Exhibit 10.3

                            OREGON STEEL MILLS, INC.
             2005 NON-EMPLOYEE DIRECTOR EQUITY COMPENSATION PROGRAM
                     UNDER THE 2005 LONG-TERM INCENTIVE PLAN

1.  PURPOSE.

The purposes of this Program are to attract and retain the services of the
Participants who make significant contributions to the Company; to further the
growth and financial success of the Company by aligning the interests of the
Participants with the interests of the Company's stockholders; and to provide
the Participants with an incentive for long-term value creation.

2.  DEFINITIONS.

For purposes of the Program, terms are defined as set forth in the 2005
Long-Term Incentive Plan, and as follows:

"Common Stock" means the common stock of the Company, par value $.01 per share.

"Effective Date" means April 28, 2005.

"Participant" means a Non-Employee Director who is granted a Restricted Stock
award under this Program.

"Plan" means the Oregon Steel Mills, Inc. 2005 Long-Term Incentive Plan, as
amended from time to time.

"Program" means this Oregon Steel Mills, Inc. 2005 Non-Employee Director Equity
Compensation Program, as amended from time to time.

"Retirement" means termination of an individual's directorship with at least ten
years of service as a member of the Board or after age 70.

"Termination of Directorship" means the date upon which any Participant ceases
to be a member of the Board for any reason.

In addition, certain other terms used herein have definitions given to them in
the first place in which they are used.

3.  ADMINISTRATION.

The Program is administered by the Committee. The Committee has the authority to
adopt, alter, supplement and repeal such administrative rules, guidelines and
practices governing the Program as the Committee deems advisable, to interpret
the terms and provisions of the Program and any Restricted Stock Award issued
under the Program (and any agreement relating thereto) and to otherwise
supervise the administration of the Program.

The determination of the Committee on all matters relating to the Program or any
agreement relating thereto is conclusive and final. No member of the Committee
will be liable for any action or determination made in good faith with respect
to the Program or any Award.

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4.  ELIGIBILITY.

Only individuals who are Non-Employee Directors are eligible to be granted
Awards under the Plan.

5.  RESTRICTED STOCK AWARDS.

     5.1. Initial Grants. Each participant who first becomes a Non-Employee
          Director after the Effective Date is automatically granted an initial
          Restricted Stock Award on the date of such election or appointment, in
          the number of shares of Common Stock equal to $30,000, based on the
          Fair Market Value of the shares on the grant date (the "Initial Grant
          Amount"). Such Initial Grant is in addition to any Annual Grant as
          described in Section 5.2 below.

     5.2. Annual Grants. On the date of each annual meeting of the Company's
          stockholders on or after the Effective Date, each person who is a
          Non-Employee Director immediately following such meeting (regardless
          of whether elected, re-elected or retained as a Non-Employee Director
          at such meeting) will automatically be granted an Award of Restricted
          Stock in the number of shares of Common Stock (the "Annual Grant
          Amount") equal to $25,000 at the Fair Market Value as of such meeting
          date. (The Initial Grant Amount and the Annual Grant Amount are
          referred to herein collectively as the "Grant Amounts".)

     5.3. Available Shares. In the event that the number of shares of Common
          Stock available for future grant under the Plan is insufficient to
          make all automatic grants required to be made on a given date, then
          all Non-Employee Directors entitled to a grant on such date will share
          ratably in the number of shares of Common Stock in accordance with the
          number of shares available for grant under the Plan.

6.  AWARD TERMS.

Restricted Stock Awards granted under the Program will be evidenced by a grant
agreement and will be subject to the following terms and conditions:

     6.1. Vesting. Except as otherwise provided in this Program, Awards will
          vest as follows:

                     Percentage of Shares
                       Awarded  That Vest    Time Period or Event
                     --------------------    ----------------------------------
                                  33 1/3%    One year from date of grant
                                  66 2/3%    Two years from the date of grant
                                     100%    Three years from the date of grant
                                     100%    Upon a Change in Control

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     6.2. Termination of Directorship. If a Termination of Directorship occurs,
          any unvested Award may vest in accordance with the following:

                      If Termination of
                     Directorship is for:    Disposition of Unvested Awards
                     --------------------    ------------------------------
                           Death                    Vest immediately
                         Disability                 Vest immediately
                         Retirement                     Forfeited
                        Not elected or                  Forfeited
                           removed

     6.3. Taxation. Unless a timely tax election is otherwise made by a
          Participant, the vesting of each portion on an Award of Restricted
          Stock is a taxable event, documented by a 1099 for the Participant
          reporting the amount of the Fair Market Value of the Restricted Shares
          on the vesting date.

7.  SECURITIES LAW AND LISTING MATTERS.

     7.1. Compliance with Laws. If the Committee deems it necessary, the Company
          may require that a restrictive legend be affixed to certificates for
          shares of Common Stock issued pursuant to Awards.

     7.2. Registration and Listing. If the Committee determines, in its
          discretion, that it is necessary or desirable that the shares subject
          to any Award (a) be registered, listed or qualified on any securities
          exchange or the Nasdaq Stock Market or under any applicable law, or
          (b) be approved by any governmental regulatory body, or (c) be
          approved by the stockholders of the Company, as a condition of, or in
          connection with, the granting of such Award, the Award may not be
          exercised in whole or in part unless such registration, listing,
          qualification or approval has been obtained free of any condition not
          acceptable to the Committee.

8.  AMENDMENT OR TERMINATION OF THIS PROGRAM.

Unless previously terminated by the Board, this Program will terminate on May
31, 2010 and no Awards will be granted thereafter. Such termination will not
affect any Award previously granted. The Board may from time to time in its
discretion amend or modify this Program without the approval of the stockholders
of the Company, except as such approval as may be required under the Exchange
Act, the Code or by the national securities exchange on which the Common Stock
is traded.

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9.  GENERAL PROVISIONS.

     9.1. Plan Terms. The Program is subject to the terms of the 2005 Long-Term
          Incentive Plan and the terms of the Plan are incorporated by reference
          into the 2005 Program. The Company and the Committee retain all rights
          and authority under the Plan and 2005 Program with respect to an
          Award. Any conflict between the Plan and the 2005 Program will be
          resolved in favor of the Plan.

     9.2. No Other Rights. Nothing in the Program, or any Award granted under
          the Plan, will confer any right to any person to continue as a
          director of the Company or interfere in any way with the rights of the
          stockholders of the Company or the Board to elect and remove
          directors.

     9.3. Assignment or Transfer. No Awards or other interest or rights under
          the 2005 Program or the Plan may be sold, assigned, transferred,
          pledged or otherwise encumbered, except by will or by the laws of
          descent and distribution; provided that, if so determined by the
          Committee, a Participant may, in the manner established by the
          Committee, designate a beneficiary to exercise the rights of the
          Participant with respect to any Award upon the death of the
          Participant.

     9.4. Dispute Resolution. Any dispute or disagreement which arises under, or
          as a result of, or pursuant to, this 2005 Program will be resolved by
          the Company's Board or Committee in its absolute discretion, and any
          such determination or any other determination by the Board or
          Committee under or pursuant to this 2005 Program and any
          interpretation by the Board or Committee of the terms of the 2005
          Program will be final, binding and conclusive on all persons affected.

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