Exhibit 10.19

                              PRUDENTIAL STEEL LTD.
                     SUPPLEMENTAL EMPLOYEES' RETIREMENT PLAN
                                    JULY 1998


TABLE OF CONTENTS




Section 1 - Interpretation.....................................................1

Section 2 - Commencement Date..................................................2

Section 3 - Eligibility and Enrolment..........................................3

Section 4 - Contributions......................................................4

Section 5 - Supplemental Retirement Benefits...................................5

Section 6 - Death Benefits.....................................................6

Section 7 - Termination Benefits...............................................7

Section 8 - Disability Benefits................................................8

Section 9 - Administration.....................................................9

Section 10 - Non-Alienation of Benefits.......................................10

Section 11 - Plan Not A Contract of Employment................................11

Section 12 - Modification, Termination or Discontinuance of the Plan..........12



                            ARTICLE 2 Interpretation


                                        5




                                        1

ARTICLE 2.........Interpretation

Definitions.  In this  Plan,  the  following  words and  phrases  shall have the
following  meanings,  respectively,  unless a different  meaning is specifically
required by the context.


Basic Plan means the Prudential Steel Ltd.  pension plan for salaried  employees
as such shall exist from time to time.

Beneficiary  means a beneficiary  designated by a Participant in accordance with
Section 3.4.

Commencement  Date means the date to which reference is made in Section 2 of the
Plan.

Employee means an individual employed by the Employer.

Employer  means  Prudential  Steel  Ltd.  and  such  subsidiary  and  associated
companies  as may be  designated  by the Board of  Directors  from time to time,
subject  to such  terms  and  conditions  as may be  provided  by the  Board  of
Directors, except that reference in the Plan to any action to be taken, consent,
approval or opinion to be given or decision to be  exercised or made shall refer
to Prudential Steel Ltd. and acting through its Board of Directors or any person
or persons from time to time authorized, appointed or designated by the Board of
Directors for the purposes of the Plan.

Income Tax Act means the Income Tax Act,  being  Chapter 63 of the  Statutes  of
Canada,  1970-71-72,  and all Regulations  issued pursuant  thereto,  and to the
extent  applicable,   includes   Information  Circular  72-13R8  issued  by  the
Department of National Revenue, each as amended or replaced from time to time.

Participant means an Employee of the Employer who becomes a Participant pursuant
to the provisions of Section 3 of the Plan and includes a Participant who, after
termination  of his  employment  with the Employer,  continues to have rights or
contingent rights to benefits under this Plan.

Plan means the Prudential Steel Ltd. Supplemental Employees' Retirement Plan.

Spouse of a  Participant  shall have the same  meaning and be the same person as
applicable under the terms of the Basic Plan.

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


Number and Gender.  In this Plan, words importing the singular shall include the
plural,  and reference to the masculine gender shall include the feminine gender
and vice versa,  wherever used,  unless the context  requires  otherwise.  Other
Terms.  Any term not  specifically  defined in this Plan shall,  where necessary
and/or  consistent,  have the same meaning as ascribed to such term in the Basic
Plan.



                                                         2

Commencement Date

The Commencement Date of the Plan is January 1, 1994.

Eligibility and Enrolment

Any  Employee  who is a Member as such is defined  under the Basic Plan shall be
eligible to be a Participant under this Plan.


An Employee shall become a Participant  if, as of the date of his termination of
employment,  retirement or death,  as the case may be and whichever  shall first
occur,  his benefits under the Basic Plan are subject to limit or restriction as
a result of the  application  of  requirements  under the  Income Tax Act or the
Regulations thereunder.


A Participant shall become such without any specific action on his behalf.


A  Participant  may  designate  on such form as is provided  for such  purpose a
Beneficiary to receive any amounts payable to a Beneficiary under the provisions
of the Plan.  Such  designation  may be  altered  or  revoked  from time to time
subject  to  any  law  governing  the  designation  of  Beneficiaries  but  such
alteration shall be valid only if made in a form  satisfactory to or approved by
the Employer. A Participant may designate his estate as his Beneficiary.  In the
event that a  Participant  dies leaving no living  designated  Beneficiary,  any
amount payable to such Beneficiary under the provisions of the Plan wi1l be paid
to the Participant's estate.


Each  Participant in the Plan shall be given a written  explanation of the terms
and  conditions  of the Plan,  including  any  amendments  thereto  which may be
adopted  from  time to time and  which  affect  the  rights  of the  Participant
hereunder,  together with an explanation of his rights and duties with reference
to the benefits available to him under the terms of the Plan.


A Participant who is in receipt of retirement benefits under the Plan and who is
rehired must, upon being rehired, elect to either:


have  his  benefit  under  the  Plan  suspended,  in  which  case he  shall,  if
applicable,  again  become a  Participant  under the Plan and accrue  additional
benefits in respect of his new service, or,

continue  receipt  of his  benefit,  in which  case he shall not again  become a
Participant under the Plan nor shall he accrue further benefits hereunder.



                                                         3

Contributions

Participant  Required  Contributions.  Participants  shall not contribute to the
Plan in any manner.


Employer Contributions. The Employer of each Participant shall contribute to the
Plan the entire cost of the benefits for such  Participant.  Such  contributions
shall be made by  paying,  as and when they fall due,  the  periodic  retirement
benefits or the lump sum  benefits  provided by the Plan in respect of each such
Participant.


Supplemental Retirement Benefits

Commencement of Supplemental  Retirement Benefits.  The commencement of periodic
retirement  benefits under the Plan shall be coincident with the commencement of
a Participant's pension under the Basic Plan.


Supplemental Retirement Benefits. The amount of a Participant's initial periodic
supplemental retirement benefit under this Plan shall be equal to the excess of:


his periodic  pension that would have been payable  under the Basic Plan were it
not for the  application of the limits on such periodic  pension  imposed by the
requirements of the Income Tax Act, over

the actual periodic pension that is payable under the Basic Plan.

Frequency  of  Payment.  Pensions  shall  be  payable  by way of  equal  monthly
installments  payable on the last day of each month,  commencing on the last day
of the month during which the Participant's pension commencement date occurs.


Form of Supplemental Retirement Benefit. A Participant's supplemental retirement
benefit shall be paid in the same form as  applicable to the pension  payable to
him from the Basic Plan.


Annual  Adjustment  of  Supplemental  Retirement  Benefits.  In the event that a
Participant's  pension payable under the Basic Plan is increased pursuant to the
provisions of the Basic Plan,  then his  supplemental  retirement  benefit under
this Plan shall be  similarly  increased at the same time and by the same factor
as is applicable under the Basic Plan.

Death Benefits

Death Prior to Commencement of Supplemental  Retirement Benefit. In the event of
a death of a  Participant  while in the service of the Employer and prior to the
commencement  of his  supplemental  retirement  benefit,  no  benefit  shall  be
payable.


Death After  Commencement of Supplemental  Retirement  Benefit.  In event of the
death  of a  Participant  after he has  commenced  his  supplemental  retirement
benefit,  under the terms of Section 5 hereof,  the amount of benefit  which the
Participant's Spouse or Beneficiary, as applicable, shall receive, if any, shall
be according to the form of payment of such supplemental retirement benefit.



                                                         4

Termination Benefits

Termination of Service Prior to Commencement of Supplemental Retirement Benefit.
If the service of a Participant  with his Employer is terminated  for any reason
other  than  death or  retirement,  and if as a result  of such  termination  of
service a deferred  pension is payable under the terms of the Basic Plan, and if
the amount of such deferred  pension is limited or restricted as a result of the
requirements  of the Income Tax Act,  then a  deferred  supplemental  retirement
benefit shall be paid hereunder.


Amount of Deferred  Supplemental  Retirement Benefit. The deferred  supplemental
retirement benefit of a Participant shall be determined as the excess of:


his periodic deferred pension that would have been provided under the Basic Plan
were it not for the  application of limits on such deferred  pension  imposed by
the requirements of the Income Tax Act, over

the actual periodic deferred pension provided under the Basic Plan.

Payment of Deferred  Supplemental  Retirement Benefit. A Participant's  deferred
supplemental retirement benefit shall commence to be paid and shall be paid with
the same  frequency  and in the same form as is his deferred  pension  under the
Basic Plan.


Forfeiture of Deferred  Supplemental  Retirement  Benefit.  Should a Participant
elect to  commute  and  transfer  from the Basic  Plan the  value of a  deferred
pension  provided  under the Basic  Plan,  then he shall  forfeit  any  deferred
supplemental  retirement benefit. There shall be no commuted value of a deferred
supplemental retirement benefit under this Plan.


Disability Benefits

If a Participant  shall become Totally  Disabled,  as such term is defined under
Article 13 of the Basic Plan, then he shall continue to participate in this Plan
in a manner consistent with his continued participation in the Basic Plan.

Administration

The Plan shall be  administered  as to its membership and benefit  provisions by
the Employer.


The  Employer  shall  have full power to  administer  the Plan,  as it  directly
affects Participants, such powers to include, but not limited to, the following:


to make and enforce  such rules and  regulations  as it shall deem  necessary or
proper for the efficient administration of the Plan;

to interpret the Plan, its interpretation,  being in good faith, to be final and
conclusive;

to decide all questions  concerning the Plan and the eligibility of any Employee
to participate in the Plan;

to compute the amount of benefits  or other  payments  which shall be payable to
any Participant,  retired  Participant,  contingent  annuitant or Beneficiary in
accordance  with the  provisions  of the Plan,  and to  determine  the person or
persons to whom shall be paid; and

to authorize all payments to be made for such purpose.

Whenever,  in the  administration  of the Plan,  any action by the  Employer  is
required,  such  action  shall be uniform in nature and  applied to all  persons
similarly situated.


Non-Alienation of Benefits

No  benefit  payable  under the  provisions  of the Plan shall be capable in any
manner of anticipation,  surrender,  commutation,  alienation,  sale,  transfer,
assignment, pledge, encumbrance, charge, or being given as security. Any attempt
or agreement to so  anticipate,  surrender,  commute,  alienate,  sell transfer,
assign, pledge, encumber, charge, or give as security the same shall be void. No
benefit  shall be in any manner  subject to the debts,  contracts,  liabilities,
engagements,  torts,  delicts or  quasi-delicts  of the person  entitled to such
benefit, except as specifically provided in the Plan.


Plan Not A Contract of Employment

This Plan shall not be deemed to constitute a contract of employment between the
Employer  and  any  Employee  of the  Employer,  to be a  consideration  for the
employment of any  Employee.  Nothing in the Plan shall give any Employee of the
Employer the right to be retained in the employ of the Employer.


Modification, Termination or Discontinuance of the Plan

The Employer expects and intends to maintain the Plan in force indefinitely, but
necessarily reserves the right to change, or terminate the Plan at any time.


No change  shall be  effective  unless the Plan as so  changed  shall be for the
exclusive   benefit  of  Participants  and  their   contingent   annuitants  and
Beneficiaries  and no  change  shall  deprive  any  person  of his  right to the
benefits which had accrued to his credit up to the time of such change.


If the Plan is  discontinued,  all  Participants  shall then immediately vest in
supplemental   retirement   benefits   accrued   for  service  to  the  date  of
discontinuance. Such vested supplemental retirement benefits shall be determined
at the date of  discontinuance  in  accordance  with  Section  7.2 of the  Plan,
assuming that the Participants had terminated their employment with the Employer
on the date of discontinuance,  and shall be payable as provided in Section 7.3,
5.3, 5.4 and 5.5 herein.


The Employer  shall have no  liability to make any payments  except as expressly
provided in the Plan.  Participation  by an eligible  Employee in the Plan shall
constitute an express release by such eligible Employee for himself,  his heirs,
beneficiaries,    executors,    trustees,    administrators   or   other   legal
representatives  in favour of the  Employer,  its officers and directors as they
may be constituted at any time during the operation of the Plan from any and all
liability for any loss or damage  whatsoever in connection with the Plan, except
through wilful misconduct or negligence.



                                       16

PRUDENTIAL STEEL LTD.  SUPPLEMENTAL  EMPLOYEES' RETIREMENT PLAN

The undersigned, the Chairman of the Board of Directors of Prudential Steel Ltd.
(the  "Corporation"),  pursuant to authority  granted by the directors at a duly
constituted  meeting of the Board of Directors held on February 25, 1998, hereby
confirms  that  R.D.  McIntosh  is  an  eligible  employee  of  the  Corporation
designated  to be a participant  of the  Corporation's  Supplemental  Employees'
Retirement  Plan with  effect from the date of adoption of such Plan on February
25, 1998. DATED the day of February, 1999.



                                 N.W. Robertson,
                       Chairman of the Board of Directors

                              PRUDENTIAL STEEL LTD.
                     SUPPLEMENTAL EMPLOYEES' RETIREMENT PLAN

The undersigned, the Chairman of the Board of Directors of Prudential Steel Ltd.
(the  "Corporation"),  pursuant to authority  granted by the directors at a duly
constituted  meeting of the Board of Directors held on February 25, 1998, hereby
confirms  that J.  Donald  Wilson is an  eligible  employee  of the  Corporation
designated  to be a participant  of the  Corporation's  Supplemental  Employees'
Retirement  Plan with  effect from the date of adoption of such Plan on February
25, 1998. DATED the day of February, 1999.



N.W. Robertson,
Chairman of the Board of Directors