Exhibit 10.2

                            OREGON STEEL MILLS, INC.
              2005 Executive Officer Annual Incentive Plan ("AIP")

1)  Purpose.

    The purpose of the Oregon Steel Mills, Inc. 2005 Executive Officer Annual
    Incentive Plan is to enhance the ability of the Company to attract,
    motivate, reward and retain executive officers. It is also to align their
    interests with those of the Company's stockholders by providing additional
    cash compensation to designated executives of the Company based on the
    achievement of objective performance targets.

2)  Definitions.

    a)  "Award" means an annual incentive bonus earned by a Participant under
        the Plan for a Year. Awards will vary depending on performance: 0% of
        the Target Award Percentage for performance below Threshold Performance,
        50% of the Target Award Percentage for reaching Threshold Performance,
        100% of the Target Award Percentage for achieving Target Performance,
        150% of the Target Award Percentage for achieving Stretch Performance,
        and 200% of the Target Award Percentage for achieving Extraordinary
        Performance. For performance above Threshold and below Extraordinary
        levels, awards may be calculated by interpolating on a straight line
        basis between the established goals.

    b)  "Average Assets" means the sum of beginning and ending assets for such
        Year, divided by two.

    c)  "Base Salary" for a Year means the Participant's annual base salary
        actually received as a participant for the year. Base salary does not
        include Awards under the Plan, long-term incentive awards, imputed
        income from such programs as executive life insurance, or nonrecurring
        items such as moving expenses. It is also based on salary before
        reductions for such items as contributions under Section 401(k) of the
        Internal Revenue Code of 1986, as amended.

    d)  "Board" means the Board of Directors of the Company.

    e)  "CEO" means the Chief Executive Officer of the Company.

    f)  "Committee" means the Compensation Committee of the Board.

    g)  "Company" means Oregon Steel Mills, Inc., a Delaware Corporation, its
        successors and assigns.

    h)  "Division" means Oregon Steel Mills Division or Rocky Mountain Steel
        Division.

    i)  "Disability" means permanent disability, as defined in the Company's
        long-term disability plan.

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    j)  "Executive Officer" means an officer of the Company or a Division.

    k)  "Extraordinary Performance," for any Year, means the level of
        achievement, as established by the Committee, of Performance Criteria
        necessary for maximum award under the Plan.

    l)  "Net Income" means net income after taxes for the Company as reflected
        in the Company's audited consolidated financial statements before
        extraordinary or unusual items (e.g. charges for divestiture and
        restructuring activities) and the cumulative effect of any change in
        accounting principles.

    m)  "Participant," for any Year, means an executive officer recommended by
        the CEO and approved by the Committee for participation in the Plan for
        such Year. Exhibit 1 provides a list of eligible executive officers
        selected to participate in 2004.

    n)  "Performance Criteria" means:

        i)      Net Income

        ii)     Return on Assets,

        iii)    Plant Contribution, Operating Income, or

        iv)     a combination of the foregoing or such other performance
                measures as the Committee may approve from time to time.

        v)      Performance Criteria may be in respect to the performance of the
                Company and its Subsidiaries (which may be on a consolidated
                basis), a division, a Plant, or any combination of the
                foregoing. It may be absolute or relative and may be expressed
                in terms of a progression within a specified range.

    o)  "Year" means the fiscal year of the Company or any other period
        designated by the Committee with respect to which an Award is earned.
        Upon meeting the Performance Criteria, a Participant earns an Award.

    p)  "Performance Goals" means the Target, Threshold, Stretch and
        Extraordinary Performance levels specifically.

    q)  "Plan" means this Annual Incentive Plan.

    r)  "Plant" means a plant of the Company as may be designated by the
        Committee.

    s)  "Plant Contribution," for any Year, means Return on Assets of that plant
        for such period, as reflected in the Company's internal financial
        statements for such Year.

    t)  "Return on Assets" or "ROA" for any Year means:

        i)      in respect to the Company, consolidated operating income of the
                Company for such period, as reflected in the Company's internal
                financial statements for such Year, before extraordinary or
                unusual items (e.g. charges for divestiture and restructuring
                activities) and the cumulative effect of any change in
                accounting principles, divided by Average Assets, and

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        ii)     In respect to a Plant, operating income of said Plant as
                reflected in the Company's internal financial statements for
                such Year divided by Average Assets of that Plant.

        iii)    In respect to a Division, operating income of said Division as
                reflected in the Company's internal financial statements for
                such Year divided by Average Assets of that Division.

    r)  "Stretch Performance," for any Year, means the level of achievement, as
        established by the Committee, of the Performance Criteria level
        necessary to earn 1.5 times the target pay out for the Plan.

    s)  "Target Award Percentage" for a Participant with respect to any Year
        means the percentage of the Participant's Base Salary as established by
        the Committee the Participant would earn as an Award for that Year upon
        attainment of the Performance Targets applicable to such Participant.

    t)  "Target Performance," for any Year, means the level of achievement, as
        established by the Committee, of the Performance Criteria level
        necessary to earn the target pay out for the Plan.

    u)  "Threshold Performance," for any Year, means the minimally acceptable
        level of achievement, as established by the Committee of the Performance
        Criteria necessary to earn any award under the measure.

3)  Eligibility.

    a)  Participation in the Plan for a Year is limited to the CEO and those
        other executive officers who, because of their significant impact on the
        current and future success of the Company, the CEO recommends and the
        Committee approves for participation in the Plan for that Year.

    b)  To be eligible to receive an Award for any Year a Participant must be
        actively employed by the Company on the last day of the Year. Subject to
        the recommendation of the CEO and Committee approval, newly hired
        executive officers will be eligible to participate on their date of
        hire.

4)  Administration.

    a)  The Committee administers the Plan. Each member of the Committee must be
        an "outside director" within the meaning of Section 162(m) of the
        Internal Revenue Code and the regulations promulgated thereunder. The
        Committee has full authority to establish the rules and regulations
        relating to the Plan and to interpret the Plan and those rules and
        regulations. The Board has the authority to approve Participants in the
        Plan, to approve the Performance Goals and Target Award Percentages
        applicable to each Participant. The Committee has the authority to
        decide and interpret the facts in any case arising under the Plan and to
        make all other determinations and to take all other actions

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        necessary or appropriate for the proper administration of the Plan,
        including the delegation of such authority or power, where appropriate.
        However, the Committee is not authorized to increase the amount of the
        Award that would otherwise be payable pursuant to the terms of the Plan,
        without Board approval. The Committee's administration of the Plan,
        including all such rules and regulations, interpretations, selections,
        determinations, approvals, decisions, delegations, amendments,
        terminations and other actions, are in the sole and exclusive discretion
        of the Committee. Its decisions, when made, are final and binding on the
        Company and the Participants and their respective beneficiaries.

5)  Determination of Awards.

    a)  The CEO prepares, for Committee review and approval, schedules with
        respect to each Year, which after approval will be treated as part of
        the Plan for that Year, setting forth:

        i)      The executive officers, if any, who are Participants during that
                Year,

        ii)     The Company and Plant Performance Goals at the Threshold, Target
                and Stretch and Extraordinary Performance levels, and

        iii)    The Target Award Percentages for each Participant in each case,
                before the expiration of 50% of the relevant Year, but no later
                than 90 days after the commencement of such Year (Performance
                Criteria must be substantially uncertain when Performance Goals
                are set) and

        i)      The Performance Targets are based on one or more Performance
                Criteria. The CEO notifies each Participant of his or her Target
                Award Percentage and Performance Goals for the Year.

    b)  The amount of a Participant Award is equal to the product of his or her
        Target Award Percentage (adjusted for performance in accordance with 2a)
        multiplied by his or her Base Salary received as a participant of the
        Plan during the Year.

    c)  Notwithstanding anything contained in this Plan to the contrary, the
        Committee in its sole discretion may reduce any Award to any Participant
        to any amount, including zero, of the amount of such Award.

6)  Changes to the Performance Goals.

    The Committee may change the Performance Goal(s) to reflect a change in
    corporate capitalization or a corporate transaction, such as a merger,
    consolidation, separation, reorganization or partial or complete
    liquidation. It may also change the Performance Goal(s) to reflect the
    occurrence of unexpected events, such as an acquisition or disposition,
    product liability judgment or such others as the Committee may determine.
    The change of the Performance Target(s) must be made prior to the expiration
    of 25% of the relevant Year, but no later than 90 days after the
    commencement of such Year.

7)  Payment of Awards.

    As soon as practicable after the close of a Year, the CEO reviews and
    approves each Participant Award and the Committee reviews and approves any
    award earned by the CEO. Each Award is paid in a single lump sum cash
    payment as soon as practicable after the close of the Year, but no later
    than 2-1/2 months after the close of the Year in which the Award was earned.

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8)  Designation of Beneficiary.

    A Participant may designate a beneficiary or beneficiaries who, in the event
    of the Participant's death prior to full payment of any Award hereunder,
    receives payment of any Award due under the Plan. The Participant will
    designate the beneficiary on a form prescribed by the Committee. The
    Participant may, at any time, change or revoke such designation. A
    beneficiary designation, or revocation of a prior beneficiary, will be
    effective only if it is made in writing on a form provided by the Company,
    signed by the Participant and received by the Secretary of the Company. If
    the Participant does not designate a beneficiary or the beneficiary dies
    prior to receiving any payment of an Award, Awards payable under the Plan
    are paid to the Participant's estate.

9)  Amendments.

    The Committee may at any time amend (in whole or in part) this Plan. An
    amendment, which adversely affects any Participant's rights to or interest
    in an Award earned prior to the date of the amendment, are not effective
    unless the Participant has agreed thereto. Awards are not intended to be
    subject to the deduction limitation of Section 162(m) of the Internal
    Revenue Code of 1986 and the regulations publicize thereunder. The Committee
    is not entitled to exercise any discretion otherwise authorized hereunder
    with respect to Awards if the ability to exercise such discretion or the
    exercise of such discretion itself would cause the compensation attributable
    to such Awards to be subject to such deduction limitation.

10) Termination.

    The Committee may terminate this Plan (in whole or in part) at any time. In
    the case of such termination, the following provisions apply notwithstanding
    any other provisions of the Plan to the contrary:

    a)  The Committee must publicize administrative rules applicable to Plan
        termination. Each affected Participant shall receive a copy of the
        administrative rules prior to the termination, with respect to each Year
        which has commenced on or prior to the effective date of the Plan
        termination (the "Termination Date") and for which the Award has not yet
        been paid. The Award would consist of an amount equal to the amount his
        or her Award would have been had the Plan not been terminated (prorated
        for the Year in which the Termination Date occurred), subject to
        reduction in the discretion of the Committee.

11) Miscellaneous Provisions.

    a)  This Plan is not a contract between the Company and the executive
        officers or the Participants. Neither the establishment of this Plan,
        nor any action taken hereunder, is construed as giving any individual
        any right to be a Participant, receive an Award or be retained in the
        employ of the Company. The Company is under no obligation to continue
        the Plan.

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    b)  A Participant's right and interest under the Plan may not be assigned or
        transferred, except as provided in Section 9 of the Plan. Any attempted
        assignment or transfer is null and void and extinguishes, in the
        Company's sole discretion, the Company's obligation under the Plan to
        pay Awards with respect to the Participant.

    c)  The Plan is not funded. The Plan is not required to establish any
        special or separate fund, or to make any other segregation of assets, to
        assure payment of Awards.

    d)  The Company has the right to deduct from Awards paid any taxes or other
        amounts required by law to be withheld.

    e)  Nothing contained in the Plan limits or affects in any manner or degree
        the normal and usual powers of management exercised by the executives,
        officers, the Board or committees thereof. Management will continue to
        have the power to change the duties or the character of employment of
        any employee (including any executive) of the Company or to remove the
        individual from the employment of the Company at any time, all of which
        rights and powers are expressly reserved.

    f)  The Plan and all rights hereunder are construed in accordance with and
        governed by the laws of the State of Oregon.

    g)  Severability. If all or any part of this Plan is declared, by any court,
        governmental authority or arbitrator, to be unlawful or invalid, such
        unlawfulness or invalidity will not serve to invalidate any portion of
        this Plan not declared to be unlawful or invalid. Any section or part of
        a section so declared to be unlawful or invalid will, if possible, be
        construed in a manner which will give effect to the terms of such
        section or part of a section to the fullest extent possible while
        remaining lawful and valid.

    h)  Accounting. All accounting issues arising due to the existence of this
        Plan will be determined in accordance with generally accepted accounting
        principles.

    i)  Non-uniform Determinations. Neither the Committee's nor the Board's
        determinations under this Plan need to be uniform and may be made by the
        Committee or the Board selectively among persons who receive, or are
        eligible to receive, Awards (whether or not such persons are similarly
        situated).

12) Effective Date.

    This Plan was approved by the Board of Directors February 3, 2005 and is
    effective as of January 1, 2005.