  any  contract,  plan or
arrangement of any other employer,  and was not eligible for such a benefit from
or under any contract,  plan or  arrangement  of any other employer with whom he
has greater seniority than with the Company.  7. is eligible for a Benefit under
the Plan of at least $25 per week.

Section 3 - Disputed Claims for Benefits under

Unemployment Insurance

With respect to any week for which an applicant for a Benefit under the Plan has
been  denied a  benefit  under  Unemployment  Insurance  (except  for one of the
reasons set forth in Section  2(b)(3) of this  Article) and such denial is being
appealed  by the  applicant  through  the  procedure  provided  therefore  under
Unemployment   Insurance,   there  shall  be  no  consideration  given  to  such
application for Benefit under the Plan unless and until his appeal for a Benefit
under Unemployment Insurance with respect to such work has been allowed.

ARTICLE VI - CREDIT UNITS

Section 1 - Accrual of Credit Units

(a) Credit  Units shall have no value in terms of either time or money but shall
be a means of determining  duration of benefits under the varying  circumstances
prevailing  from time to time.  Credit Units shall be credited to an employee at
the rates specified in subsection (b) of this section, provided that:

1. no employee may have to his credit in the aggregate at any one time more than
39 Credit Units under the Plan,  and 2. no employee  shall be credited  with any
Credit  Units prior to the first day as of which he (i) had at least one year of
seniority and (ii) is an Employee in Active Service in the Bargaining  Unit, but
as of such day he shall be credited  with Credit  Units based upon his work week
subsequent to date of hiring or January 1, 1991, whichever is later.

(b) Credit  Units shall be  credited  at the rate of one-half  (.50) of a Credit
Unit for each full work week  commencing  on or after  January 1, 1991.  For the
purpose of accruing Credit Units under this subsection,  a full work week for an
employee means a work week in which his hours credited are 31 or more.

Section 2 - Forfeiture of Credit Units

An employee shall forfeit  permanently all Credit Units with which he shall have
been  credited  if at any time (i) he shall incur a break in his  seniority,  or
(ii) he shall  wilfully  misrepresent  any material fact in  connection  with an
application by him for Benefits under the Plan.

ARTICLE VII - AMOUNT OF REGULAR BENEFITS

Section 1 - Weekly Supplemental Benefits

Regular  Benefit

The Weekly  Supplemental  Benefit  payable to any  eligible  applicant  shall be
$50.00 less the amount of any wage or  remuneration  earned by the  applicant in
such week.

Section 2 - Insufficient Credit Units for Full Benefit

If an eligible applicant shall have available a number of Credit Units less than
those  required for the full amount of the Weekly  Supplemental  Benefit for any
week, he shall receive a proportionate amount of the Weekly Supplemental Benefit
to which his Credit  Units would  entitle  him on the pro rata  basis,  but such
proportionate amount of benefit must be in an amount of at least $25.00.

Section 3  - Withholding Tax

The Trustee  shall deduct from the amount of any Benefit as computed  under this
Plan any amount  required to be withheld by the Trustee or the Company by reason
of any law or  regulation  for  payment of taxes or  otherwise  to any  federal,
provincial or municipal government.

ARTICLE VIII - DURATION OF BENEFITS

Section 1 - Number of Weeks of Benefits

The  number  of weeks for  which an  eligible  applicant  shall  receive  Weekly
Supplemental  Benefit  payments  shall be determined by the number of his Credit
Unit  and  the  current   Percentage   Position  of  the  Fund.   Following  the
implementation  of this Plan on  January  1, 1991,  there  shall be no  benefits
payable  until  the  Percentage  Position  of the Fund  reaches  at  least  25%.
Thereafter the full Conversion Table shall apply.

Section 2 - Cancellation of Credit Units

The number of Credit  Units to be  cancelled  for the regular  benefit  shall be
determined by (i) the seniority of the employee to whom such benefit is paid and
(ii) the  Percentage  Position  applicable to the week for which such benefit is
paid, in accordance with the following table:

                                             CONVERSION TABLE
If the Percentage                                      And if at the date of the
Position of the                                       seniority of the person to
Fund Applicable                                    whom such Benefit is paid is:
to the week for
which such                                             1 to 5            5 to 10
                                                            10 to 1515 years
Benefit is                                              Years             Years
                                                       Years            and over
paid is:
                           The Credit Units cancelled for such Benefit shall be:
75% or over                                                                 1.00
                                                          1.00              1.00
                                                          1.00
65 - 74.99                                                                  1.25
                                                          1.00              1.00
                                                          1.00
55 - 64.99                                                                  1.50
                                                          1.25              1.00
                                                          1.00
45 - 54.99                                                                  1.75
                                                          1.50              1.25
                                                          1.00
35 - 44.99                                                                  2.00
                                                          1.75              1.50
                                                          1.25
25 - 34.99                                                                  2.50
                                                          2.00              1.75
                                                          1.50
15 - 24.99                                                                  3.00
                                                          2.25              2.00
                                                                            1.75
under 15%                                           No Benefit Payable


ARTICLE IX - ADMINISTRATION

Section 1 - General

(a) The  determination of the eligibility of any applicant for a Benefit and the
payment of such Benefit shall be made in accordance  with the provisions of this
Article.  (b) The Company shall determine the eligibility of any applicant for a
Benefit  and the  manner of  payment  of such  Benefit,  subject to the right of
appeal by the applicant as herein set forth.

Section 2 - Application for a Benefit

(a) The Company shall  establish  reasonable  rules,  regulations and procedures
concerning the times and locations at the Plant at which  employees  desiring to
establish  eligibility  for and/or to apply for a Benefit may report in order to
comply with the  eligibility  requirements  of the plan and concerning the form,
content, and substantiation of application for Benefits. (b) An applicant may be
required to exhibit his unemployment  insurance benefit cheque for the week with
respect to which application is made or to exhibit other  satisfactory  evidence
of receipt of an Unemployment  Insurance Benefit. (c) In addition,  an applicant
may be required to state in writing,  (i) whether he received or was entitled to
receive  any  benefit  from any  source  other  than the Plan for the week  with
respect to which application is made, and, if so, the source and amount thereof;
(ii) the  amount of any  earnings  during  such  week;  and (iii)  such  further
evidence and  information  as the Company may deem  necessary  to determine  his
eligibility for a Benefit.

Section 3 - Determination of Eligibility - Payment Procedure

(a) When an  applicant  files an  application  for a Benefit and  furnishes  the
evidence  and  information  required  to be  furnished  under  Section 2 of this
Article,  the Company shall determine within five working days whether a Benefit
is payable to him and, if so, the amount thereof.  (b) If the Company determines
that a Benefit is payable,  it shall within five working days arrange payment by
the Trustee.  (c) If the Company or the Board  determines that any Benefits paid
under the Plan  should  not have been paid or should  have been paid in a lesser
amount (as a result of a subsequent  disqualification for Unemployment Insurance
Benefits or otherwise),  written notice thereof shall be mailed to the recipient
and he shall return the amount of overpayment to the Trustees. If such recipient
shall fail to return such amount  promptly  the  Trustee  shall  arrange for the
amount of  overpayment  to be reimbursed to the Fund by making a deduction  from
future Benefits otherwise payable to such recipient or by requesting the Company
to make a  deduction  from  compensation  and in such event shall pay the amount
deducted to the Trustee,  and advise the Board of such action.  At such times as
such  overpayment is recovered by the Fund, the number of Credit Units,  if any,
theretofore  cancelled  with respect to such  overpayment  of benefits  shall be
restored to such employee,  subject to the provisions of Article VI. (d) Payment
of  Benefits  under the Plan  shall be made by,  and the  return of  amounts  of
overpayment shall be made to, the  representative of the Trustee appointed by it
for such purpose. Such representative may be a person or persons employed by the
Company.  (e) If the Company  determines  that an applicant is not entitled to a
benefit for which he has applied, it shall send prompt written notice thereof to
him by registered mail.

Section 4 - Powers and Authority of the Company

The  Company  shall  have  such  powers  and  authority  as  are  necessary  and
appropriate in order to carry out its duties hereunder,  but not limited to, the
following:

(a) To obtain from employees, the Trustee, and elsewhere such information as the
Company  shall deem  necessary in order to carry out its duties under this Plan.
(b) To investigate the correctness of information furnished by any applicant for
a Benefit. (c) To make appropriate  determinations pursuant to this Article. (d)
To establish appropriate procedure for giving notices required to be given under
this Plan. (e) To establish and maintain necessary records.

Section 5 - Board of Administration

         (a)      Composition and Procedure:


1. There shall be  established  a Board of  Administration  consisting  of three
Company  appointed  representatives  and three Union  appointed  representatives
hereinafter  referred  to  respectively  as the  Company  Members  and the Union
Members.  In the  event of a  deadlock  in  voting on the  Board,  an  impartial
Chairman may be selected by mutual  agreement of the Company and Union  Members.
If no agreement  can be reached,  the  Chairman  shall be appointed by the Dist.
Dir. - USWA at the  request of either the  Company or the Union.  The  impartial
Chairman  shall be considered a member of the Board and shall attend and vote at
meetings of the Board only with  respect to a matter  before the Board under the
Plan which the  Company  and Union  Members are unable to dispose of by majority
vote.  2. (i) The Company and the Union may appoint an alternate for each Member
who may replace the respective  Member at any meeting which the Member is unable
to attend.  (ii) Either the Company or the Union at any time may remove a Member
or  alternate  appointed by it and may appoint a Member or alternate to fill any
vacancy  among the Members or  alternates  appointed by it. Both the Company and
the  Union  shall  notify  each  other in  writing  of the names of  Members  or
alternates  respectively appointed by them before any such appointments shall be
effective.  3. To  constitute a quorum for the  transaction  of business,  there
shall be  required  to be present at any meeting of the Board at least two Union
Members and two Company  Members.  Decisions of the Board shall be by a majority
of the votes cast. 4. The Board shall not maintain any separate office or staff.
The Company and the Union shall each be responsible for furnishing such clerical
and  other  staff  assistance  as its own  representative  members  of the Board
respectively shall require. Copies of all appeals,  reports, and other documents
to be filed with the Board pursuant to the Plan shall be filed in duplicate, one
copy to be sent to the Company members at the address designated by them and the
other to the Union  Members at the address  designated  by them.  (b) Powers and
Authority of the Board: 1. The Board shall be empowered and authorized and shall
have jurisdiction, (i) to hear and determine appeals pursuant to this Article;
(ii) to  prescribe  the form and  content of  appeals  to the Board  established
pursuant to Section 6 of this  Article  and such  detailed  procedure  as may be
necessary  with  respect to the  filing of such  appeals;  (iii) to require  the
Company to  authorize  the  Trustee  to make  payment of  Benefits  pursuant  to
determinations  made by the Board;  (iv) to require the Company to authorize the
Trustee to make  payment of  expenses  of the Board which under the terms of the
Plan are to be paid from the  Fund;  (v) to  perform  such  other  duties as are
expressly conferred upon it by the Plan.


2. Nothing in this Article  shall be deemed to give the Board the power,  (i) to
prescribe in any manner internal  procedures or operations of either the Company
or the Union nor (ii) to add to, subtract from, or modify the provisions of this
Plan.  All  majority  decisions  of the  Board  shall be final  and  binding  on
employees, the Union, and the Company.

Section 6 - Appeals from Company Determination

(a) Appeal Procedure: 1. An appeal must be filed by an applicant in writing with
the Board  within  ten (10) days from the date the  employee  is  notified  of a
decision made by the Company.  2. A meeting of the Board of  Administration,  as
provided in the Supplemental  Unemployment  Benefit Plan, will take place within
ten (10)  days  from the  receipt  of a  written  appeal.  3. An  appeal  may be
withdrawn  by  the  applicant  before  the  Board  has  made  a  decision.   (b)
Applicability of Appeals Procedure:


1. Only the appeals  procedure set forth in this Section may be employed for the
purpose of the Plan.  An appeal  hereunder  shall not be used nor deemed to be a
substitute  for a protest or appeal  under  appropriate  Unemployment  Insurance
procedures of a denial of an Unemployment Insurance Benefit.

2. In acting on appeals  under this  Section,  the Board  shall have no power to
determine questions arising under the Collective Agreement, even though relevant
to the issues before the Board.  All such questions shall be determined  through
the regular procedures provided therefore by the Collective  Agreement,  and all
determinations made pursuant to such agreement shall be accepted by the Board.

Section 7 - Cost of Administering the Plan

(a)  Expenses of the  Trustee:  The costs and  expenses  incurred by the Trustee
under the Plan shall be  charged to the fund.  (b)  Expenses  of the Board:  The
compensation  paid  to the  impartial  Chairman  of the  Board  as  well  as any
necessary  expenses of the Board for the performance of its functions  specified
in the Plan  shall be borne by the  Fund.  The  Company  members  and the  Union
members of the Board shall serve without compensation from the Fund. (c) Cost of
Company  Administrative  Services:  The Company shall bear the costs of services
performed by it in the  administration of this plan and shall not be entitled to
reimbursement from the fund for such costs.

Section 8 - Reports

         (a)      Reports by the Company:

1. The Company shall notify the Board and the Union with  reasonable  promptness
of the  Percentage  Position of the Fund as determined by it in accordance  with
the provisions of Article III, and shall furnish a statement  showing the number
of Employees in Active  Service and the number of laid off employees with Credit
Units used in the computation.


2. Within 90 days  following  the end of each calendar  year,  the Company shall
furnish to the Union a statement  showing the number of Employee  Regular  shift
hours on which Company's contributions to the Fund during each accounting period
of such year have been based.

3. The  Company  will  comply  with  reasonable  requests by the Union for other
statistical  information  on the  operation  of the Plan which the  Company  has
compiled.

         (b)      Reports by the Trustee:

1.  Within  ten (10) days  after the  commencement  of each  accounting  period,
beginning  with the  accounting  period in which the Company shall have made its
first  contribution  under the Plan, the Trustee shall be required to furnish to
the Board,  the Union,  and the Company a statement  showing Trust Fund receipts
during the preceding accounting period.

2. Not later than the 10th (tenth) day of each accounting  period  following the
first  Anniversary  Date, the Trustee shall furnish to the Board, the Union, and
the  Company,  (i) a statement  showing the total market value of the Fund as of
the close of business on the Friday  following  the last Monday of the preceding
accounting period;  and (ii) a statement showing the amounts,  if any, paid from
the fund during the preceding accounting period.

ARTICLE X - MISCELLANEOUS
Section 1 - Liability

(a) The  provisions of Article IV of the Plan express  completely  the Company's
obligation  with respect to financing the Plan and  providing for Benefits,  and
neither  the Union nor any  employee  shall  call  upon the  Company  to make or
provide for any benefit or payment  beyond the  provisions  of the Plan,  in the
event the Fund should prove  insufficient  to pay Benefits which might otherwise
be payable under the Plan. (b) The Board,  the Company,  the Union,  the Trustee
and  each of  them  shall  be  entitled  to rely  upon  the  correctness  of any
information  furnished  to it by an  authorized  representative  of  any  of the
others; and none of them shall be liable because of any act or failure to act on
the part of any of the others,  except that  nothing  herein  shall be deemed to
relieve any such individual from liability for his own fraud or bad faith.


Section 2 - Rights and Responsibilities

Neither the rights of the employees as set out in the Collective Agreement,  nor
the Company's  right to discipline or discharge  shall be enlarged or limited by
reason of any provision of this Plan. The Plan shall not be deemed in any way to
enlarge, qualify, limit or alter the Management  responsibilities of the Company
as set forth in the Collective Agreement.

Section 3 - No Vested Interest

No employee shall have any right,  title, or interest in or to any of the assets
of the Trust Fund or to any Company contribution  thereto,  except to the extent
provided for by this Plan.

Section 4 - To Whom Benefits are Payable under Certain Conditions

Benefits  shall  be  payable  hereunder  only  to the  person  who  is  eligible
therefore,  except  that if the Board shall find that such person is deceased or
is unable to manage his affairs for any reason, any Benefit otherwise payable to
him shall be paid to his duly appointed legal  representative,  if there be one,
or if not, to the spouse, parents, children, or other relatives or dependents of
such person as the Board in its discretion  may determine,  and any such payment
so made shall be a complete  discharge  of any  liability  with  respect to such
Benefit.  In the case of death,  no Benefit shall be payable with respect to any
period following the last full day of layoff immediately  preceding the person's
death. Such benefit shall be prorated if a partial week is involved.

Section 5 - Non-Alienation of Benefits

No  benefit  shall  be  subject  in  any  way  to  alienation,  sale,  transfer,
assignment,  pledge,  attachment  garnishment,  execution, or encumbrance of any
kind and any attempt to accomplish the same shall be void. In the event that the
Board shall find that such an attempt has been made with respect to any benefit,
the Board in its sole  discretion may request the Company to direct  application
of the amount of such benefit to such employee, his spouse,  parents,  children,
or other  relations  or  dependents  as the  Board may  determine,  and any such
application shall be a complete  discharge of any liability with respect to such
benefit.

Section 6 - Status of Person Receiving Benefits

Neither the Company's contributions nor any benefit paid under the Plan shall be
considered a part of any employee's wages for any purpose, other than for Income
Tax purposes. No person who receives any Benefit shall for that reason be deemed
an employee of the  Company  during such period nor shall he thereby  accrue any
greater right to participate  in, accrue  credits or receive  benefits under any
other Employee Benefit Plan to which the Company contributes than he would if he
were not receiving such benefit.

Section 7 - Amendment and Termination of the Plan

(a) So long as any  Collective  Agreement  between  the  Company  and the  Union
concerning the Plan shall remain in effect, including the period of time covered
by the Collective Agreement, the Plan shall not be amended, modified,  suspended
or terminated.  Upon  Termination of such Agreement,  the Company shall have the
right to continue the Plan in effect or to modify,  amend, suspend, or terminate
the Plan once it has the agreement of the Union. (b) Upon any termination of the
Plan,  the  assets  then  remaining  in the fund  shall be subject to all of the
applicable  provisions  of the Plan  then in effect  and  shall be issued  until
exhausted  to pay  expenses of  administration  and to pay  benefits to eligible
applicants  laid off, or  thereafter  laid off, in the order,  each week, of the
respective dates as of which they were laid off, in which event the provision of
the last  line of the table in  Section 2 of  Article  VIII  with  respect  to a
Percentage Position of less than 25% (twenty-five percent) shall apply until the
Fund shall be exhausted. Following the effective date of such termination of the
Plan,  after all  benefits  have been paid that  employees  may be  eligible  to
receive under the provisions of this plan, the remaining funds of the Plan shall
revert to the Company. (c) The Company shall notify Human Resources  Development
Canada of any changes or  amendments to this Plan within 30 (thirty) days of the
effective date of the change.

Section 8 - Payments Not Effected by Other Benefits

Any  other  benefits  received  by a  member  of this  Plan  such as  guaranteed
remuneration,  deferred  remuneration  or  severance  pay will not be reduced or
increased by payments received under this plan.



                             LETTER OF UNDERSTANDING
                                     between
                         PRUDENTIAL STEEL LTD. (CALGARY)
                                OF THE FIRST PART
                                       and
                         UNITED STEELWORKERS OF AMERICA
                                   LOCAL 7226

                               OF THE SECOND PART

With regard to Article 5  -  Union Security:

5.02  Institution of initiation  fees at $10.00.  This document is to insure the
smooth  operation  in the  implementation  of  initiation  fees in the amount of
$10.00.  Commencing  the month  following  the month of hire,  the Company  will
deduct an  initiation  fee from the new  employee in the amount of $10.00.  This
deduction  shall take place at the end of the first full pay period in the month
following the month of hire.  Such amounts  deducted  shall be sent to the Union
with a  separate  accounting  in the same  fashion  as the  regular  union  dues
deductions.

Signed this             day of                     , 2001.

PRUDENTIAL STEEL LTD       UNITED STEELWORKERS OF AMERICA
                                   Local 7226



                             LETTER OF UNDERSTANDING
                                     between
                              PRUDENTIAL STEEL LTD.
                                       and
                         UNITED STEELWORKERS OF AMERICA
                                   Local 7226


1. Re: Pay for Lost Time for Union  Business The Company  agrees to pay all lost
time for union  business,  and bill Local  7226 for such time as not  covered by
Article 11.07, on a monthly basis.

IN WITNESS WHEREOF the Parties hereto have executed this Memorandum of Agreement
on this day of , 2001.


PRUDENTIAL STEEL LTD.      UNITED STEELWORKERS OF AMERICA
                                          (on behalf of Local Union 7226)



                             LETTER OF UNDERSTANDING
                                     between
                              PRUDENTIAL STEEL LTD.
                                       and

                         UNITED STEELWORKERS OF AMERICA,
                                   Local 7226


Effective  January 1, 1991, the Company  agrees to pay two and one-half  (2-1/2)
cents per hour for each and every hour  actually  worked by an  employee  in the
Bargaining Unit to the United Steelworkers of America Local 7226 Education Fund.
Such contributions shall be made solely by the Company and the Company shall not
deduct such  contributions or any portion thereof from an employee's wages. Such
contributions  are in  excess  of  the  wage  rate  set  out  in the  Collective
Agreement, and do not constitute a payment of wages, or any portion of a payment
of wages. Upon the wages of an employee  becoming due the said  contributions of
two and one-half (2-1/2) cents per hour shall be calculated by the Company,  and
set aside for the Trustees of the said Fund and the gross  contributions  of the
Company for all hours worked by all employees in the Bargaining  Unit in a month
shall be forwarded by the Company to the said fund at #150, 2880 Glenmore Trail,
S.E., CALGARY,  Alberta T2C 2E7, no later than the fifteenth (15th) of the month
following.

It is understood that the contributions  above are for the benefit of members of
the Union as  recognized  by the  Trustees  of the said Fund,  and that the Fund
shall be  administered  solely by the  Trustees  of the said Fund,  and that the
Trustees  are  empowered  to make  from  time to time  reasonable  rules in this
respect.

In witness whereof the parties hereto have executed this Agreement this day of ,
2001.




For the Company                                               For the Union



                             LETTER OF UNDERSTANDING
                                     between
                              PRUDENTIAL STEEL LTD.
                                       and
                         UNITED STEELWORKERS OF AMERICA,
                                   Local 7226


It is understood and agreed that the officially elected President of Local 7226,
while  employed by  Prudential  Steel Ltd. and while  serving in the capacity of
President  of Local  7226,  shall  be put on  straight  day  shift in the job he
normally holds as an extra employee.  In addition, he shall remain accessible at
all times to the members of Local Union 7226.

Pay  shall be for all  hours  worked,  or as  otherwise  provided  for under the
Collective Agreement.

In witness  whereof of the parties  hereto have executed this Agreement this day
of , 2001.



For the Company                                               For the Union


                             LETTER OF UNDERSTANDING
                                     between
                             PRUDENTIAL STEEL LTD.,
                                       and
                         UNITED STEELWORKERS OF AMERICA
                                   Local 7226

The Company  agrees to the Union  request to deduct one (1) cent per hour worked
from  employee's  pay and remit such  deduction  to the United  Steelworkers  of
America Humanities Fund as advised by the Union.

In witness  whereof the parties have  executed  this Letter of Agreement on this
day of , 2001.





PRUDENTIAL STEEL LTD.      UNITED STEELWORKERS OF AMERICA




                             LETTER OF UNDERSTANDING
                                     between
                              PRUDENTIAL STEEL LTD.
                                       and
                         UNITED STEELWORKERS OF AMERICA
                                   Local 7226

The Company  agrees with the Union's  request to  establish a payroll  deduction
plan for  workers  who want to  contribute  to the  Steelworkers  Savings  Plan.
Details of such plan shall be as  mutually  agreed  between  the Company and the
Union.

In witness whereof the parties hereto have executed this Agreement this day of ,
2001.





PRUDENTIAL STEEL LTD.      UNITED STEELWORKERS OF AMERICA




                             LETTER OF UNDERSTANDING
                                     between
                              PRUDENTIAL STEEL LTD.
                                       and
                         UNITED STEELWORKERS OF AMERICA
                                   Local 7226

The Company agrees to a severance  adjustment allowance for employees covered by
this Collective Agreement and such allowance shall be as follows:

The Severance Adjustment Allowance shall be equal in total to two (2) weeks' pay
times  years of  seniority  to a maximum of  fifty-two  (52)  weeks,  payable in
monthly instalments,  to be no greater than $400 per month, until the terminated
person's individual amount is exhausted.

Alternatively,  an employee  affected by a plant  closure may elect to receive a
lump sum payment equal to 80 hours pay times year of service.

To be eligible,  the person must have been actively  employed by the Company for
five years credited pension service and hold status on the Plant Seniority List.

To receive a benefit, the person must have been on layoff for two (2) continuous
years or have been permanently laid off as a result of a plant shutdown.

The person must apply in writing and expressly give up all recall rights.

The Company and the Union agree that for the term of this  Collective  Agreement
the Company  will  establish a Book Account of Ten (10) Cents per hour worked by
all employees covered by the Agreement.  The Account will be administered by the
Company and the Union will be provided with quarterly statements.

Should  the  account  ever  fail to have  sufficient  funds to meet the  monthly
payments,  the Company shall advance the necessary  amount to cover that month's
expense and recoup such advance from future accruals.

Any employee accepting participation in the Severance Adjustment Allowance shall
waive all rights past, present and future against the Company as a result of his
employment and or severance from the Company.


In witness  whereof the parties  hereto have  executed  this Letter of Agreement
this of , 2001.



PRUDENTIAL STEEL LTD.      UNITED STEELWORKERS OF AMERICA


                             LETTER OF UNDERSTANDING
                                     between
                              PRUDENTIAL STEEL LTD.
                                       AND
                         UNITED STEELWORKERS OF AMERICA
                                LOCAL UNION 7226



It is understood  and agreed that the Group Leader  positions  will be filled by
hourly employees at the following levels of activity in each department.

                                                     Level of Activity Required
Job Classification                                            to Fill Vacancy

Mill Line Group Leader     1 per shift per mill

Inspection Group Leader    1 per line per shift per mill

Threading Line Group Leader                           1 per shift of threading

Laboratory Group Leader    1 when Mill I and/or Mill II
                                                              is on one shift:
                                                   2 when Mill I and Mill II are
                                                         on 2 or more shifts

Yard Group Leader                         1 when there are 10 or more employees
                                                              on a shift

Senior H.D. Mechanic Group Leader                   1 when 9 H.D. Mechanics are
                                                             employed

Heavy Duty Mechanic Group Leader                     1 when 5 H.D. Mechanics are
                                                              employed

Machinist Group Leader     1 when 9 Machinists are employed

Fabrication Group Leader   1 when 8 Fabrication employees
                                                              are employed

Electrical Group Leader    1 when 8 Electricians are employed


Signed this                                    day of           , 2001.

PRUDENTIAL STEEL LTD.      UNITED STEELWORKERS OF AMERICA




                             LETTER OF UNDERSTANDING
                                     between
                              PRUDENTIAL STEEL LTD.
                                       AND
                         UNITED STEELWORKERS OF AMERICA
                                   Local 7226


Procedure for crew movements between the upsetter and threading lines to replace
procedure dated October 18, 1979.

Movement of upsetter crew to threading line on a temporary basis:

Upsetter line           Job class      Threading line                 Job class

Upsetter Operator      @  12 goes to   Group Leader                      @   14
        "              @  12 goes to   Threading Machine Op.             @   12
        "              @  12 goes to   Thread End Insp.                  @   12
        "              @  12 goes to   Bucker Operator                   @   12
Upset Inspector        @   8 goes to   Hydro Operator                    @    8
        "              @   8 goes to   Scale Operator                    @    8
Fin Grinder            @   7 goes to   Drift Operator                    @    7
        "              @   7 goes to   Material Handler                  @    7

Movement of threading crew to upsetting line on a temporary basis:

Threading line          Job class      Upsetter line                  Job class

Group Leader           @  14 goes to   Upsetter Operator                 @   14
Threading Machine Op.  @  12 goes to         "                           @   12
Thread End Insp.       @  10 goes to         "                           @   12
Bucker Operator        @  10 goes to         "                           @   12
Hydro Operator         @   8 goes to   Upset Inspector                   @    8
Scale Operator         @   7 goes to         "                           @    8
Drift Operator         @   5 goes to   Fin Grinder                       @    7
Material Handler       @   4 goes to         "                           @    7

1. When moving from the upsetter to the threading line, the leader's job will be
filled first by the senior man in O.C.G.  department  with recall rights then by
the senior Upsetter-threader Operator.

2. Job openings will be filled first by personnel  with recall  rights,  then by
job postings.  Operator jobs will be posted as Upsetter-Threader  Operators. All
other jobs will be posted by CWS job titles.

3.     Order of crews in the Oil Country Goods Department shall be:

Crew 1 - Threading,  Crew - 2 Threading,  Crew - 3 Threading, Crew 4 - Upsetter,
Crew 5 - Threading,  Crew 6 - Upsetter, Crew 7 - Threading,  Crew 8 - Threading,
Crew 9 - Upsetter


Signed on behalf of:







PRUDENTIAL STEEL LTD.                  UNITED STEELWORKERS OF AMERICA






Signed this                          day of         , 2001.


                             LETTER OF UNDERSTANDING
                                     between
                              PRUDENTIAL STEEL LTD.
                           or their successors and/or
                           their assigns, hereinafter
                            called the "Company", of
                                 the first part
                                       and
                   UNITED STEELWORKERS OF AMERICA, LOCAL 7226
                             hereinafter called the
                           "Union", of the second part

Effective January 1, 1991, the Company agrees to pay five (5) cents per hour for
each and every hour actually  worked by any employee in the  bargaining  unit to
the United  Steelworkers of America,  Local 7226  (Prudential)  Safety Equipment
Trust  Fund.  Such  contributions  shall be made  solely by the  Company and the
Company  shall not deduct  such  contributions  or any portion  thereof  from an
employee's wages.  Such  contributions are in excess of the wage rate set out in
the  Collective  Agreement,  and do not  constitute  a payment of wages,  or any
portion of a payment of wages.  Upon the wages of an employee  becoming  due the
said  contributions  of five (5)  cents  per hour  shall  be  calculated  by the
Company,  and set  aside  for the  trustees  of the  said  Fund,  and the  gross
contributions  of the  Company  for all  hours  worked by all  employees  in the
bargaining unit in a month shall be forwarded by the Company to the said Fund at
150, 2880  Glenmore  Trail S. E.  Calgary,  Alberta,  T2C 2E7, no later than the
fifteenth (15th) of the month following.

It is understood that the contributions  above are for the benefit of members of
the Union as  recognized  by the  trustees  of the said Fund,  and that the Fund
shall be  administered  solely by the  trustees  of the said Fund,  and that the
trustees  are  empowered  to make  from  time to time  reasonable  rules in this
respect.

It is also understood  that the Union will prepare a financial  statement on the
operations of the said Fund for each calendar  year,  and submit this  financial
statement to the Company.

Upon request by the Company,  the Union will supply  details on the operation of
the said Fund.


In witness  whereof the parties hereto have executed this Agreement the day of ,
2001.

Signed on behalf of:                             Signed on behalf of



PRUDENTIAL STEEL LTD.                            UNITED STEELWORKERS OF AMERICA






                             LETTER OF UNDERSTANDING
                                     between
                              PRUDENTIAL STEEL LTD.
                                       and
                         UNITED STEELWORKERS OF AMERICA
                                   Local 7226

It is  understood  and agreed that the  employer  (Prudential  Steel Ltd.) shall
maintain a continuous and ongoing monitoring program at the worksite.  The Union
shall participate in such monitoring activities and inspections,  including, but
not limited to, health and safety  evaluations of noise levels,  air pollutants,
chemical and physical agents or ventilation problems.

In addition,  the Union shall be allowed to conduct whatever  additional  health
and safety inspections and monitoring the Union deems necessary to safeguard the
health and safety of its members. Inspections conducted by a third party must be
mutually agreed upon by the Company and the Union.

In witness whereof the parties hereto have executed this Agreement this day of ,
2001. For the Company For the Union



                                        APPRENTICE TRAINING AGREEMENT
                                                   between
                                            PRUDENTIAL STEEL LTD.
                                                     and
                                       UNITED STEELWORKERS OF AMERICA
                                                 LOCAL 7226
                                                   CALGARY
                                                   ALBERTA

                                        APPRENTICE TRAINING AGREEMENT

                                                    INDEX

Article

  1            Preamble

  2            Joint Apprenticeship Committee

  3            Relation of Trade

  4            Qualifications of Applicants for Apprenticeship

  5            Contract of Apprenticeship

  6            Schedule of Apprentice Training Rates

  7            Schedule of Training Processes

  8            Instruction of Apprentices

  9            Seniority

 10            Hours of Work

 11            Certificate of Apprenticeship

 12            Modification of Standards

 13            Duration of Agreement

Exhibit

 "A"           Record of Application

"A-1"          Application for Apprenticeship

 "B"           Contract of Apprenticeship

 "C"           Schedule of Apprenticeship Training Periods
                   and Classifications

 "D"           Work Processes and Related Organized Training


ARTICLE 1 - 1

               PREAMBLE

1.01 This Agreement entitled "Apprentice  Training  Agreement",  dated , 19 , is
entered  into  between  Prudential  Steel  Ltd.,  Calgary,  Alberta,  and/or its
successor,  (hereinafter)  referred to as ("the  Company") and Local Union 7226,
United Steelworkers of America and/or its successor,  (hereinafter)  referred to
as ("the Union") and is  supplemental to the Collective  Agreement  currently in
effect  between the Company and the Union . Wherever  the  masculine  pronoun is
used in this  Agreement,  the same shall be construed  as meaning the  feminine.
Unless specifically amended by the Apprenticeship Training Agreement or by other
Agreement  approved  jointly by the Company and the Union, the provisions of the
Collective  Agreement currently in effect shall apply to Apprentices the same as
to other employees covered by the Collective Agreement.

1.02 This Agreement is established as an aid to the Company and its employees as
represented by the Union. (a) To give practical  expression to the mutual desire
of the Company and the Union to develop  trained,  qualified  Journeymen  in the
respective trades through an adequate  Apprentice  Training Program;  and (b) To
provide a  detailed  record of the basis upon  which  such  Apprentice  Training
Program is to be conducted. ARTICLE 2 - JOINT APPRENTICESHIP COMMITTEE

2.01 A Joint Apprenticeship  Committee shall be established  consisting of three
(3) representatives of the Company and three (3) representatives of the Union.

This  Committee  shall  administer  the  provisions  of  this  Agreement.   Each
representatives  shall  have  one  vote.  Union  representatives  on  the  Joint
Apprenticeship  Committee  shall be  members  of Local 7226 in the employ of the
Company.


2.02  The  Secretary  of  this  Committee   shall  be  a  designated   Committee
representative  of the Company.  No minutes of any meeting shall be valid unless
co-signed by a designated Committee representative of the Union. The Chairman of
this Committee shall be a representative of the Company.

2.03 The Committee shall meet at regular monthly  intervals,  or more often when
requested  by  either  party.  No  meeting  shall be held with less than two (2)
members of each party present.  However, if only two (2) members are present, of
either party,  they shall have authority to vote the full three (3) votes of the
respective group.

2.04 Each group may request consultants to attend meetings. Such consultants may
participate in discussions, but shall not vote on any matters.

2.05  The  duties  of  the  Committee  shall  be  as  follows:  (a)  To  approve
Apprenticeship Applications;  (Exhibit "A-1") (b) To hear and adjust differences
which may arise respecting the provisions of this Agreement;  (c) To ensure that
adequate  and proper  training is given the  Apprentice;  (d) To review  testing
procedures  and  results;  (e) To  co-operate  with the  apprentice,  the school
authorities,  the  Company  and the  Union in the  successful  operation  of the
Apprentice  Training Program;  (f) To co-operate with the Provincial  Government
Apprenticeship  Training Branch;  (g) To improve the standards of apprenticeship
by recommending additions and revisions; (h) To formulate and carry out plans to
create and maintain interest in the Apprentice  Training Program;  (i) To ensure
that the  program  is  administered  properly  and  periodically  to review  the
progress of the apprentices.

2.06 The Company shall establish and install all apprenticeship  programs. These
programs  shall be reviewed by the Joint  Apprenticeship  Committee.  Should the
Joint Apprenticeship Committee be unable to agree, with regard to the content of
any  apprenticeship  program,  as  established  by the  Company,  the matters in
dispute, which cannot be resolved by the Joint Apprenticeship  Committee,  shall
be subject to Article 6 of the Collective Agreement.


ARTICLE 3 -
               RELATION OF TRADE

3.01  Employees  may be  selected  to serve as  apprentices  for the  purpose of
developing skilled Journeymen in the trades of:

               (a)     Electrician
               (b)     Heavy Duty Mechanic
               (c)     Machinist
               (d)     Millwright
               (e)     Welder-Maintenance
               (f)     Welder-Fabrication

3.02  Employees  who possess the requisite  qualifications  and ability shall be
eligible for apprentice training in the respective trades or crafts.

3.03 There shall be a ratio of not more than one apprentice for each trade,  and
additionally,  one apprentice for each four (4) Journeymen regularly employed in
the bargaining unit in respective  trade,  except as may be otherwise  agreed by
the Joint Apprenticeship Committee.

3.04 A reduction in the number of Journeymen may not call for a reduction in the
number of  apprentices  provided  the  agreed  ratio,  in Article  3.03,  is not
exceeded.

ARTICLE 4 -
               QUALIFICATIONS OF APPLICANTS FOR APPRENTICESHIP

4.01  Applications for apprentice  training shall be made in accordance with the
Job Posting provisions of the Collective Agreement currently in effect.

4.02 Applicants for apprenticeship  shall possess the following  qualifications:
Scholastic

(a) Applicants for apprenticeship  training shall have a minimum education to be
agreed  upon by the Joint  Apprenticeship  Committee  as each case  arises,  but
should not be less than a Grade 9 certificate or other qualifications determined
by the Minister of Labour, as equivalent thereto for the following trades:

                       - Heavy Duty Mechanic
                       - Welder


(b) The  following  trades  should have a minimum of a Grade 10  certificate  or
other qualifications determined by the Minister equivalent thereto:

                       -                          Electrician
                       -                          Machinist
                       -                          Millwright

4.03 All qualified  applicants,  before being accepted as apprentices shall: (a)
Fill out Record of Application  Form set forth as EXHIBIT "A" of this Agreement.
(b) fill out Application for  Apprenticeship  Form set forth as EXHIBIT "A-1" of
this Agreement.

4.04 The Company shall furnish to the Union lists showing  apprentices  selected
and any future change in their training periods.  Such lists shall include:  (a)
Name of trade;  (b) Name of apprentice;  (c) Training  period to which assigned;
(d) Date of assignment to such training period.

ARTICLE 5 -
                       CONTRACT OF APPRENTICESHIP

5.01 Each apprenticeship  application set forth as EXHIBIT "A-1",  complete with
documented  proof of education and  experience,  shall be submitted to the Joint
Apprenticeship  Committee for approval by the Committee prior to being forwarded
to the appropriate Provincial Government department.  No application shall be so
forwarded, which has not been approved by the committee.

5.02  The  applicant   whose   application   has  been  approved  by  the  Joint
Apprenticeship  Committee and his parent or guardian, if he is under 17 years of
age, shall enter into an Apprenticeship Contract with the Company. All standards
contained in this Agreement  shall be a part of the  Apprenticeship  Contract as
though specifically written therein. A specimen  Apprenticeship  Contract is set
forth as EXHIBIT "B" of this Agreement.  Such Apprenticeship  Contract shall not
be  eligible  for  registration  with  the  appropriate   Provincial  Government
department  until  after the  apprentice  has been in  training  for a period of
ninety (90) calendar days.


5.03 The  following  shall  receive  copies of the  Contract  of  Apprenticeship
properly  filled out: (a) The apprentice;  (b) The Company;  (c) The appropriate
Provincial Government Department; (d) The Union.

5.04 The Union  shall be notified  by the  Company  whenever  an  Apprenticeship
Contract is cancelled for any reason,  either by the Company or the  apprentice.
Such  notification  shall be in  writing,  and shall  state the  reason for such
cancellation, and shall be submitted as soon as possible, but not later than ten
(10) calendar days after cancellation.

ARTICLE 6 - SCHEDULE OF APPRENTICE TRAINING RATES

6.01 A schedule  of  Apprentice

Rates  for  the  respective  apprentice  training  periods  of  actual  training
experience  with the  Company in the trade or craft in each  training  period is
herein  established  at various levels of the  respective  Standard  Hourly Wage
Scale rates for the  respective  trade or craft job. The Schedule of Appropriate
Training  Periods  and  Classifications  is set  forth  in  EXHIBIT  "C" of this
Agreement.

6.02 The Schedule of Apprentice

Training Rates shall be related to the Standard Hourly Wage Scale in effect from
time to time, and as set forth in the Collective  Agreement,  and the apprentice
shall be paid accordingly.

6.03           Credits

An employee who has acquired  experience  in a trade by working on a job closely
allied  with such trade shall be granted  credit for one or more  apprenticeship
training periods. Such training period credits shall be recommended by the Joint
Apprenticeship  Committee,  subject  to final  determination  by the  Provincial
Government Apprenticeship Branch.

ARTICLE 7 -
               SCHEDULE OF TRAINING PROCESSES

7.01 In order to  develop  qualified  Journeymen  in the  respective  trades  or
crafts,  apprentices shall receive appropriate and adequate training by means of
assignments  to  practical  job  work  and by  other  supplemental  and  related
training.

7.02  Schedule  of  Work   Experience

The  apprentice,  during his term of  apprenticeship,  shall  receive such broad
experience  and  training on the job, as it is  necessary to develop a practical
and fully  trained  Journeyman.  This shall  include work both in and out of the
shop,  under qualified  supervision.  It is recognized that it may not always be
possible to  establish a specific  sequence of work  experience,  but it is also
recognized  that the final  objective of work  assignments to the apprentices is
the development of fully trained  Journeyman in the respective trades or crafts.
Qualified  supervision  shall mean that  degree  and  closeness  of  supervision
necessary to teach good  workmanship.  Consistent with work schedules,  it shall
not mean that the apprentice,  at all stages of his training must be accompanied
at all times by his supervisor or a Journeyman,  for as apprenticeship advances,
so will the apprentice's degree of performance and the amount of responsibility,
but it shall mean,  however,  that no  apprentice  shall be required to exercise
skill or responsibility  beyond that of the level which he from time to time has
attained.

7.03  Supplemental  and related  organized  training shall consist of periods of
training at the Provincial  Institute of Trades,  as required by the appropriate
Provincial  Government  department.  Apprentices  shall be  required to maintain
steady progress in their related organized  training courses,  and complete them
within the specified  time. In the case of failure on the part of any apprentice
to fulfill his assumed  obligations  as to  progress  in and  completion  of his
related organized  training course,  and after all permitted  opportunities have
been exhausted, his apprenticeship shall be suspended or cancelled.

7.04 (a) During  periods of  supplemental  and related  organized  training,  as
outlined  in  Section  7.03,  the  apprentice  shall  apply  for any  Government
allowances related to apprenticeship  training.  In addition,  the Company shall
provide an  allowance  of two  hundred  dollars  ($200.00)  per week of training
period. Upon proof of successful completion of an organized training period, the
apprentice  shall receive an additional  amount equal to the difference  between
the Company and Government  allowances,  and the  apprentice's  regular straight
time  earnings  during the period of  training.  (b)  Apprentices  who have been
placed on lay-off status from the Maintenance  Department,  but who are still in
the employment of Prudential  Steel Ltd. shall remain  eligible for the benefits
in Articles 7.03 and 7.04 (a), however,  to qualify for this provision they must
have completed the necessary hours of work and length of apprenticeship  service
prior to attending the period of supplemental  and related  organized  training.
The   apprentice   shall  pay  the  cost  of  required  text  books  during  his
apprenticeship training.

7.05 Hours of  apprenticeship  training  periods not attended  shall be deducted
from the regular  straight  time  earnings in the  calculations  made in Section
7.04.

7.06 Set forth as EXHIBIT "D" of this  Agreement  is an example only of how work
processes and other related organized training are developed.

ARTICLE 8 -
               INSTRUCTION OF APPRENTICES

8.01 (a) The department  supervision shall keep accurate records of the progress
of each apprentice in his department,  as to practical and related training, and
report to the Joint Apprenticeship  Committee at specified intervals,  regarding
the progress of the apprentice.  (b) The apprentice's immediate supervisor shall
ensure that the apprentice obtains the practical work experience outlined in the
Schedule, of Job Training and related organized training, as established for the
respective  trade,  and is given  instruction  in safe work methods in each work
operation encountered throughout the term of the apprenticeship.

8.02 The apprentice  shall receive active  instruction  from  Journeyman  and/or
other qualified  personnel,  and shall not be put on a job and expected to learn
it alone. Apprentices shall be given full opportunity by Journeymen to learn all
aspects of the trade.

8.03 The  apprentice  shall  regularly  attend  any  Company  scheduled  lecture
courses,  and do such  reasonable  home study work as may be  prescribed  by the
Company  from time to time to assist his  training.  The  Company  shall pay the
apprentice  at his regular  hourly wage rate for  attendance  during his regular
working hours at scheduled lecture courses, subject to Section 7.04.

8.04 The apprentice shall progressively  acquire the standard  craftsman's tools
normally considered to be the tradesman's obligation to supply.

ARTICLE 9 -
               SENIORITY

9.01 Apprentices shall commence  accumulating  maintenance  department seniority
effective on the date of entry into the  department,  following  ninety (90) day
trial period.  In the event there is a reduction in the number of apprentices in
a trade,  the  apprentice  in such trade  shall be laid off and/or  recalled  in
accordance  with  their  maintenance   department  seniority.   Upon  successful
completion  of their  apprenticeship,  the  employee  will  return to his former
position in the bargaining unit until such time as he is a successful  bidder on
a job  posting  for a  Journeyman  in his trade,  at which time his  maintenance
department  seniority  shall be his original date of entry into the  maintenance
department as an apprentice.

9.02 Subject to the exceptions  specified in Section 9.01,  apprentices shall be
governed by the seniority  provisions of the Collective  Agreement  currently in
effect between the Company and the Union.

ARTICLE 10 -
               HOURS OF WORK

10.01 Hours worked by an apprentice in excess of forty (40) hours per week shall
be  credited  on a  straight  time  basis  toward  completion  of the  period of
apprenticeship.

10.02 Each apprentice,  upon indenture,  shall be furnished a record book by the
Company.  The Company must faithfully keep this record book  up-to-date,  and it
shall  be  verified  at the  end of  each  year  by the  Foreman.  ARTICLE  11 -
CERTIFICATE OF APPRENTICESHIP

11.01  Upon  the  successful  completion  of his  term  of  apprenticeship,  the
apprentice  shall be  classified  as a  Journeyman  in his trade.  He shall also
receive his certificate of Apprenticeship,  issued by the Provincial Government.
ARTICLE 12 - MODIFICATION OF STANDARDS

12.01  The Joint  Apprenticeship  Committee  shall  recommend  modifications  of
standards  specified in this  Agreement,  subject to approval by the appropriate
Provincial Government department,  where necessary, and agreement by the parties
to this Agreement.


ARTICLE 13 -
               DURATION OF AGREEMENT
13.01          This Agreement shall be effective as of the signing date.

PRUDENTIAL STEEL LTD., UNITED STEELWORKERS OF AMERICA
CALGARY, ALBERTA.      LOCAL UNION 7226



                       SIGNING DATE:





                                   EXHIBIT "A"
                              PRUDENTIAL STEEL LTD.
                              RECORD OF APPLICATION
                               FOR APPRENTICESHIP

In the Trade or Craft of Name in Full Clock No. Tel. No. Street  Address City or
Town Date of Birth  Height  Weight  School  Attended:  Public  Grade  High Grade
Technical Grade Specialized in Related Experience (if any

                               Use back of form, if necessary


                                   EXHIBIT "C"
         SCHEDULE OF APPRENTICESHIP TRAINING PERIODS AND CLASSIFICATIONS



6 Months
Training Periods        1st    2nd   3rd    4th   5th  6th      7th   8th

Electrician              8      9     11     13    14     16     18    19     21


Heavy Duty
Mechanic                 8      9     11     13    14     16     18    19     21



Machinist                8      9     11     13    14     16     18    19     20



Millwright               8      9     11     13    14     16     18    19     20


Welder
Maintenance            8        9      11    13     14         16             20


Welder
Fabrication            8        9      11    13     14         16             18




                                   EXHIBIT "D"
                  WORK PROCESSES and RELATED ORGANIZED TRAINING

Work processes and related organized training procedures are to be developed and
established for each trade by the Joint Apprenticeship  Committee. The Committee
shall follow the formula  outline of the Alberta  Apprenticeship  Board booklet,
for each trade,  as is practical  with the Company's  facilities.  Attached is a
sample of a work process outline.

                             LETTER OF UNDERSTANDING
                                     between
                              PRUDENTIAL STEEL LTD.
                                       and
                         UNITED STEELWORKERS OF AMERICA
                                   Local 7226


                            RE: EMPLOYEE EMPOWERMENT

1. The Company and the Union are  committed to making  changes  which will both:
(a) Increase the  efficiency of operations  and; (b) Result in better jobs and a
better  work  environment  from the  point  of view of the  worker.  The  second
objective will involve,  but is not limited to, providing employees with greater
opportunity to train and expand their skills,  more responsibility and influence
over decisions in their jobs, and the elimination of Health and Safety Hazards.

2.  The  Company  and  the  Union  are  committed  to a  process  of an  ongoing
consultation  and joint  decision  making on certain issues related to workplace
change, as set out below.

3. The Company and the Union agree that decision making should be pushed down to
the lowest level possible. As many decisions as possible should be made by those
directly affected.

4. Employee  empowerment  may evolve to include new job progression and rotation
systems, and establishment of work groups or self-regulated work teams.

5. In  order  to  achieve  the  objectives  outlined  above,  the  parties  will
immediately  establish a Joint Steering Committee,  made up of three (3) members
from the Company and three (3) members from the Union who shall  jointly  direct
the  development,  implementation  and  maintenance  of an employee  empowerment
process.



                         Local Joint Steering Committees

The duties of the Local Joint Steering Committee will include the following: (a)
To review  the  training  needs of all  employees  and  develop a  comprehensive
training program,  which may include  participation in CSTEC, which will then be
implemented after it is approved by the Joint Steering Committee. This work will
be done by a Joint Training Committee struck by the Joint Steering Committee for
that purpose. The Training Committee will then present its proposal to the Joint
Steering  Committee  for approval;  (b)  Establish,  by  consensus,  guidelines,
training and implementation  requirements specific to employee empowerment;  (c)
Approve, by consensus, all proposals for the development of employee empowerment
which  require   modification  or  clarification   relative  to  the  Collective
Agreement; (d) Approve, by consensus,  payment of lost time wages by the Company
for Union  members for meetings of the Local Joint  Steering  Committee;  (e) To
authorize the establishment of Joint Sub-Committees, as necessary.

6. The Company will make the final decision if the following conditions are met:
1) No  mutually  acceptable  decision  can  be  reached  by the  Joint  Steering
Committee.  2) The Company  would have the right to make a  unilateral  decision
under the terms of the Collective Agreement, Absent this letter.

7. In the event that the Company makes the final decision, the Union retains any
rights  it  would  have had to  grieve  that  decision  under  the  terms of the
Collective Agreement, Absent this letter.

8. Questions concerning the combination,  amalgamation,  creation or elimination
of jobs arising from employee  empowerment  and/or other major proposals will be
thoroughly discussed by the Joint Steering Committee. If no agreement is reached
on these  questions  then the  parties  will  revert to their  rights  under the
Collective Agreement.

9. This Letter of Understanding will be in effect for the term of the Collective
Agreement,   and  from  year  to  year  thereafter.   However,  this  Letter  of
Understanding  may be terminated by either party,  by serving  written notice on
the other  party,  no sooner than thirty (30) days,  no later than  fifteen (15)
days,  prior  to the  expiration  of  each  year  of the  Collective  Bargaining
Agreement.

Signed this                           Day of                , 2001 on behalf of:


PRUDENTIAL STEEL LTD.                       UNITED STEELWORKERS OF AMERICA






                             LETTER OF UNDERSTANDING
                                     between
                              PRUDENTIAL STEEL LTD.
                                       and
                         UNITED STEELWORKERS OF AMERICA
                                   Local 7226
                                  SIGNING BONUS

A.  Effective  upon date of signing of this Letter of  Agreement  there shall be
payable  a signing  bonus of $2,000  for each  member  of the  Bargaining  Unit,
subject to the following conditions:  This signing bonus shall be payable to all
employees   currently   employed,   including  those  employees  on  Short  Term
Disability, Long Term Disability, or on weekly indemnity benefits of the Workers
Compensation Board.

Signed this                           Day of                , 2001 on behalf of:

PRUDENTIAL STEEL LTD.                       UNITED STEELWORKERS OF AMERICA







                             LETTER OF UNDERSTANDING
                                     between
                              PRUDENTIAL STEEL LTD.
                           or their successors and/or
                           their assigns, hereinafter
                            called the "Company", of
                                 the first part
                                       and
                   UNITED STEELWORKERS OF AMERICA, LOCAL 7226
                             hereinafter called the
                           "Union", of the second part

                               PROFIT SHARING PLAN

Effective  January 1, 1998, a Profit Sharing Plan shall be instituted  that will
be paid  quarterly,  according to the following  formula:  A) Two (2) percent of
quarterly  profit  after  tax  and  after  subtracting  dividends,   but  before
extraordinary  items,  B) divided by the total average  employment of Prudential
Steel Ltd.  hourly  employees  for the  quarter,  C)  divided  by 520 hours,  D)
multiplied by:  Straight Time hours worked plus Overtime hours worked,  Vacation
hours taken and Statutory holidays hours. Payments will be issued quarterly. The
final adjustment of each year will be based on audited financial  statements and
will  reconcile any payments from the three earlier  quarters of that year.  The
company  will  provide  the union  with  quarterly  income  statements  and data
regarding the number of hours worked as soon as quarterly results are published.

Signed this                           Day of                , 2001 on behalf of:

PRUDENTIAL STEEL LTD.                       UNITED STEELWORKERS OF AMERICA











                             LETTER OF UNDERSTANDING
                                     between
                              PRUDENTIAL STEEL LTD.
                           or their successors and/or
                           their assigns, hereinafter
                            called the "Company", of
                                 the first part
                                       and
                   UNITED STEELWORKERS OF AMERICA, LOCAL 7226
                             hereinafter called the
                           "Union", of the second part
                               RETIREE BONUS PLAN

All  employees who have retired prior to December 31, 1997 shall receive a Bonus
payment of $1,000 per year effective on the dates listed below:

                           January 1, 1998  $1,000.00
                           January 1, 1999  $1,000.00
                           January 1, 2000  $1,000.00

This  Bonus  Plan  shall  be in  place  of,  and in lieu of the  current  ad hoc
supplemental payments in the pension plan.



Signed this                           Day of               , 2001 on behalf of:

PRUDENTIAL STEEL LTD.                       UNITED STEELWORKERS OF AMERICA


                          ALPHABETICAL REFERENCE GUIDE

ARTICLE PAGE Absenteeism (prior to or just after 20.02 (d) 24 statutory holiday)
Appendices A CWS 42 B Learner  Period  Classification  Analysis 42 C Schedule of
Job  Classifications  43,  44,  45 D Hours  of Work  Schedule  46 - 50  incl.  E
Insurance  Benefit  Program 51 - 61 incl.  F  Tradesmens'  Tools 62 G Protective
Clothing 62, 63 H Lockers 63 I Pension Plan 64, 65, 66 J Lines of Progression 67
- 70 incl. K Emergency Procedures 71 - 76 incl. Plant Evacuation Procedures Area
Evacuation  Officers  Duties  &  Responsibilities  L  Supplemental  Unemployment
Benefit  Plan 77 - 93 incl.  Apprenticeship  Training  Agreement  109-121  incl.
Arbitration 7 & 8.03 5, 7 Bereavement  Pay 21.38 & 11.03 33, 15 Bulletin  Boards
16 18 Call-out Pay 21.35 & 19.05 32, 21 Christmas Shutdown 22.08 38 Committeemen
& Stewards 17, 11.04 & 6.03 18, 19, 15, 4  Contracting  Out 2.04 1  Co-Operative
Wage Study (CWS) App. A, 21.32, 21.28 42, 31, 30, & 21.01 24 ARTICLE PAGE Copies
of Agreement 25.01 40 Discharge & Disciplinary  Procedure 8, 6, 7, & 11.06 6, 7,
3, 4, & 16  Discrimination  3.01, 4.02 & 4.03 2, 3, 4.02 & 4.03 2, 3 Duration of
Agreement 26.01 & 26.02 40 Education Fund Letter of Understanding 96 Elimination
of Bargaining Unit 21.39, 21.09 & 10 33, 34, 27, 14 Jobs 15 Emergency Procedures
App. "K" 71 - 76 incl.  Established Practices 15 18 Exceptions to Daily Overtime
19.05 & 21.35 21, 32  Failure  to Return  from  Leave  11.06 16 Final Pay 8.04 7
General 21.30 31 Grievances 6, 7, 8.05 & A.T.A. 2.06 4, 5, 6, 7 113 Grievances -
Time Limits 6 & 9.07 (c) 3, 4, 10 Group Leader Positions Letter of Understanding
102, 103  Harassment  3.02 2  Handicapped  Employees 13 18 Holiday Pay Allowance
20.02 24 Hours of Work 18 19,  20, 21 Hours of Work  Schedule  App.  "D" 46 - 50
incl.  ARTICLE  PAGE Hours  Worked in Excess  19.02 21 Hours  Worked on Saturday
19.03  21 21  Hours  Worked  on  Sunday  19.04  21  Humanities  Fund  Letter  of
Understanding  98  Incentives  21.29 31 Injury  21.37 32, 33  Insurance  Benefit
Program 23.01 & App. "E" 38, 51-61 incl.  Job  Classifications  App. "C" 43 - 45
incl. Job Posting 9.07,  9.08 & 9.01 (b) 10, 11, 12, 7 Jury Service Jury Service
21.36 32 Lateness & Overtime  19.07 (c) 22 Layoff  Notice 10.02 14 Layoff Status
Defined 10.01 13 Layoff (Seniority) 10.03, 9.04, 9.05, 9.09, 14, 15, 8, 9 9.10 &
12, 13 A.T.A.  3.04 113 Layoff  (Temporary)  9.08 12 Learner Rates 21.18 - 21.27
incl. 28, 29, 30 App. "B" 42 Learner Period  Classification  21.18 - 21.27 incl.
28, 29, 30 App.  "B" 42 Leave of Absence 11,  21.32 & 21.38 15, 16, 31, 33 Leave
for Union Employment 11.05 16 Leave for Union C.W.S.  Committee 21.32 31 ARTICLE
PAGE Leave to Attend Union Business  11.04,  6.03 15, 4 15, 4 Length of Vacation
22.02  34, 35  Letters  of  Understanding  25.02  40,  106,  & 94 - 127 Lines of
Progression  9.11,  9.07 & App. "J" 13, 10 - 12,"J" 13, 10 - 12, 67 - 70 Lockers
App.  "H" 63  Loss of  Seniority  9.04 &  22.01  (a) 8, 9, 34 Lost  Time - Union
Business Letter of Understanding 95 Lunch Periods 18.07,  App. "D", 19.06 21, 46
- 50, & 19.07 22  Management  4.01,  4.02 & 4.03 2, 3 Notice of Overtime  19.08,
19.09 & 19.10 23 Out-of-Line  Differentials  21.09 - 21.16 incl. 27, 28 Overtime
19.01 - 19.05 incl. 21 Overtime Lunches 19.07 22 Overtime (Weekends) 19.07 (b) &
19.09  22,  23 Pay Days  21.33 31 Pay for  Jury  Service  21.36 32 Pay on Day of
Injury  21.37 32, 33 Pay for Work on Holiday  20.03 24 Pension Plan 23.02 & App.
"i" 39, 64-66 incl. Probationary Period 9.02 7 ARTICLE PAGE Production Emergency
2.03 1 Profit Sharing Letter of Understanding  126 Protective  Clothing App. "G"
62, 63 Purpose of Agreement 1 1 Recall Procedure  (Layoff) 9.09 12 Reporting Pay
21.34 32 Retirees  Bonus Plan Letter of  Understanding  127 Safety & Health 12 &
App. "L" 17, 18, 71-76 incl. Safety Equipment Trust Fund Letter of Understanding
106, 107 Safety  Monitoring  Letter of Understanding 108 Savings Plan (U.S.W.A.)
Letter of  Understanding  99 Schedule of Job  Classifications  App.  "C" 43 - 45
incl.  Seniority 9 7 - 13 Seniority  Retention 9.03 8 &  Accumulation  Seniority
List 9.05 9 Severance  Adjustment  Allowance  Letter of  Understanding  100, 101
Shifts  (Definition)  18.05 20 Shift & Work  Schedules  18.04 20 Shift  Premiums
18.06 20, 21 Standard Hourly Wage Scale  21.03-21.08  incl. 25, 26, 27 Statutory
Holidays  20.01  23  ARTICLE  PAGE  Statutory  Holiday  Pay  20.02  &  20.03  24
Supplemental Unemployment App. "L" 77 - 93 incl. Benefit Plan Temporary Transfer
9.10,  21.17,  9.01 & 12, 13, 28, 7, 9.07 (i) 11 Temporary Work Shortage 9.08 12
Threader - Upsetter Letter of Understanding  104, 105 Crew Movements Time Limits
(Grievances)  6.04-6.07 incl. 4, 8.01 & 8.02 6 Time Limits  (Arbitration) 7.01 &
7.05 5, 6 Trade or Craft and  Assigned  21.28,  21.32 & 30,  31, 42  Maintenance
Convention  App.  "A"  Tradesmens'  Tools App.  "F" 62 Transfer to Jobs  Outside
Bargaining  Unit 9.06 10 Union Business - Lost Time Letter of  Understanding  95
Union Dues & Membership 5, Letter of  Understanding 3, 94 Union President Letter
of Understanding 97 Union Recognition 2 1 Union  Representatives  14 & 17 18, 19
Union Security 5 3 Vacations  22.01-22.07 incl. 34 - 38 incl. Vacation Schedules
22.07 37, 38 Vacation Year 22.01 34 ARTICLE PAGE Wage Scale 21.03 25 Wages 21 24
- 34 incl.  Weekend  Lunch  Breaks 19.07 (b) 22 Work Hours 18 & App. "D" 19, 20,
46-50 incl.  19, 20, 46-50 incl.  Work Day, Work Week  18.01-18.03  incl.  19-20
Defined


                              PRUDENTIAL STEEL LTD.

                            METRIC CONVERSION BOOKLET


                            METRIC CONVERSION FACTORS
                                   EQUIVALENT

TO CONVERT                                                          MULTIPLY BY
Pounds to kilograms                                                    0.4536
Kilograms to pounds                                                    2.2046
Inches to millimetres                                                    25.4
Millimetres to inches                                                 0.03937
Feet to metres                                                         0.3048
Meters to feet                                                         3.2808
Pounds per foot to kilograms per metre                                1.48816
Kilograms per metre to pounds per foot                                0.67197

The  following  formula is used to convert  degrees  Fahrenheit  (?F) to degrees
Celsius (?C) ?C = 5/9 (?F -31)




                                CONVERSION TABLE
                             THOUSANDS TO FRACTIONS
        .0625........................................................1/16
        .125.........................................................1/8
        .1875........................................................3/16
        .250.........................................................1/4
        .3125........................................................5/16
        .375.........................................................3/8
        .4375........................................................7/16
        .500.........................................................1/2
        .5625........................................................9/16
        .625.........................................................5/8
       .6875........................................................11/16
        .750.........................................................3/4
       .8125........................................................13/16
        .875.........................................................7/8
       .9375........................................................15/16
         .1000........................................................1"







                                    LINE PIPE

                                     Grades

                 Imperial                                       Metric

                 Grade B                                         G241
                   X42                                           G290
                   X46                                           G317
                   X52                                           G359
                   X56                                           G386
                   X60                                           G414

                                LENGTH TOLERANCES


                      Specific lengths in entire shipment.


Nominal                                                             Minimum
Length               Minimum                    Average             Maximum
m        ft         m       ft                 m        ft        m        ft

 6   19.68'       3.00     9.84'              5.00   16.40'       8.00   26.25'
12   39.37'       4.00    13.12'             11.00   36.09'      16.00   52.49'
18   59.05'       4.00    13.12'             16.00   52.49'      20.00   65.62'
24   78.74'      15.00    49.21'             21.00   68.90'      26.00   85.30'

Special                 To be agreed upon by the purchaser and the manufacturer.


<TABLE>
LINE PIPE

 O.D.              Wall             Weight           O.D.              Wall             Weight
Inches            Inches           Lbs./Ft.           mm                mm               kg/m
<S>               <C>               <C>             <C>                 <C>              <C>
2.375              .083              2.02            60.3               2.1               3.00
                   .109              2.67                               2.8               3.97
                   .125              3.03                               3.2               4.51
                   .154              3.64                               3.9               5.42
                   .188              4.41                               4.8               6.57
                   .218              4.99                               5.5               7.43

3.500              .083              3.02            88.9               2.1               4.50
                   .109              3.99                               2.8               5.95
                   .125              4.54                               3.2               6.76
                   .156              5.62                               4.0               8.37
                   .188              6.69                               4.8               9.95
                   .216              7.60                               5.5              11.31
                   .250              8.75                               6.4              13.02
                   .281              9.62                               7.1              14.32
                   .300             10.24                               7.6              15.24

4.500              .083              3.90            114.3              2.1               5.81
                   .109              5.17                               2.8               7.70
                   .125              5.89                               3.2               8.77
                   .156              7.31                               4.0              10.88
                   .188              8.71                               4.8              12.96
                   .203              9.40                               5.2              13.99
                   .219             10.09                               5.6              15.01
                   .237             10.76                               6.0              16.02
                   .250             11.44                               6.4              17.03
                   .281             12.61                               7.1              18.77
                   .312             13.93                               7.9              20.73
                   .337             15.06                               8.6              22.41

5.562              .156              9.10            141.3              4.0              13.54
                   .188             10.86                               4.8              16.16

6.625              .109              7.68            168.3              2.8              11.43
                   .125              8.76                               3.2              13.03
                   .156             10.89                               4.0              16.21
                   .188             13.00                               4.8              19.35
                   .203             14.05                               5.2              20.91
                   .219             15.10                               5.6              22.47
                   .250             17.17                               6.4              25.55
                   .280             18.97                               7.1              28.22
                   .312             21.00                               7.9              31.25

 6.625             .344             23.01            168.3              8.7             34.24
                   .375             25.00                               9.5             37.20
                   .432             28.67                              11.0             42.67
                   .500             32.75                              12.7             48.73

 8.625             .125             11.45            219.1              3.2             17.04
                   .156             14.26                               4.0             21.22
                   .188             17.05                               4.8             25.37
                   .203             18.43                               5.2             27.43
                   .219             19.81                               5.6             29.48
                   .250             22.56                               6.4             33.57
                   .277             24.60                               7.0             36.61
                   .312             27.64                               7.9             41.14
                   .322             28.66                               8.2             42.65
                   .344             30.33                               8.7             45.14
                   .375             32.99                               9.5             49.10
                   .438             38.26                              11.1             56.94
                   .500             43.44                              12.7             64.64

10.750             .188             21.34            273.1              4.8             31.76
                   .203             23.08                               5.2             34.35
                   .219             24.82                               5.6             36.94
                   .250             28.28                               6.4             42.09
                   .279             31.29                               7.0             46.57
                   .307             34.29                               7.8             51.03
                   .344             38.11                               8.7             56.72
                   .365             40.65                               9.3             60.50
                   .438             48.19                              11.1             71.72
                   .500             54.80                              12.7             81.55

12.750             .203             27.46            323.9              5.2             40.87
                   .219             29.54                               5.6             43.96
                   .250             33.67                               6.4             50.11
                   .279             37.27                               7.1             55.47
                   .312             41.37                               7.9             61.56
                   .331             43.91                               8.4             65.35
                   .344             45.44                               8.7             67.62
                   .375             49.49                               9.5             73.65
                   .500             65.48                              12.7             97.46

</TABLE>


                        OIL COUNTRY TUBULAR GOODS (OCTG)
                                     GRADES
                                    H40 H276
                                    J55 J379

                                     LENGTHS
                         Range 1 16-25 ft. 4.88 - 7.62 m
                        Range 2 25-34 ft. 7.63 - 10.36 m
                        Range 3 34-48 ft. 10.37 - 14.63 m

                For Inspection purposes Document (9) supersedes.
<TABLE>

OIL COUNTRY GOODS

                   IMPERIAL                                           METRIC

 O.D.              W/T              Weight           O.D.              W/T              Weight
Inches            Inches           Lbs./Lin.Ft.               mm                 mm               kg/m
<S>             <C>                 <C>              <C>              <C>               <C>
 2.375             .190               4.70            60.3             4.83              6.99

 2.875             .217               6.50            73.0             5.51              9.67

 3.500             .254               9.30            88.9             6.45             13.84

 4.500             .205               9.50           114.3             5.21             14.14
                   .224              10.50                             5.69             15.63
                   .250              11.60                             6.35             17.26

 5.500             .244              14.00           139.7             6.20             20.83
                   .275              15.50                             6.99             23.07
                   .304              17.00                             7.72             25.30

 7.000             .231              17.00           177.8             5.87             25.30
                   .272              20.00                             6.91             29.76
                   .317              23.00                             8.05             34.27
                   .362              26.00                             9.19             38.69

 8.625             .264              24.00           219.1             6.71             35.72
                   .304              28.00                             7.72             41.67
                   .352              32.00                             8.94             47.62

 9.625             .312              32.30           244.5             7.92             48.11
                   .352              36.00                             8.94             53.62

10.750             .279              32.75           273.0             7.09             48.74

</TABLE>



                       HOLLOW STRUCTURAL SECTIONS (H.S.S.)

                                     GRADES
                                 IMPERIAL METRIC
                                    42W 300W
                                    50W 350W

                         Waterwell Casing - ASTM A589-B
                          Pipe and Piling - ASTM A252-3


                                STANDARD LENGTHS
                                  20 ft. 6.10 m
                                  24 ft. 7.32 m
                                  32 ft. 9.75 m
                                 40 ft. 12.19 m
                                 48 ft. 14.63 m
                                 60 ft. 18.29 m
                                 66 ft. 20.12 m


               For Inspection purposes Document (104) supersedes.

SQUARES
<TABLE>
                   IMPERIAL                                           METRIC

 Size              W/T             Weight                 Size         W/T              Weight
Inches            Inches           Lbs./Lin.Ft.               mm x mm   mm               kg/m
<S>             <C>                <C>               <C>                <C>             <C>
1.0 x 1.0         .100                1.14           25.4 x 25.4        2.54             1.69
                  .125                1.35                              3.18             2.01

1-1/4x1-1/4       .100                1.48           31.1 x 31.8        2.54             2.20
                  .125                1.78                              3.18             2.65

1-1/2x1-1/2       .100                1.82           38.1 x 38.1        2.54             2.71
                  .125                2.21                              3.18             3.28
                  .188                3.05                              4.78             4.54

2.0 x 2.0         .100                2.48           50.8 x 50.8        2.54             3.70
                  .125                3.06                              3.18             4.55
                  .188                4.33                              4.78             6.45
                  .250                5.41                              6.35             8.05

2.5 x 2.5         .125                3.91           63.5 x 63.5        3.18             5.82
                  .188                5.61                              4.78             8.35
                  .250                7.11                              6.35            10.60

3.0 x 3.0         .125                4.74           76.2 x 76.2        3.18             7.10
                  .188                6.89                              4.78            10.30
                  .250                8.81                              6.35            13.10
                  .375               11.74                              9.53            17.50

3.5 x 3.5         .188                8.17           88.9 x 88.9        4.78            12.2
                  .250               10.50                              6.35            15.60
                  .375               14.70                              9.53            21.90

4.0 x 4.0         .125                6.44           101.6 x 101.6      3.18             9.60
                  .188                9.45                              4.78            14.10
                  .250               12.20                              6.35            18.20
                  .313               14.80                              7.95            22.10
                  .375               17.30                              9.53            25.70
                  .500               20.88                             12.70            31.10

5.0 x 5.0         .188               12.00           127.0 x 127.0      4.78            17.90
                  .250               15.60                              6.35            23.20
                  .313               19.10                              7.95            28.40
                  .375               22.40                              9.53            33.30
                  .500               28.41                             12.70            42.30


6.0 x 6.0         .188               14.60           152.4 x 152.4      4.78             21.70
                  .250               19.00                              6.35             28.30
                  .313               23.40                              7.95             34.80
                  .375               27.50                              9.53             40.90
                  .500               35.20                             12.70             52.40

7.0 x 7.0         .188               17.10           177.8 x 177.8      4.78             25.50
                  .250               22.40                              6.35             33.40
                  .313               27.60                              7.95             41.10
                  .375               32.60                              9.53             48.50
                  .438               37.50                             11.13             55.70
                  .500               42.00                             12.70             62.60

8.0 x 8.0         .188               19.00           203.2 x 203.2      4.78             29.30
                  .250               25.80                              6.35             38.40
                  .313               31.90                              7.95             47.50
                  .344               34.80                              8.74             51.90
                  .375               37.70                              9.53             56.10
                  .500               48.90                             12.70             72.70

10 x 10           .250               32.60           254.0 x 254.0      6.35             48.60
                  .375               47.90                              9.53             71.30
                  .500               62.50                             12.70             93.00

12 x 12           .250               39.40           304.8 x 304.8      6.35             58.70
                  .375               58.10                              9.53             86.50
                  .500               76.10                             12.70            113.00

RECTANGLES


2.0 X 1.0         .100                1.82            50.8 x 25.4       2.54              2.71
                  .125                2.21                              3.18              3.28

3.0 X 2.0         .125                3.91            76.2 X 50.8       3.18              5.82
                  .188                5.61                              4.78              8.35
                  .250                7.11                              6.35             10.60

4.0 X 2.0         .125                4.76           101.6 X 50.8       3.18              7.10
                  .188                6.89                              4.78             10.30
                  .250                8.81                              6.35             13.10
                  .313               10.60                              7.95             15.80
                  .375               11.74                              9.53             17.50

4.0 x 3.0         .125                5.60           101.6 x 76.2       3.18              8.30
                  .188                8.20                              4.78             12.20
                  .250               10.50                              6.35             15.60
                  .313               12.70                              7.95             18.90
                  .375               14.70                              9.53             21.90

5.0 x 2.0         .125                5.60           127.0 x 50.8       3.18              8.30
                  .188                8.20                              4.78             12.20
                  .250               10.50                              6.35             15.60

5.0 x 3.0         .125                6.45           127.0 x 76.2       3.18              9.60
                  .188                9.45                              4.78             14.10
                  .250               12.20                              6.35             18.20
                  .313               14.80                              7.95             22.10
                  .375               17.30                              9.53             25.70
                  .500               20.90                             12.70             31.10

6.0 x 2.0         .125                6.45           152.4 x 50.8       3.18              9.60
                  .188                9.30                              4.78             13.90
                  .250               12.00                              6.35             17.90
                  .313               14.50                              7.95             21.60
                  .375               16.80                              9.53             25.10

6.0 x 3.0         .188               10.70           152.4 x 76.2       4.78             16.00
                  .250               13.90                              6.35             20.70
                  .313               17.00                              7.95             25.30
                  .375               19.80                              9.53             29.50

6.0 x 4.0         .125                8.20           152.4 x 101.6      3.18             12.20
                  .188               12.00                              4.78             17.90
                  .250               15.60                              6.35             23.20
                  .313               19.10                              7.95             28.40
                  .375               22.40                              9.53             33.30
                  .500               28.40                             12.70             42.30

7.0 x 5.0         .188               14.60           177.8 x 127.0      4.78             21.70
                  .250               19.00                              6.35             28.30
                  .313               23.40                              7.95             34.80
                  .375               27.50                              9.53             40.90
                  .500               35.20                             12.70             52.40

8.0 x 4.0         .188               14.60           203.2 x 101.6      4.78             21.70
                  .250               19.00                              6.35             28.30
                  .313               23.40                              7.95             34.80
                  .375               27.50                              9.53             40.90
                  .500               35.20                             12.70             52.40

8.0 x 6.0         .188               17.10           203.2 x 152.4      4.78             25.50
                  .250               22.40                              6.35             33.40
                  .313               27.60                              7.95             41.10
                  .375               32.60                              9.53             48.50
                  .500               42.20                             12.70             62.60

9.0 x 7.0         .250               25.80           228.6 x 177.7      6.35             38.40

10.0 x 6.0        .250               25.80           254.0 x 152.4      6.35             38.40
                  .313               31.90                              7.95             47.50
                  .375               37.70                              9.53             56.10
                  .438               43.40                             11.13             64.60
                  .500               48.90                             12.70             72.70

12.0 x 8.0        .250               32.60           304.8 x 203.2      6.35             48.60
                  .375               47.90                              9.53             71.30
                  .500               62.50                             12.70             93.00

</TABLE>
                                   APPENDIX K

               EMERGENCY PROCEDURES FOR SERIOUS ACCIDENTS/FATALITY

Sound emergency signal (first person at accident scene).
Each employee shuts down their individual machine.
Foreman/Leadhand:
                  Remain at scene of accident and render assistance.
                  Appoint someone to notify First Aid
                  Appoint someone to notify Yard Foreman.
                  Appoint someone to evacuate area.
Electrical Personnel:
                  Respond to emergency signal.
                  Report to scene of accident.
Shop Stewards:
                  Assist in evacuation of employees if not directed to
                  other responsibilities.
Yard Foreman/Leadhand
                  To be at security gate and wait for emergency vehicles.
                  Responsible for Traffic Control.
                  Direct emergency vehicles in.
                  Keep other vehicles and personnel away from accident
                  scene.
First Aid Personnel
                  Administer First Aid.
                  Notify or assign someone to notify emergency services as
                   needed.
Notification to Relatives:
                  By Company Representatives.


Notification to other P.S.L. Employees as to situations
(all Shifts):     Responsibility of Company Safety Coordinator and
                  Union Executive.
Press Release:
                  Company Representative:  R.D. McIntosh
                  Union Representative:    Union President


                                   APPENDIX K

                       GENERAL PLANT EVACUATION PROCEDURES

In the event that it is  necessary  to  evacuate  any  building,  the  following
procedures shall apply.

At the sound of the evacuation  signal - one long  continuous  blast of the mill
horn - all employees must:

A) Turn off the power on any equipment being operated.  B) Immediately  evacuate
the building via the nearest exit and proceed to the designated  evacuation area
for that building.  The designated evacuation area for each building shall be at
a posted sign adjacent to each building.  C) Wait at the  designated  evacuation
area for further  instructions.  D) If any employee leaves the property during a
building  or plant  evacuation,  they must  punch out their  time card or advise
security.

The decision to sound the emergency  evacuation  shall be at the sole discretion
of the supervision on shift.

                            SENIOR EVACUATION OFFICER
                            MANAGEMENT REPRESENTATIVE
                          BUILDING EVACUATION OFFICERS
---------------------------------------------- ----------------- ---------------

Mill I & II & III     Oil Country Goods                 Fabrication/SRT   Yard
---------------------------------------------- ----------------- ---------------
---------------------------------------------- ----------------- ---------------

Senior Supervisor     Production Foreman                Foreman Foreman/Leadhand
on Shift
---------------------------------------------- ----------------- ---------------
---------------------------------------------- ----------------- ---------------

Alternate             Alternate                         Alternate     Alternate
---------------------------------------------- ----------------- ---------------
---------------------------------------------- ----------------- ---------------

Leadhand              Leadhand                          Leadhand       Leadhand
---------------------------------------------- ----------------- ---------------



                                          AREA EVACUATION OFFICERS
---------------------------------------- --------------------- -----------------

Mill I & II & III      Oil Country Goods                 Fabrication       Yard
                                                                          /SRT
---------------------------------------- --------------------- -----------------
---------------------------------------- --------------------- -----------------

Inspection Foreman/Leadhand  Leadhand                 Foreman           Foreman/
                                                                       Leadhand
---------------------------------------- --------------------- -----------------


                                   APPENDIX K

                DUTIES & RESPONSIBILITIES OF EVACUATION OFFICERS

SENIOR EVACUATION OFFICER
-        Ensure that all employees are aware of evacuation procedures and
          responsibilities.

BUILDING EVACUATION OFFICER
-        Ensure that all personnel have evacuated the building.
-        Determine necessary steps to be taken to correct the reason for the
          evacuation.
-        Notify outside emergency sources as required.
-        Notify yard supervision.
-        Advise outside emergency  sources,  upon their arrival,  as to the
          problem and possible hazards they might encounter.
-        Notify senior evacuation officer.

AREA EVACUATION OFFICER
-        Proceed to designated building evacuation area.
-        Confirm with each supervisor and/or leadhand that all their personnel
          are at the evacuation area.
-        Advise building evacuation officer that all personnel are accounted
          for or who is missing.
-        Assist building evacuation officer in locating any missing personnel.
-        Advise all personnel at the evacuation area to:
                           A)  Remain at evacuation area
                  OR       B)  Return to work
                  OR       C)  Proceed to alternate area 1 = Mill I Lunchroom
         OR       D)  Proceed to alternate area 2 = Mill II Lunchroom
         OR       E)  Proceed to alternate area 3 = Parking Lot
                  OR       F)  Leave property.
YARD FOREMAN
-        Direct any outside emergency vehicles to the location of the emergency.
-        Ensure that non-essential personnel are kept away (crowd control).
-        Determine  if yard crew should also be  evacuated  and if this is
          necessary,  then  designate  someone to notify the crew.
-        Be  available  with heavy  yard  equipment  if  required  by the
          building  evacuation  officer or outside emergency personnel.