0001104659-13-076698 Sample Contracts

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”).

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).

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”).

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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