<PAGE>
 
                                                                   EXHIBIT 10.26



Dear:

     Ryerson Tull, Inc. ("RTI") considers it essential to the best interests of
its stockholders to foster the continuous employment of key management personnel
of RTI and its subsidiaries (collectively, the "Company").  In this connection,
the Board of Directors of RTI (the "Board") recognizes that, as is the case with
many publicly held corporations, the possibility of a change in control may
exist and that such possibility, and the uncertainty and questions which it may
raise among management, may result in the departure or distraction of management
personnel to the detriment of RTI and its stockholders.

     The Board has determined that appropriate steps should be taken to
reinforce and encourage the continued attention and dedication of members of the
Company's management, including yourself, to their assigned duties without
distraction in the face of potentially disturbing circumstances arising from the
possibility of a change in control of the Company. In order to induce you to
remain in the employ of the Company and in consideration of your agreement set
forth in Subsection 2(ii) hereof, RTI agrees that you shall receive the
severance benefits set forth in this letter agreement ("Agreement") in the event
your employment with the Company is terminated subsequent to a "change in
control of the Company" (as defined in Section 2 hereof) or in connection with a
"potential change in control of the Company" (as defined in Section 2 hereof)
under the circumstances described below. This Agreement shall constitute an
amendment and restatement of and shall supersede any prior agreement entered
into between you and RTI with respect to these matters. In the event that you
receive severance benefits hereunder, such benefits shall be in lieu of, and you
shall not be entitled to receive, any benefits or payments under any other
severance plan, policy or agreement of or with the Company. In addition, if you
are or become entitled to benefits from the Company pursuant to another
agreement providing for benefits on account of a change in control or the law of
a jurisdiction other than the United States or any state or territory thereof as
a result of an event for which benefits are payable to you pursuant this
Agreement, the benefits paid to you pursuant to this Agreement shall be reduced
by the amount paid to you pursuant to such other agreement or law.

     1.   Term of Agreement.  This Agreement shall commence on the date hereof
          -----------------                                                   
and shall continue in effect through December 31, 1999; provided, however, that
commencing on January 1, 2000 and each January 1 thereafter, the term of this
Agreement shall automatically be extended for one additional year unless, during
the preceding year but not later than June 30 of such preceding year, RTI shall
have given notice that it does not wish to extend this Agreement.
Notwithstanding 
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Page 2

the preceding sentence: (i) if your employer is a direct or indirect subsidiary
of RTI, this Agreement shall terminate on the date on which RTI ceases to own,
directly or indirectly, at least 80 percent of your employer for any reason
which does not constitute a change in control of the Company, and (ii) if a
change in control of the Company or a potential change in control of the Company
shall have occurred during the original or extended term of this Agreement, this
Agreement shall continue in effect for a period of twenty-four (24) months
beyond the month in which such change in control or potential change in control
of the Company occurred unless earlier terminated under clause (i) next above.
 
     2.  Change in Control; Potential Change in Control.  (i) No benefits shall
         ----------------------------------------------                        
be payable hereunder unless there shall have been a potential change in control
or a change in control of the Company, as set forth below.  For purposes of this
Agreement, a "change in control of the Company" shall be deemed to have occurred
if:

           (A)  any "person" (as such term is used in Sections 13(d) and 14(d)
     of the Securities Exchange Act of 1934, as amended (the "Exchange Act")),
     other than (w) the Company, (x) a trustee or other fiduciary holding voting
     securities under an employee benefit plan of the Company, (y) an
     underwriter temporarily holding voting securities pursuant to an offering
     of such securities, or (z) a corporation owned, directly or indirectly, by
     the securityholders of RTI in substantially the same proportions as their
     ownership of voting securities of RTI, is or becomes the "beneficial owner"
     (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
     of voting securities of RTI (not including in the voting securities
     beneficially owned by such person any voting securities acquired directly
     from RTI or its affiliates) representing 40% or more of the combined voting
     power of RTI's then outstanding voting securities;

          (B)   during any period of two consecutive years (not including any
     period prior to the execution of this Agreement), individuals who at the
     beginning of such period constitute the Board and any new director (other
     than a director designated by a person who has entered into an agreement
     with RTI to effect a transaction described in clauses (A), (C) or (D) of
     this Subsection 2(i)) whose election by the Board or nomination for
     election by RTI's securityholders was approved by a vote of at least two-
     thirds (2/3) of the directors then still in office who either were
     directors at the beginning of the period or whose election or nomination
     for election was previously so approved ("Continuing Directors"), cease for
     any reason to constitute a majority thereof;

          (C)   the holders of voting securities of RTI approve a merger or
     consolidation of RTI with any other corporation, other than a merger or
     consolidation which would result in the voting securities of RTI
     outstanding immediately prior thereto continuing to represent (either by
     remaining outstanding or by being converted into voting securities of the
     surviving entity), in combination with the ownership of any trustee or
     other fiduciary holding voting securities under an employee benefit plan of
     the Company, at least 60% of the combined voting power of the voting
     securities of RTI or such surviving entity outstanding
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Page 3

     immediately after such merger or consolidation, or a merger or
     consolidation effected to implement a recapitalization of RTI (or similar
     transaction) in which no person acquires more than 50% of the combined
     voting power of RTI's then outstanding voting securities;

          (D)   the holders of voting securities of RTI approve a plan of
     complete liquidation of RTI or an agreement for the sale or disposition by
     RTI of all or substantially all of RTI's assets; or

          (E)   there occurs:

                (x)  a sale or disposition, directly or indirectly, other than
          to a person described in subclause (w), (x) or (z) of clause (A) of
          this Subsection 2(i), of voting securities of your employer, any
          direct or indirect parent company of your employer or any company that
          is a subsidiary of your employer and is also a significant subsidiary
          (as defined below) of RTI (your employer and such a parent or
          subsidiary being a "Related Company"), representing 50% or more of the
          combined voting power of the securities of such Related Company then
          outstanding;

               (y)  a merger or consolidation of a Related Company with any
          other corporation, other than:

                    (1)   a merger or consolidation which would result in the
               voting securities of the Related Company outstanding immediately
               prior thereto continuing to represent (either by remaining
               outstanding or by being converted into voting securities of the
               surviving entity), in combination with the ownership of any
               trustee or other fiduciary holding voting securities under an
               employee benefit plan of the Company, at least 60% of the
               combined voting power of the voting securities of the Related
               Company or such surviving entity outstanding immediately after
               such merger or consolidation;

                    (2)   a merger or consolidation effected to implement a
               recapitalization of the Related Company (or similar transaction)
               in which no person acquires more than 50% of the combined voting
               power of the Related Company's then outstanding voting
               securities; or

                    (3)   a merger or consolidation which would result in 50% or
               more of the combined voting power of the surviving company being
               beneficially owned by RTI or by a majority owned direct or
               indirect subsidiary of RTI; or

                (z) the sale or disposition of all or substantially all the
          assets of a Related Company to a person other than RTI or a majority
          owned direct or indirect subsidiary of RTI.
<PAGE>
 
Page 4

Notwithstanding any other provision of this Agreement, no change in control of
the Company shall be deemed to have occurred under this Subsection 2(i) if (I)
such transaction includes or involves a sale to the public or a distribution to
the stockholders of RTI of more than 50% of the voting securities of your
employer or a direct or indirect parent of your employer, and (II) your employer
or a direct or indirect parent of your employer agrees to become a successor to
RTI under this Agreement or you are covered by an agreement providing for
benefits upon a change in control of your employer following an event described
clause (E).  For purposes of this Agreement, the term "significant subsidiary"
has the meaning given to such term under Rule 405 of the Securities Act of 1933,
as amended.

     (ii)  For purposes of this Agreement, a "potential change in control of the
Company" shall be deemed to have occurred if:

           (A)  RTI enters into an agreement, the consummation of which would
     result in the occurrence of a change in control of the Company;

           (B)  any person (including RTI) publicly announces an intention to
     take or to consider taking actions which if consummated would constitute a
     change in control of the Company;

           (C)  any person, other than (w) the Company, (x) a trustee or other
     fiduciary holding voting securities under an employee benefit plan of the
     Company, (y) an underwriter temporarily holding voting securities pursuant
     to an offering of such securities, or (z) a corporation owned, directly or
     indirectly, by the securityholders of RTI in substantially the same
     proportions as their ownership of voting securities of RTI, who is or
     becomes the beneficial owner, directly or indirectly, of voting securities
     of RTI representing 9.5% or more of the combined voting power of RTI's then
     outstanding voting securities, increases his beneficial ownership of such
     securities by 5% or more over the percentage so owned by such person on the
     date hereof; or

           (D)  the Board adopts a resolution to the effect that, for purposes
     of this Agreement, a potential change in control of the Company has
     occurred.

You agree that, subject to the terms and conditions of this Agreement, in the
event of a potential change in control of the Company, you will remain in the
employ of the Company until the earliest of (i) a date which is six (6) months
from the occurrence of such potential change in control of the Company, (ii) the
termination by you of your employment by reason of Disability or Retirement, as
defined in Subsection 3(i), or (iii) the occurrence of a change in control of
the Company. If your employment is terminated by the Company without Cause (as
defined in Subsection 3(ii) below) coincident with or prior to a change in
control of the Company and within twelve (12) months after the occurrence of a
potential change in control of the Company and a change in control of the
Company occurs within six (6) months after such termination, you shall be
entitled to the compensation and benefits hereunder as if your termination of
employment without Cause followed
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Page 5

a change in control of the Company; provided, however, that no benefits shall be
payable under this sentence if prior to the change in control of the Company,
RTI ceased to own, directly or indirectly, at least 80% of the voting securities
of your employer.

     (iii)  The foregoing to the contrary notwithstanding, a change in control
of the Company shall not be deemed to have occurred with respect to you if:

           (A)  the event first giving rise to the potential change in control
     of the Company involves a publicly announced transaction or publicly
     announced proposed transaction which at the time of the announcement has
     not been previously approved by the Board and you are "part of a purchasing
     group" (as defined below) proposing the transaction;

           (B)  you are part of a purchasing group which consummates the change
     in control transaction; or

           (C)  the change in control of the Company would otherwise occur under
     Subsection 2(i)(D) due to the sale of a significant subsidiary, which
     significant subsidiary constitutes all or substantially all of the assets
     of RTI and you are not employed by RTI or the significant subsidiary which
     is the subject of the transaction.

For purposes of this Agreement, you shall be deemed "part of a purchasing group"
if you are an equity participant or have agreed to become an equity participant
in the purchasing company or group (except for (A) passive ownership of less
than 1% of the stock of the purchasing company or (B) ownership of equity
participation in the purchasing company or group which is otherwise not deemed
to be significant, as determined prior to the change in control of the Company
by a majority of the non-employee Continuing Directors).

     3.  Termination Following Change in Control.  If a change in control of the
         ---------------------------------------                                
Company, as defined in Section 2 hereof, shall have occurred, you shall be
entitled to the benefits provided in Subsection 4(iii) hereof upon the
subsequent termination of your employment during the term of this Agreement
unless such termination is (A) because of your death, Disability or Retirement,
(B) by the Company for Cause, or (C) by you other than for Good Reason.

     (i)  Disability; Retirement.  If, as a result of your incapacity due to
          ----------------------                                            
physical or mental illness, you shall have been absent from the full-time
performance of your duties with the Company for six (6) consecutive months, and
within thirty (30) days after written notice of termination is given you shall
not have returned to the full-time performance of your duties, your employment
may be terminated for "Disability".  Termination by the Company or you of your
employment based on "Retirement" shall mean termination on or after your normal
retirement age in accordance with the Company's retirement policy generally
applicable to its salaried employees or in accordance with any retirement
arrangement established with your consent with respect to you.
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Page 6

     (ii)   Cause.  Termination by the Company of your employment for "Cause"
            -----                                                            
shall mean termination upon (A) the willful and continued failure by you to
substantially perform your duties with the Company (other than any such failure
resulting from your incapacity due to physical or mental illness or any such
actual or anticipated failure after the issuance of a Notice of Termination by
you for Good Reason as defined in Subsections 3(iv) and 3(iii), respectively)
after a written demand for substantial performance is delivered to you by the
Board, which demand specifically identifies the manner in which the Board
believes that you have not substantially performed your duties, or (B) the
willful engaging by you in conduct which is demonstrably and materially
injurious to the Company, monetarily or otherwise.  For purposes of this
Subsection 3(ii), no act, or failure to act, on your part shall be deemed
"willful" unless done, or omitted to be done, by you not in good faith and
without reasonable belief that your action or omission was in the best interest
of the Company.  Notwithstanding the foregoing, you shall not be deemed to have
been terminated for Cause unless and until there shall have been delivered to
you a copy of a resolution duly adopted by the affirmative vote of not less than
three-quarters (3/4) of the entire membership of the Board at a meeting of the
Board called and held for such purpose (after reasonable notice to you and an
opportunity for you, together with your counsel, to be heard before the Board),
finding that in the good faith opinion of the Board you were guilty of conduct
set forth above in clauses (A) or (B) of the first sentence of this Subsection
3(ii) and specifying the particulars thereof in detail.

     (iii)  Good Reason.  You shall be entitled to terminate your employment for
            -----------                                                         
Good Reason. For purposes of this Agreement, "Good Reason" shall mean, without
your express written consent, the occurrence after a change in control of the
Company of any of the following circumstances unless, in the case of paragraphs
(A), (E), (F), (G) or (H), such circumstances are fully corrected prior to the
Date of Termination specified in the Notice of Termination, as defined in
Subsections 3(v) and 3(iv), respectively, given in respect thereof:

            (A)  the assignment to you of any duties inconsistent with your
     status as an executive officer of the Company or a substantial adverse
     alteration in the nature or status of your responsibilities from those in
     effect immediately prior to the change in control of the Company other than
     any such alteration primarily attributable to the fact that the Company may
     no longer be a public company;

           (B)  a reduction by the Company in your annual base salary as in
     effect on the date hereof or as the same may be increased from time to
     time;

           (C)  the Company's requiring that your principal place of business
     be at an office located more than 50 miles from where your principal place
     of business is located immediately prior to the change in control of the
     Company, except for required travel on the Company's business to an extent
     substantially consistent with your business travel obligations immediately
     prior to the change in control of the Company;

           (D)  the failure by the Company, without your consent, to pay to you
     any portion of your current compensation, or to pay to you any portion of
     an installment of deferred 
<PAGE>
 
Page 7

     compensation under any deferred compensation program of the Company, within
     seven (7) days of the date such compensation is due;

           (E)  the failure by the Company to continue in effect any
     compensation plan in which you participate immediately prior to the change
     in control of the Company which is material to your total compensation,
     including but not limited to the Ryerson Tull Annual Incentive Plan (the
     "Annual Incentive Plan"), Ryerson Tull 1995 Incentive Stock Plan and
     Ryerson Tull 1999 Incentive Stock Plan (collectively, the "Incentive Stock
     Plans"), Ryerson Tull Supplemental Retirement Plan for Covered Employees
     (the "Supplemental Plan"), Ryerson Tull Nonqualified Savings Plan (the
     "Nonqualified Savings Plan"), Ryerson Tull Pension Plan (the "Pension
     Plan") the Ryerson Tull Savings Plan or the J.M. Tull Metals Company, Inc.
     Employees' Profit Sharing Plan (either, the "Savings Plan") or any
     substitute or alternative plans adopted prior to the change in control,
     unless an equitable arrangement (embodied in an ongoing substitute or
     alternative plan) has been made with respect to such plan, or the failure
     by the Company to continue your participation therein (or in such
     substitute or alternative plan) on a basis not materially less favorable,
     both in terms of the amount of benefits provided and the level of your
     participation relative to other participants, as existed at the time of the
     change in control;

           (F)  the failure by the Company to continue to provide you with
     benefits sustantially similar to those enjoyed by you under any of the
     Company's pension, life insurance, medical, health and accident, flexible
     spending or disability plans or programs in which you were participating at
     the time of the change in control of the Company, the taking of any action
     by the Company which would directly or indirectly materially reduce any of
     such benefits or deprive you of any material fringe benefit enjoyed by you
     at the time of the change in control of the Company, or the failure by the
     Company to provide you with the number of paid vacation days to which you
     are entitled on the basis of years of service with the Company in
     accordance with the Company's normal vacation policy in effect at the time
     of the change in control of the Company;

          (G)  the failure of RTI to obtain a satisfactory agreement from any
     successor to assume and agree to perform this Agreement, as contemplated in
     Section 5 hereof; or

          (H)  any purported termination of your employment which is not
     effected pursuant to a Notice of Termination satisfying the requirements of
     Subsection 3(iv) below (and, if applicable, the requirements of Subsection
     3(ii) above); for purposes of this Agreement, no such purported termination
     shall be effective.

Your right to terminate your employment pursuant to this Section 3 shall not be
affected by your incapacity due to physical or mental illness. Your continued
employment shall not constitute consent to, or a waiver of rights with respect
to, any circumstance constituting Good Reason hereunder.
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Page 8

     (iv)  Notice of Termination. Any purported termination of your employment
           ---------------------                                               
by the Company or by you shall be communicated by written Notice of Termination
to the other party hereto in accordance with Section 6 hereof. For purposes of
this Agreement, a "Notice of Termination" shall mean a notice which shall
indicate the specific termination provision in this Agreement relied upon and
shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of your employment under the provision so
indicated.

     (v)  Date of Termination, Etc. "Date of Termination" shall mean (A) if your
          ------------------------
employment is terminated for Disability, thirty (30) days after Notice of
Termination is given (provided that you shall not have returned to the full-time
performance of your duties during such thirty (30) day period), and (B) if your
employment is terminated pursuant to Subsection 3(ii) or 3(iii) above or for any
other reason (other than Disability), the date specified in the Notice of
Termination (which, in the case of a termination pursuant to Subsection 3(ii)
above shall not be less than thirty (30) days, and in the case of a termination
pursuant to Subsection 3(iii) above shall not be less than fifteen (15) nor more
than sixty (60) days, respectively, from the date such Notice of Termination is
given); provided that if within fifteen (15) days after any Notice of
Termination is given, or, if later, prior to the Date of Termination (as
determined without regard to this proviso), the party receiving such Notice of
Termination notifies the other party that a dispute exists concerning the
termination, the Date of Termination shall be the date on which the dispute is
finally determined, either by mutual written agreement of the parties, by a
binding arbitration award, or by a final judgment, order or decree of a court of
competent jurisdiction (which is not appealable or with respect to which the
time for appeal therefrom has expired and no appeal has been perfected) but
shall be deemed to be within the twenty four (24) month period following a
change in control of the Company; provided further that the Date of Termination
shall be extended by a notice of dispute only if such notice is given in good
faith and the party giving such notice pursues the resolution of such dispute
with reasonable diligence. Notwithstanding the pendency of any such dispute, the
Company will continue to pay you your full compensation in effect when the
notice giving rise to the dispute was given (including, but not limited to, base
salary) and continue you as a participant in all compensation, benefit and
insurance plans and programs in which you were participating when the notice
giving rise to the dispute was given, until the dispute is finally resolved in
accordance with this Subsection 3(v). Amounts paid under this Subsection 3(v)
are in addition to all other amounts due under this Agreement and shall not be
offset against or reduce any other amounts due under this Agreement.

     4.   Compensation Upon Termination or During Disability. Following a change
          --------------------------------------------------
in control of the Company, as defined by Subsection 2(i), upon termination of
your employment or during a period of Disability you shall be entitled to the
following benefits:

     (i)  During any period that you fail to perform your full-time duties with
the Company as a result of incapacity due to physical or mental illness, you
shall continue to receive your base salary at the rate in effect at the
commencement of any such period, together with all compensation payable to you
under the Pension Plan, Supplemental Plan, Annual Incentive Plan, Savings Plan
and Nonqualified Savings Plan during such period, until this Agreement is
terminated pursuant to 
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Page 9

Subsection 3(i) hereof. Thereafter, in the event your employment shall be
terminated, your benefits shall be determined under the Company's retirement,
insurance and other compensation plans and programs then in effect in accordance
with the terms of such plans and programs.

     (ii)   If your employment shall be terminated by the Company for Cause or
by you other than for Good Reason, Disability, death or Retirement, the Company
shall pay you your full base salary through the Date of Termination at the rate
in effect at the time Notice of Termination is given, plus all other amounts to
which you are entitled under any compensation plan of the Company at the time
such payments are due, and the Company shall have no further obligations to you
under this Agreement.

     (iii)  If your employment by the Company shall be terminated (a) by the
Company other than for Cause, Retirement or Disability, or (b) by you for Good
Reason, then you shall be entitled to the compensation and benefits provided
below:

             (A) The Company shall pay you your full base salary through the
     Date of Termination at the rate in effect at the time Notice of Termination
     is given, plus all other amounts to which you are entitled under any
     compensation plan or program of the Company, at the time such payments are
     due, except as otherwise provided below.

             (B) In lieu of any further salary payments to you for periods
     subsequent to the Date of Termination, the Company shall pay as severance
     pay to you a lump sum severance payment (together with the payments
     provided in paragraphs C, D and E below, the "Severance Payments") equal to
     two times the sum of (x) your annual base salary in effect immediately
     prior to the occurrence of the circumstance giving rise to the Notice of
     Termination given in respect thereof, and (y) the average annual amount of
     the Award paid to you pursuant to the Annual Incentive Plan or similar
     successor plan with respect to the five years immediately preceding that in
     which the Date of Termination occurs, such average annual amount being
     calculated by aggregating all such Awards paid with respect to such five
     years and dividing such aggregate amount by the number of years for which
     such an Award was actually paid to you.

             (C) Notwithstanding any provision of the Annual Incentive Plan, the
     Company shall pay to you a lump sum amount equal to the sum of (x) any
     incentive compensation under the Annual Incentive Plan which has been
     allocated or awarded to you for a completed fiscal year or other measuring
     period preceding the Date of Termination but has not yet been paid, and (y)
     a pro rata portion to the Date of Termination for the current fiscal year
     or other measuring period of the amount equal to the Target Award
     percentage applicable to you under the Annual Incentive Plan or similar
     successor plan on the Date of Termination times your annual base salary
     then in effect.

             (D) In lieu of shares of common stock of RTI ("RTI Shares")
     issuable upon exercise of outstanding stock options granted to you under
     RTI's stock option plans (including 
<PAGE>
 
Page 10

     outstanding options previously granted to you under the Ryerson Tull 1996
     Incentive Stock Plan (the "RT 1996 Stock Plan"), collectively, ("Options"))
     (which Options shall be cancelled upon the making of the payment referred
     to below), you shall receive an amount in cash equal to the product of (i)
     the excess of (x) in the case of incentive stock options (as defined in
     section 422A of the Internal Revenue Code of 1986, as amended (the "Code"))
     ("ISOs"), granted after the date of this Agreement (without regard to any
     renewal hereof), the closing price of RTI's shares as reported on the New
     York Stock Exchange Composite Transactions on or nearest the Date of
     Termination, or in the case of all other Options (other than ISOs granted
     prior to the date of this Agreement (without regard to any renewal
     hereof)), the Change in Control Price (as defined below), over (y) the per
     share exercise price of each Option then held by you (whether or not then
     fully exercisable), times (ii) the number of RTI Shares covered by each
     such Option. For purposes of this Agreement, the "Change in Control Price"
     means: (1) with respect to a merger or consolidation of RTI described in
     Subsection 2(i)(C) in which the consideration per share of RTI's common
     stock to be paid for the acquisition of shares of common stock specified in
     the agreement of merger or consolidation is all in cash, the highest such
     consideration per share; (2) with respect to a change in control of the
     Company by reason of an acquisition of voting securities described in
     Subsection 2(i)(A), the highest price per share for any share of RTI's
     common stock paid by any holder of any of the securities representing 40%
     or more of the combined voting power of RTI giving rise to the change in
     control of the Company; and (3) with respect to a change in control of the
     Company by reason of a merger or consolidation of RTI (other than a merger
     or consolidation described in Clause (1) next above), stockholder approval
     of an agreement or plan described in Subsection 2(i)(D), a change in the
     composition of the Board described in Subsection 2(i)(B) or a change in
     control of the Company pursuant to Subsection 2(i)(E) (relating to mergers,
     consolidations and sales of securities or assets of a Related Company), the
     highest price per share of common stock reported on the New York Stock
     Exchange Composite Transactions (or, if such shares are not traded on the
     New York Stock Exchange, such other principal market on which such shares
     are traded) during the sixty (60) day period ending on the date the change
     in control of the Company occurs.

          (E)  To the extent not otherwise vested in accordance with the terms
     and conditions of the Incentive Stock Plans or the RT 1996 Stock Plan, you
     shall be fully vested in any restricted shares issued thereunder and be
     fully vested in any performance shares that you would have earned under the
     Incentive Stock Plans or the RT 1996 Stock Plan, as applicable, for the
     calendar year in which the change in control of the Company occurs had the
     applicable performance targets for such calendar year been satisfied with
     respect to such shares.

          (F)  The Company shall also pay to you all legal fees and expenses
     incurred by you as a result of such termination (including all such fees
     and expenses, if any, incurred in contesting or disputing any such
     termination or in seeking to obtain or enforce any right or benefit
     provided by this Agreement or in connection with any tax audit or
     proceeding to the 
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Page 11

     extent attributable to the application of Section 4999 of the Code to any
     payment or benefit provided hereunder). Such payments shall be made at the
     later of the times specified in paragraph (J) below, or within five (5)
     days after your request for payment accompanied with such evidence of fees
     and expenses incurred as the Company reasonably may require.

          (G)  In the event that you become entitled to any payments provided
     for hereinabove (the "Contract Payments"), if the Contract Payments or
     other portion of the Total Payments (as defined below) will be subject to
     the tax (the "Excise Tax") imposed by Section 4999 of the Code, the Company
     shall pay to you, no later than the fifth day following the Date of
     Termination, an additional amount (the "Gross-Up Payment") such that the
     net amount retained by you, after deduction of any Excise Tax on the
     Contract Payments and such other Total Payments and any federal and state
     and local income and other payroll taxes and Excise Tax upon the payment
     provided for by this paragraph (G), shall be equal to the Contract Payments
     and such other Total Payments.

          (H)  For purposes of determining whether any of the payments will be
     subject to the Excise Tax and the amount of such Excise Tax, (i) any other
     payments or benefits received or to be received by you in connection with a
     change in control of the Company or your termination of employment (whether
     pursuant to the terms of this Agreement or any other plan, arrangement or
     agreement with the Company, any person whose actions result in a change in
     control or any person affiliated with the Company or such person) payable
     pursuant to the terms of this Agreement or any other plan, arrangement or
     agreement with the Company, any person whose actions result in a change in
     control or any person affiliated with the Company or such person (together
     with the Contract Payments, the "Total Payments"), shall be treated as
     "parachute payments" within the meaning of Section 280G(b)(2) of the Code
     and all "excess parachute payments" within the meaning of Section
     280G(b)(l) of the Code shall be treated as subject to the Excise Tax unless
     in the opinion of tax counsel selected by RTI's independent auditors and
     reasonably acceptable to you, such other payments or benefits (in whole or
     in part) do not constitute parachute payments, including by reason of
     Section 280G(b)(4)(A) of the Code or such excess parachute payments (in
     whole or in part) represent reasonable compensation for services actually
     rendered within the meaning of Section 280G(b)(4)(B) of the Code in excess
     of the base amount allocable to such reasonable compensation within the
     meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to
     the Excise Tax, (ii) the amount of the Total Payments which shall be
     treated as subject to the Excise Tax shall be equal to the lesser of (A)
     the amount of the Total Payments or (B) the amount of excess parachute
     payments within the meaning of Section 280G(b)(l) of the Code (after
     applying clause (i) above), and (iii) the value of any noncash benefits or
     any deferred payment or benefit shall be determined by RTI's independent
     auditors in accordance with the principles of Sections 280G(d)(3) and (4)
     of the Code. For purposes of determining the amount of the Gross-Up
     Payment, you shall be deemed to pay federal income taxes at the highest
     marginal rate of federal income taxation in the calendar year in which the
     Gross-Up Payment is to be made and state and local income taxes at the
     highest marginal rate of taxation in the state and locality of your
     residence on the Date of 
<PAGE>
 
Page 12

     Termination, net of the maximum reduction in federal income taxes which
     could be obtained from deduction of such state and local taxes.

          (I)  In the event that the Excise Tax is subsequently determined to be
     less than the amount taken into account hereunder at the time of
     termination of your employment, you shall repay to the Company at the time
     that the amount of such reduction in Excise Tax is finally determined the
     portion of the Gross-Up Payment attributable to such reduction (plus the
     portion of the Gross-Up Payment attributable to the Excise Tax and federal
     and state and local income tax imposed on the Gross-Up Payment being repaid
     by you if such repayment results in a reduction in Excise Tax and/or a
     federal and state and local income tax deduction) plus interest on the
     amount of such repayment at the rate provided in Section 1274(b)(2)(B) of
     the Code.  In the event that the Excise Tax is determined to exceed the
     amount taken into account hereunder at the time of the termination of your
     employment (including by reason of any payment the existence or amount of
     which cannot be determined at the time of the Gross-Up Payment), the
     Company shall make an additional gross-up payment in respect of such excess
     (plus any interest payable with respect to such excess) at the time that
     the amount of such excess is finally determined.

          (J)  The payments provided for in paragraphs (B), (C) and (D) above,
     shall be made not later than the fifth day following the Date of
     Termination, provided, however, that if the amounts of such payments cannot
     be finally determined on or before such day, the Company shall pay to you
     on such day an estimate, as determined in good faith by the Company, of the
     minimum amount of such payments and shall pay the remainder of such
     payments (together with interest at the rate provided in Section
     1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined
     but in no event later than the thirtieth day after the Date of Termination.
     In the event that the amount of the estimated payments exceeds the amount
     subsequently determined to have been due, such excess shall constitute a
     loan by the Company to you payable on the fifth day after demand by the
     Company (together with interest at the rate provided in Section
     1274(b)(2)(B) of the Code).

     (iv)  If your employment shall be terminated (A) by the Company other than
for Cause, Retirement or Disability or (B) by you for Good Reason, then for a
twenty-four (24) month period after such termination, the Company shall arrange
to provide you with: (1) life, disability, accident and health insurance
benefits substantially similar to those which you are receiving immediately
prior to the Notice of Termination, (2) financial advisory services similar to
those provided currently to executives of the Company, if any, and (3)
outplacement services.  Benefits otherwise receivable by you pursuant to this
Subsection 4(iv) shall be reduced to the extent comparable benefits are actually
received by you during the twenty-four (24) month period following your
termination, and any such benefits actually received by you shall be reported to
the Company.  Any rights that you have to continuation of life, disability,
accident or health coverage under applicable state or federal law shall be in
addition to those provided under this Agreement.
<PAGE>
 
Page 13

     (v)    If your employment shall be terminated (A) by the Company other than
for Cause, Retirement or Disability or (B) by you for Good Reason, then in
addition to the retirement benefits to which you are entitled under the Pension
Plan and Supplemental Plan or any successor plans thereto, the Company shall pay
you in cash at the time and in the manner provided in paragraph (J) of
Subsection 4(iii), a lump sum equal to the excess of (x) the actuarial
equivalent of the retirement pension (taking into account any early retirement
subsidy associated therewith and determined as a straight life annuity
commencing at age sixty-five (65) or any earlier date, but in no event earlier
than the second anniversary of the Date of Termination whichever annuity yields
a greater benefit) which you would have accrued under the terms of the Pension
Plan and Supplemental Plan (without regard to any amendments to any such plans
made subsequent to a change in control of the Company and on or prior to the
Date of Termination, which amendment adversely affects in any manner the
computation of retirement benefits thereunder), determined as if you were fully
vested thereunder and had accumulated (after the Date of Termination) twenty-
four (24) additional months of age and service credit thereunder at the higher
of the rate of average compensation during the twelve (12) months prior to the
change in control of the Company or the rate of average compensation used to
calculate your benefits under such plans immediately preceding the Date of
Termination, over (y) the actuarial equivalent of the retirement pension (taking
into account any early retirement subsidy associated therewith and determined as
a straight life annuity commencing at age sixty-five (65) or any earlier date,
but in no event earlier than the Date of Termination whichever annuity yields a
greater benefit) which you had then accrued pursuant to the provisions of the
Pension Plan and the Supplemental Plan.  For purposes of this Subsection 4(v),
"actuarial equivalent" shall be determined using the same assumptions utilized
under the Pension Plan for purposes of determining alternative forms of benefits
immediately prior to the change in control of the Company.

     (vi)   You shall not be required to mitigate the amount of any payment
provided for in this Section 4 by seeking other employment or otherwise, nor
shall the amount of any payment or benefit provided for in this Section 4 be
reduced by any compensation earned by you as the result of employment by another
employer, by retirement benefits, by offset against any amount claimed to be
owed by you to the Company, or otherwise, except as provided in Subsection
4(iv).

     (vii)  In addition to all other amounts payable to you under this Section
4, you shall be entitled to receive all benefits payable to you under the
Pension Plan, the Savings Plan, Supplemental Plan and Nonqualified Savings Plan
and any other plan or agreement relating to retirement benefits.

     5.  Successors; Binding Agreement.  (i) RTI will require any successor
         -----------------------------                                     
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business and/or assets of RTI to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that RTI or the Company would be required to perform it if no such
succession had taken place.  Failure of RTI to obtain such assumption and
agreement prior to the effectiveness of any such succession shall be a breach of
this Agreement and shall entitle you to compensation from the Company in the
same amount and on the same terms as you would be 
<PAGE>
 
Page 14

entitled to hereunder if you terminate your employment for Good Reason following
a change in control of the Company, except that for purposes of implementing the
foregoing, the date on which any such succession becomes effective shall be
deemed the Date of Termination. In the event a successor of RTI assumes and
agrees to perform this Agreement, by operation of law or otherwise, the term
"RTI", as used in this Agreement, shall mean such successor and the term
"Company" shall mean, collectively, such successor and the affiliates of such
successor.

     (ii)  This Agreement shall inure to the benefit of and be enforceable by
your personal or legal representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees.  If you should die while any amount
would still be payable to you hereunder if you had continued to live, all such
amounts, unless otherwise provided herein, shall be paid in accordance with the
terms of this Agreement to your devisee, legatee or other designee or, if there
is no such designee, to your estate.

     6.  Notice.  For the purpose of this Agreement, notices and all other
         ------                                                           
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid, addressed to the
respective addresses set forth on the first page of this Agreement, provided
that all notice to the Company shall be directed to the attention of the Board
with a copy to the Secretary of RTI, or to such other address as either party
may have furnished to the other in writing in accordance herewith, except that
notice of change of address shall be effective only upon receipt.

     7.  Miscellaneous.  No provision of this Agreement may be modified, waived
         -------------                                                         
or discharged unless such waiver, modification or discharge is agreed to in
writing and signed by you and such officer as may be specifically designated by
the Board.  No waiver by either party hereto at any time of any breach by the
other party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time.  No agreements or representations, oral or otherwise, express
or implied, with respect to the subject matter hereof have been made by either
party which are not expressly set forth in this Agreement.  The validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of the State of Illinois.  All references to sections of the
Exchange Act or the Code shall be deemed also to refer to any successor
provisions to such sections.  Any payments provided for hereunder shall be paid
net of any applicable withholding required under federal, state or local law.
The obligations of RTI and the Company under Section 4 shall survive the
expiration of the term of this Agreement.

     8.  Validity.  The invalidity or unenforceability of any provision of this
         --------                                                              
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.

     9.  Counterparts.  This Agreement may be executed in several counterparts,
         ------------                                                          
each of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.
<PAGE>
 
Page 15

     10.  Settlement of Disputes; Arbitration.  All claims by you for benefits
          -----------------------------------                                 
under this Agreement shall be directed to and determined by the Board and shall
be in writing.  Any denial by the Board of a claim for benefits under this
Agreement shall be delivered to you in writing and shall set forth the specific
reasons for the denial and the specific provisions of this Agreement relied
upon.  The Board shall afford a reasonable opportunity to you for a review of
the decision denying a claim and shall further allow you to appeal to the Board
a decision of the Board within sixty (60) days after notification by the Board
that your claim has been denied.  Any further dispute or controversy arising
under or in connection with this Agreement shall be settled exclusively by
arbitration in Chicago, Illinois, in accordance with the rules of the American
Arbitration Association then in effect.  Judgment may be entered on the
arbitrator's award in any court having jurisdiction; provided, however, that you
shall be entitled to seek specific performance of your right to be paid until
the Date of Termination during the pendency of any dispute or controversy
arising under or in connection with this Agreement.

     If this letter sets forth our agreement on the subject matter hereof,
kindly sign and return to RTI the enclosed copy of this letter which will then
constitute our agreement on this subject.

                                    Sincerely,

                                    RYERSON TULL, INC.



                                    By_________________________________
                                    Its________________________________
                                              Vice President
  


Agreed to this __________ day
of _______________________, 1999.
______________________________ (Signature)
<PAGE>
 



            Schedule to form of Change in Control Agreement between
                  Ryerson Tull, Inc. and the following party:



                             Stephen E. Makarewicz