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                                                                    EXHIBIT 10.2

                             AMENDMENT NO. 1 TO THE
                           GENEVA STEEL UNION EMPLOYEE
                            SAVINGS AND PENSION PLAN


        The Geneva Steel Union Employee Savings and Pension Plan (the "Plan"),
as amended and restated generally effective January 1, 1995, is hereby amended
effective (unless otherwise provided below) as of January 1, 1997 as follows:

        1.     The first sentence of Section 6.1 shall be amended to read as
follows:

               6.1    Limitation on Contributions. The Annual Additions
        allocated or contributed to a Participant for any Plan Year shall not
        exceed the lesser of the following:

               (a)    $30,000; or

               (b)    25% of the Participant's Compensation for such year.

        2.     Effective August 1, 1997, the first sentence of Section 7.1 shall
be amended to read as follows:

        The Trust Fund shall be comprised of those Investment Funds described in
        Section 7.2.

        3.     Effective August 1, 1997, Section 7.2 shall be amended to read as
follows:

               7.2    Investment Funds. The Trust Fund established under the
        Plan shall consist of the Balanced Fund, the Equity Fund, the Short-Term
        Income Fund, the Bond Fund, and the Geneva Stock Fund. The Company may
        change the available Investment Funds at any time in its sole discretion
        by adding Investment Funds, removing Investment Funds, or changing
        Investment Funds. The Balanced, Equity, Short-Term Income, Bond, and
        Geneva Stock Funds shall be invested and reinvested as follows:

               (a) The Balanced Fund shall be invested in those investments
        selected by the Company that are designed to achieve a balance between
        capital appreciation and preservation of capital and generation of
        income.


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               (b) The Equity Fund shall be invested primarily in equity
        securities or in such other types of equity investments as are
        authorized by the Trust Agreement.

               (c) The Short-Term Income Fund shall be invested in short term
        fixed-income investments as are authorized by the Trust Agreement.

               (d) The Bond Fund shall be invested primarily in debt instruments
        or other types of debt investments as are authorized by the Trust
        Agreement.

               (e) The Geneva Stock Fund shall be invested primarily in Geneva
        Stock, except that small amounts in the Stock Fund may be invested in
        interest-bearing short-term debt obligations, money market instruments,
        savings accounts or similar investments. The Geneva Stock Fund shall
        consist of all Stock Fund investments held by the Trustee and all cash
        held by the Trustee which is derived from dividends on Geneva Stock,
        interest and other income from Stock Fund investments, Company
        Contributions to be invested in the Geneva Stock Fund and proceeds from
        sales of Geneva Stock and Stock Fund investments.

        4.     Effective August 1, 1997, Section 7.4 shall be amended to read as
follows:

               7.4    Investment of Accounts. A Participant's Pension
        Contribution Account shall be invested in the Balanced Fund, which may
        consist of a Balanced Fund that is different from the Balanced Fund for
        other Accounts. A Participant's Geneva Stock Account shall be invested
        solely in the Geneva Stock Fund, provided, however, that a Participant
        may, in accordance with Section 7.5, elect to transfer an amount from
        the Geneva Stock Fund to those Investment Funds selected under this
        Section. A Participant's Salary Deferral Account, Discretionary
        Contribution Account, Matching Contribution Account and Rollover
        Account, if any, shall be apportioned among one or more of the
        Investment Funds in such whole percentages as the Participant may
        specify pursuant to the election procedures prescribed by the Company.
        If the Company receives no valid investment directions from the
        Participant, such Accounts shall be invested entirely in the Short-Term
        Income Fund. A Participant may change the investment instructions with
        respect to future contributions with such frequency as shall be
        established by the Company. Any such change shall be made in the manner
        prescribed by the Company; however, any such rules established by the
        Company shall permit changes to investment elections to be effective at
        least as frequent as the first payday in any calendar quarter.


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        5.     Effective August 1, 1997, Section 7.5 shall be amended to read as
follows:

               7.5    Transfers Among Accounts. With such frequency as shall be
        established by the Company (but no less frequently than once each
        quarter), a Participant may elect to transfer all or any part of his or
        her Accounts (except for his or her Pension Contribution Account and
        Geneva Stock Account) to one or more of the Investment Funds in the
        manner prescribed by the Company. Any such transfer shall be applicable
        as soon administratively feasible pursuant to the procedure established
        by the Company. With respect to the Geneva Stock Account, prior to the
        end of each Plan quarter, a Participant may elect to transfer ten
        percent (10%) of the vested portion of his or her Geneva Stock Account
        to one or more of the Investment Funds as elected under Section 7.4.
        Such a transfer from the Geneva Stock Account shall be effective as soon
        as administratively feasible following the end of the Plan quarter in
        which the election is made. Upon attainment of age 55, a Participant may
        elect prior to the end of each Plan quarter to transfer all (or any
        portion in 10% increments) of his or her Geneva Stock Account to one or
        more of the Investment Funds as elected under Section 7.4. Any transfer
        from the Geneva Stock Fund shall be made in accordance with the
        requirements of this Section 7.5 and such additional rules as may be
        prescribed by the Company.

        6.     Effective August 1, 1997, Section 7.6 shall be amended to read as
follows:

        Each Account shall be revalued at fair market value and adjusted each
        Valuation Date for contributions, distributions and other items since
        the last Valuation Date, to reflect the Participant's share of any
        realized or unrealized investment income, gains, losses and investment
        expenses of the Fund or Funds in which such Account was invested that
        have accrued since the prior Valuation Date. A Participant's share shall
        be proportionate to the ratio that the adjusted balance in his or her
        Account bears to the total adjusted balances of all Accounts invested in
        the Funds determined as of the Valuation Date. For purposes of this
        Section 7.6, the Company shall establish a Valuation Date at least as
        frequent as the last day of each calendar quarter.

        7.     Section 9.4 shall be amended by deleting the third sentence
thereof, and inserting the following in its place:

        Notwithstanding any other provision of the Plan to the contrary,
        distribution of the Plan Benefit of a Participant shall be made no later
        than April 1 of the calendar year following the later of (a) the
        calendar


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        year in which the Participant attains age 70 or (b) the calendar year in
        which the employee retires. Notwithstanding the above, Section 9.4(b)
        shall not apply to any Participant who is a "5-percent owner" (as
        defined in section 416 of the Code) with respect to the Plan Year ending
        in the calendar year in which the Participant attains age 70. To the
        extent that the Commissioner of the Internal Revenue Service determines
        in a ruling, notice or other document of general authority, that the
        required beginning date set forth in the Plan prior to January 1, 1997
        for distributions with respect to Participants who remain Employees on
        or after attaining age 70 constitutes a "protected benefit" within the
        meaning of section 411(d)(6) of the Code, the provisions of the Plan in
        effect as of December 31, 1996 shall continue to apply, as elected by
        the Participant.

        8.     Effective October 12, 1996, Section 15.8 shall be added to the
Plan as follows:

               15.8   Military Service. Notwithstanding any provision of this
        Plan to the contrary, contributions, benefits and service credit with
        respect to qualified military service will be provided in accordance
        with section 414(u) of the Code. Loan payments will be suspended under
        this Plan as permitted under section 414(u)(4) of the Code.

        9.     Section 17.8 shall be amended by deleting the last sentence
thereof.

        10.    Section 17.16 shall be deleted in its entirety and the remaining
sections of the Plan renumbered accordingly. Former Section 17.17 (renumbered
Section 17.16) shall be amended to read as follows:

               17.16 "Investment Funds" means the Funds established under the
        Trust Fund pursuant to Section 7.2.

        11.    Section 1.2 of Appendix I shall be amended by replacing "3.1(c)"
with "3.1(d)."

        12.    Section 1.3 of Appendix I shall be amended by replacing "2.1(c)"
with "2.1(d)."


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        13.    Section 1.8 of Appendix I shall be amended to read as follows:

               1.8    "Highly Compensated Employee" means an active Employee
        who:

               (a) During the look-back year received Total Compensation of more
        than $80,000 (or such larger amount as may be adopted by the
        Commissioner of Internal Revenue to reflect a cost-of-living adjustment)
        and was a member of the Top-Paid Group; or

               (b) At any time during the look-back year or the determination
        year was a five-percent owner (as defined in section 416(i)(1) of the
        Code).

               For purposes of this Section, the determination year shall be the
        Plan Year. The look-back year shall be the 12-month period immediately
        preceding the determination year. The determination of who is a Highly
        Compensated Employee, including the determinations of the number and
        identity of Employees in the Top-Paid Group and the Total Compensation
        that is considered, will be made in accordance with section 414(q) of
        the Code and regulations thereunder.

               The term "Highly Compensated Employee" shall also include a
        former Employee who separated from service (or is deemed to have
        separated) prior to the determination year, performs no service for any
        member of the Affiliated Group during the determination year, and was a
        Highly Compensated Employee as an active Employee for either the
        separation year or any determination year ending on or after the
        Employee's 55th birthday.

        14.    Section 1.11(e) of Appendix I shall be amended by replacing
"402(a)(8)" with "402(e)(3)."

        15.    Section 1.12 of Appendix I shall be amended by the addition of
the following at the end thereof:

        The Company may elect, in a consistent and uniform manner, to apply one
        or more of the age-and-service-based exclusions above by substituting a
        younger age


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        or shorter period of service, or by not excluding individuals on the
        basis of age or service.

        16.    Section 2.1 of Appendix I shall be amended to read as follows:

               2.1    Percentage Limitations. The Plan shall satisfy the average
        deferral percentage test, as provided in section 401(k)(3) of the Code
        and the regulations issued thereunder. Subject to the special rules
        described in this Appendix, the Salary Deferral Contributions of Highly
        Compensated Employees shall not exceed the limits described below:

               (a) A "Deferral Percentage" shall be determined for each Highly
        Compensated Employee who, at any time during the Plan Year, is a
        Participant or is eligible to participate in the Plan, which Deferral
        Percentage shall be the ratio, computed to the nearest one-hundredth of
        one percent, of the Highly Compensated Employee's Salary Deferral
        Contributions for the Plan Year to the Highly Compensated Employee's
        Section 414(s) Compensation for the Plan Year;

               (b) For Plan Years beginning prior to January 1, 1997, a Deferral
        Percentage shall be determined for each Nonhighly Compensated Employee
        who, at any time during the Plan Year, is a Participant or is eligible
        to participate in the Plan, which Deferral Percentage shall be the
        ratio, computed to the nearest one-hundredth of one percent, of the
        Nonhighly Compensated Employee's Salary Deferral Contributions for the
        Plan Year to the Nonhighly Compensated Employee's Section 414(s)
        Compensation for the Plan Year;

               (c) For Plan Years beginning after December 31, 1996, and except
        to the extent that the Company elects (in accordance with applicable
        law) to apply Subsection (b) rather than this Subsection (c), a Deferral
        Percentage shall be determined for each Nonhighly Compensated Employee
        who, at any time during the preceding Plan Year, was a Participant or
        who was eligible to participate in the Plan, which Deferral Percentage
        shall be the ratio, calculated to the nearest one-hundredth of one
        percent, of the Nonhighly Compensated Employee's Salary Deferral
        Contributions for the preceding Plan Year to the Nonhighly Compensated
        Employee's Section 414(s) Compensation for the preceding Plan Year;

               (d) The Aggregate 401(k) Contributions of Highly Compensated
        Employees shall constitute Excess Before-Tax Contributions and shall be
        reduced, pursuant to


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        Section 2.2 of this Appendix I, to the extent that the average Deferral
        Percentage (the "Before-Tax Percentage") of Highly Compensated Employees
        exceeds the greater of (i) 125 percent of the Before-Tax Percentage of
        Nonhighly Compensated Employees or (ii) the lesser of (A) 200 percent of
        the Before-Tax Percentage of Nonhighly Compensated Employees or (B) the
        Before-Tax Percentage of Nonhighly Compensated Employees plus two
        percentage points.

        17.    Section 2.2 of Appendix I shall be amended to read as follows:

               2.2    Reduction of Salary Deferred Contributions. The reduction
        of the Salary Deferral Contributions of Highly Compensated Employees as
        required by Section 2.1(d) of this Appendix I shall be made on the basis
        of the amount of contributions by or on behalf of each Highly
        Compensated Employee. Such reductions in Before-Tax Contributions shall
        be made in accordance with applicable regulations and shall constitute
        "Excess Before-Tax Contributions." For all affected Highly Compensated
        Employees such Excess Before-Tax Contributions shall be eliminated as
        provided for in Article 5 of this Appendix I.

        18.    Section 3.1 of Appendix I shall be amended to read as follows:

               3.1    Percentage Limitations. To the extent Matching
        Contributions are not treated as Salary Deferral Contributions and
        tested under Article 2 of this Appendix I, the Aggregate 401(m)
        Contributions of Highly Compensated Employees for any Plan Year shall
        not exceed the limits described below:

               (a) A "Contribution Percentage" shall be determined for each
        Highly Compensated Employee who, at any time during the Plan Year, is a
        Participant or is eligible to participate in the Plan, which
        Contribution Percentage shall be the ratio, computed to the nearest
        one-hundredth of one percent, of the Highly Compensated Employee's
        Aggregate 401(m) Contributions for the Plan Year to the Highly
        Compensated Employee's Section 414(s) Compensation for the Plan Year;

               (b) For Plan Years beginning prior to January 1, 1997, a
        Contribution Percentage shall be determined for each Nonhighly
        Compensated Employee who, at any time during the Plan Year, is a
        Participant or is eligible to participate in the Plan, which
        Con-


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        tribution Percentage shall be the ratio, computed to the nearest
        one-hundredth of one percent, of the Nonhighly Compensated Employee's
        Aggregate 401(m) Contributions for the Plan Year to the Nonhighly
        Compensated Employee's Section 414(s) Compensation for the Plan Year;

               (c) For Plan Years beginning after December 31, 1996, and except
        to the extent that the Company elects (in accordance with applicable
        law) to apply Subsection (b) rather than this Subsection (c), a
        Contribution Percentage shall be determined for each Nonhighly
        Compensated Employee who, at any time during the preceding Plan Year,
        was a Participant or who was eligible to participate in the Plan, which
        Contribution Percentage shall be the ratio, calculated to the nearest
        one-hundredth of one percent, of the Nonhighly Compensated Employee's
        Aggregate 401(m) Contributions for the preceding Plan Year to the
        Nonhighly Compensated Employee's Section 414(s) Compensation for the
        preceding Plan Year; and

               (d) The Aggregate 401(m) Contributions of Highly Compensated
        Employees shall constitute Excess Aggregate 401(m) Contributions and
        shall be reduced, pursuant to Section 3.2 of this Appendix I, to the
        extent that the average of the Contribution Percentages (the "Aggregate
        401(m) Percentage") of Highly Compensated Employees exceeds the greater
        of (1) 125 percent of the Aggregate 401(m) Percentage of Nonhighly
        Compensated Employees or (2) the lesser of (A) 200 percent of the
        Aggregate 401(m) Percentage of Nonhighly Compensated Employees or (B)
        the Aggregate 401(m) Percentage of Nonhighly Compensated Employees plus
        two percentage points.

        19.    Section 3.2 of Appendix I shall be amended to read as follows:

               3.2    Reduction of Aggregate 401(m) Contributions. The reduction
        in the Aggregate 401(m) Contributions of Highly Compensated Employees as
        required by Section 3.1(d) of this Appendix I shall be made on the basis
        of the amount of contributions by or on behalf of each Highly
        Compensated Employee. Such reductions shall be made in accordance with
        applicable regulations and shall constitute "Excess Aggregate 401(m)
        Contributions." For all affected Highly Compensated Employ-


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        ees, such Excess Aggregate 401(m) Contributions shall be eliminated as
        provided for in Article 5 hereof.

        IN WITNESS WHEREOF, the Company hereby adopts this First Amendment this
13th day of August, 1997.

                                        GENEVA STEEL



                                         By /s/ C. E. RAMNITZ
                                            ------------------------------------

                                         As Its V.P. Human Resources
                                                --------------------------------



                                         UNITED STEEL WORKERS OF AMERICA


                                         By /s/ DALLAS ALEXANDER
                                            ------------------------------------

                                         As Its Representative
                                                --------------------------------