Gerdau S.A. Sample Contracts

Deposit Agreement Dated as of September 18, 1997 Amended and Restated as of March 8, 1999 Amended and Restated as of May 7, 2003
Deposit Agreement • November 18th, 2008 • Gerdau S.A. • Steel works, blast furnaces & rolling & finishing mills • New York

DEPOSIT AGREEMENT dated as of September 18, 1997, as amended and restated as of March 8, 1999, and as further amended and restated as of May 7, 2003, and as further amended and restated as of ___________, 2008 among GERDAU S.A., a company incorporated under the laws of Brazil (herein called the Issuer), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners (as hereinafter defined) and Beneficial Owners (as hereinafter defined) from time to time of American Depositary ReceiptsShares issued hereunder.

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March 8, 1999
Deposit Agreement • November 18th, 2008 • Gerdau S.A. • Steel works, blast furnaces & rolling & finishing mills

Deposit Agreement dated as of March 8, 1999 (the "Deposit Agreement") by and among Gerdau S.A., The Bank of New York, as Depositary, and the Owners and Beneficial Owners of American Depositary Receipts

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Gerdau Special Steel North America SAR Award Agreement
Sar Award Agreement • October 21st, 2013 • Gerdau S.A. • Steel works, blast furnaces & rolling & finishing mills

THIS IS TO CERTIFY THAT, pursuant to the provisions of the Gerdau Special Steel North America Equity Incentive Plan (the “Plan”), Gerdau Macsteel Inc. (the “Company”) hereby grants to the person named above (the “Participant”), subject to the terms and conditions of the Plan and subject further to the terms and conditions of this Award Agreement, stock appreciation rights (“SARs”) with respect to <shares> Gerdau S.A. American Depository Shares (“ADSs”).

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Gerdau North America Restricted Stock Award Agreement (Exchange) Date Granted: November 19, 2013 < number > shares of Restricted Stock Granted To: <name>
Restricted Stock Award Agreement • October 21st, 2013 • Gerdau S.A. • Steel works, blast furnaces & rolling & finishing mills

THIS IS TO CERTIFY THAT, pursuant to the provisions of the Gerdau North America Equity Incentive Plan (the “Plan”), [Gerdau Ameristeel Corporation / Gerdau Macsteel, Inc.] (the “Company”) hereby grants to the person named above (the “Participant”), subject to the terms and conditions of the Plan and the Offer to Exchange Certain Outstanding Stock Options and Stock Appreciation Rights for Restricted Stock Units (Active Employees in the United States), Restricted Stock (Active Employees in Canada) or American Depositary Shares (Retirees) (as it may be amended from time to time, the “Offer to Exchange”), subject further to the terms and conditions of this Award Agreement, < number > shares of Restricted Stock (the “Restricted Stock”).

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Gerdau North America RSU Award Agreement (Exchange) Date Granted: November 19, 2013 < number > Restricted Share Units Granted To: <name>
Rsu Award Agreement • October 21st, 2013 • Gerdau S.A. • Steel works, blast furnaces & rolling & finishing mills

THIS IS TO CERTIFY THAT, pursuant to the provisions of the Gerdau North America Equity Incentive Plan (the “Plan”), [Gerdau Ameristeel Corporation / Gerdau Macsteel, Inc.] (the “Company”) hereby grants to the person named above (the “Participant”), subject to the terms and conditions of the Plan and the Offer to Exchange Certain Outstanding Stock Options and Stock Appreciation Rights for Restricted Stock Units, dated October 3, 2013 (as it may be amended from time to time, the “Offer to Exchange”), subject further to the terms and conditions of this Award Agreement, < number > Restricted Share Units (RSUs).

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Gerdau North America ADS Agreement (Exchange) Effective Date: November 19, 2013 < number > American Depository Shares Participant: <name>
Ads Agreement • October 21st, 2013 • Gerdau S.A. • Steel works, blast furnaces & rolling & finishing mills

THIS IS TO CERTIFY THAT, pursuant to and subject to the terms and conditions of the Offer to Exchange Certain Outstanding Stock Options and Stock Appreciation Rights for Restricted Stock Units (Active Employees in the United States), Restricted Stock (Active Employees in Canada) or American Depositary Shares (Retirees), dated October ___, 2013 (as it may be amended from time to time, the “Offer to Exchange”), and subject further to the terms and conditions of this ADS Agreement (this “Agreement”), [Gerdau Ameristeel Corporation/Gerdau Macsteel, Inc.] (the “Company”) hereby issues to the person named above (the “Participant”) < number > Gerdau S.A. American Depository Shares (“ADSs”).

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AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of September 18, 1997 Amended and Restated as of March 8, 1999
Deposit Agreement • May 6th, 2003 • Gerdau Sa • Steel works, blast furnaces & rolling & finishing mills • New York

DEPOSIT AGREEMENT dated as of September 18, 1997, as amended and restated as of March 8, 1999 , and as further amended and restated as of _________, 2003, among GERDAU S.A., a company incorporated under the laws of Brazil (herein called the Issuer), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners (as hereinafter defined) and Beneficial Owners (as hereinafter defined) from time to time of American Depositary Receipts issued hereunder.

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Gerdau Ameristeel Corporation Stock Appreciation Rights Agreement
Stock Appreciation Rights Agreement • October 21st, 2013 • Gerdau S.A. • Steel works, blast furnaces & rolling & finishing mills

THIS IS TO CERTIFY THAT, pursuant to the provisions of the Gerdau Ameristeel Corporation Amended and Restated Long-Term Incentive Plan (the “Plan”), Gerdau Ameristeel Corporation (the “Company”) hereby grants to the person named above (the “SAR Recipient”), subject to the terms and conditions of the Plan and subject further to the terms and conditions of this Stock Appreciation Rights Agreement, stock appreciation rights (“SARs”) with respect to <shares> shares of common stock of the Company.

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ARRANGEMENT AGREEMENT AMONG: GERDAU S.A. – and – GERDAU STEEL NORTH AMERICA INC. – and – GERDAU AMERISTEEL CORPORATION June 29, 2010
Arrangement Agreement • June 30th, 2010 • Gerdau S.A. • Steel works, blast furnaces & rolling & finishing mills • Ontario

WHEREAS the Company and the Acquiror propose to effect a business combination by way of a Plan of Arrangement under the provisions of the Canada Business Corporations Act;

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AMENDING AGREEMENT
Arrangement Agreement • July 9th, 2010 • Gerdau S.A. • Steel works, blast furnaces & rolling & finishing mills • Ontario

This amending agreement (this “Agreement”) which amends the arrangement agreement (the “Arrangement Agreement”) dated as of June 29, 2010 among Gerdau S.A., Gerdau Steel North America Inc. (the “Acquiror”) and Gerdau Ameristeel Corporation (the “Corporation”) is made as of July 7, 2010. Capitalized terms used in this Agreement but not otherwise defined have the meanings ascribed thereto in the Arrangement Agreement.

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