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                                                                   Exhibit 10.54

                            1999 SETTLEMENT AGREEMENT
                                     BETWEEN
                     UNITED STEELWORKERS OF AMERICA, AFL-CIO
                           ON BEHALF OF ITS LOCAL 1104
                                       AND
                              BARTECH, RESI AND RTI

         WHEREAS, on August 2, 1998, Bar Technologies Inc. ("BarTech") and RES
Acquisition Corporation entered into the 1998 Settlement Agreement, which
included the Master Labor Agreement (the "Master Agreement") and the
plant-specific agreements, setting forth the obligations of BarTech and Republic
Engineered Steels, Inc. ("RESI") at all of their USWA-represented facilities
(such agreements, collectively with the benefit agreements entered into in
connection therewith, the "1998 BLA"); and

         WHEREAS, Republic Technologies International, LLC ("RTI") wishes to
adopt the 1998 BLA for all USWA-represented facilities other than those of
Canadian Drawn Steel Company, which will be covered by a separate collective
bargaining agreement; and

         WHEREAS, pursuant to a Master Restructuring Agreement (the "MRA"),
affiliates of Blackstone Management Partners L.P. ("Blackstone"), USX
Corporation ("USX") and Kobe Steel, Ltd. ("Kobe") propose to combine the bar
steel businesses of BarTech, RESI and USS/Kobe Steel Company (other than its
tubular steel business to be separately held) ("USS/Kobe") into RTI, a
newly-formed entity to be controlled by BarTech, in a transaction expected to be
consummated in the third calendar quarter of 1999 (the "Transaction"); and

         WHEREAS, in the event that the Transaction is completed, the combined
RTI entity would own the following plants represented by the United Steelworkers
of America (the "USWA" or "Union"): from BarTech, the plants in Johnstown,
Pennsylvania, and Lackawanna, New York; from BarTech's subsidiaries Bliss &
Laughlin Steel Company and Canadian Drawn Steel Company, the plants in Harvey,
Illinois, and Hamilton, Ontario (Canada) respectively; from RESI, Massillon Cold
Finish, Massillon Hot Roll, Special Metals (Massillon), all in Massillon, Ohio,
and


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Canton Eighth Street in Canton, Ohio, the plant in Chicago, Illinois, the
cold-finished plants in Beaver Falls, Pennsylvania, Willimantic, Connecticut,
Seventh Avenue and Dunes Highway, both in Gary, Indiana, and a stainless plant
in Baltimore, Maryland; and from USS/Kobe, the plant in Lorain, Ohio. In
addition, RTI would own B&L's cold-finished plant in Cartersville, Georgia
(non-union); and

         WHEREAS, if the Transaction is consummated, RTI anticipates permanently
closing one of the existing two blast furnaces, shutting down the billet caster
operation, investing capital in the billet yard and rolling facilities resulting
in headcount reductions, consolidating administrative and support functions at
the corporate headquarters, and building a new processing center in Ohio to be
manned by USWA represented employees. Overall, a decline in the net hourly
headcount of about 575 is expected during the three (3) years of
transition/consolidation after the consummation of the Transaction; and

         WHEREAS, the Union has emphasized its objectives of, among other
things, providing a decent and humane set of retirement options for employees
affected by headcount reductions, and assuring that any RTI transaction
preserves as many bargaining units jobs as possible; and

         WHEREAS, BarTech, RESI, USX and Kobe have endeavored to satisfy such
objectives on the terms described herein and have indicated that they will not
close the Transaction unless this Settlement Agreement has first been enter into
by the Union and unless the Master Agreement and Lorain Plant Specific-Agreement
(as defined below) have first been ratified by the Union's members at USS/Kobe's
Lorain, Ohio facilities affected thereby; the effectiveness of this Settlement
Agreement being conditional upon the closing of the Transaction for those
employees currently employed by USS/Kobe in its bar steel business; and

         NOW THEREFORE IT IS AGREED that:

         The parties to this Settlement Agreement shall be BarTech, RESI, RTI,
and the Union. This Settlement Agreement adopts the 1998 BLA with respect to the
USWA-represented facilities of BarTech and RESI to be transferred to RTI
pursuant to the MRA and adopts the Master Agreement and the Lorain
Plant-Specific Agreement with respect to Union employees of USS/Kobe in its bar
steel business. This



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Settlement Agreement, the 1998 BLA (with respect to RTI) and the Lorain
Plant-Specific Agreement shall only become effective upon the closing of the
Transaction. The parties enter into this Settlement Agreement as of July 7,
1999.

I.       BARGAINING STRUCTURE/SINGLE AGREEMENT/EXPIRATION DATE

A.       RTI shall be obligated to the Union under the 1998 BLA applicable to
         all USWA-represented facilities of RTI other than Canadian Drawn Steel
         which shall be covered by a separate collective bargaining agreement
         which shall be coterminous with the agreement covering the other
         plants. The 1998 BLA shall address certain subjects on a "Master
         Agreement" basis and other issues on the basis of the former corporate
         identity of the plants in question or a plant-specific basis
         (hereinafter "Plant-Specific Agreement").

         The current labor agreement (exclusive of their benefits agreements)
         between USS/Kobe and the Union ("Predecessor Labor Agreement" or "PLA")
         shall be replaced by the Master and the Lorain Plant-Specific Agreement
         as well as this Settlement Agreement upon the closing of the
         Transaction.

         The benefits agreements associated with the PLA shall continue in
         effect until merged or harmonized together pursuant to the RTI benefits
         agreements to be adopted by the parties in accordance with this
         Settlement Agreement and the Master and Plant-Specific Agreement.

         The formerly separate USS/Kobe bargaining unit under the PLA shall be
         merged into the single RTI bargaining unit. The termination date
         previously established by the PLA shall be amended and extended to give
         the BLA a termination date of October 31, 2003.

         Wherever this Settlement Agreement sets forth an understanding not
         described as plant-specific, such understanding shall be included in
         the Master portions of the 1998 BLA. Any language in the Plant-Specific
         Agreement which conflicts with the Master portion of the 1998 BLA shall
         displace the Master provisions of the 1998 BLA.



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B.       In the negotiation of a successor agreement to the 1998 BLA, bargaining
         shall begin with plant-level representatives negotiating over the
         topics covered in the agreement on plant-specific issues. After an
         appropriate interval of such bargaining, Master bargaining shall
         commence, and all issues still unresolved in the plant-specific
         bargaining shall be referred to the Master bargaining for resolution.

II.      RTI PROFIT SHARING PLAN

         RTI bargaining unit employees who were formerly employed by USS/Kobe
         shall be included in the RTI Profit Sharing Plan and for purposes of
         distribution shall be included in the BarTech Pool as set forth in the
         1998 Settlement Agreement.

III.     RTI PENSION PROGRAM (AS DEFINED IN PENSION TERM SHEET)

A.       The benefits described below will be applicable to former USS/KOBE
         employees employed by USS/KOBE immediately prior to the effective date
         of this Agreement, through the adoption of Pension Agreements
         containing provisions identical to those in the current USS/KOBE
         Pension Agreement except as modified below.

B.       The regular monthly pension benefit shall be the greater of (1) or (2)
         multiplied by all years of continuous service both before and after the
         Transaction Date (including all years of service recognized under the
         present USS/KOBE Pension Agreement):

         1.    $35.00 ($46.00 for retirements on and after May 1, 2003)

         2.    The snapshot Benefit.

         The Snapshot Benefit for each participant equals the benefit under the
         percent pension formula, calculated as of the Transaction Date, divided
         by the participant's years of continuous service as of the Transaction
         Date.


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C.       For employees retiring after age 55 with at least 30 years of service,
         the 30-Year Minimum Benefit will be available.

D.       For 30-year retirements, the Increased Pension shall be the current
         $400/$1,500 benefit payment until eligible for 80% of full Social
         Security Benefit. For employees who retire under this provision during
         the term of this BLA, the Company shall waive the earnings offset
         during their retirement period.

E.       The Early Retirement Buyout benefit provisions under the current RESI
         Pension Agreement shall be applicable with the reduced pension benefit
         calculated under Paragraph B above.

F.       Modify the Increased Pension provisions for Permanent Incapacity, 70/80
         and Rule-of-65 Retirements to provide for continuation of payments
         until eligible for 80% of full Social Security Benefits.

G.       Change the Automatic Five-year Term Certain to provide the benefit in
         the event of a death prior to retirement if the participant was
         eligible for immediate retirement.

H.       Eliminate the charge for Pre-Retirement Survivor Annuity Coverage in
         the same manner as RESI under the RTI Plan.

I.       Modify the Automatic 50% Spouse Option to provide for benefit payments
         to pop-up in the event of the death of the spouse before the
         participant or in the event of a divorce. This option shall be made
         cost neutral to the Plan by mutually agreed to actuarial assumptions.

J.       Modify the Surviving Spouse's Benefit provisions so they are the same
         as those under the current RESI Pension Agreement.

K.       Include appropriate provisions regarding crediting of continuous
         service and the calculation of benefits (including any offsets) for
         employees who transfer between RTI and USS/KOBE after the Transaction
         Date.


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L.       Under the Rule of 65 Retirement, the parties have agreed to include the
         former USS/Kobe Plant in Group II for purpose of Suitable Long Term
         Agreement (SLTE) as set forth in the 1998 Settlement Agreement.

M.       The Pension Agreement will remain in effect for five (5) months after
         the termination of the BLA.


IV.       LORAIN ECONOMIC MODIFICATIONS

The Lorain Plant Specific Agreement shall provide for the following Economic
provisions for the former USS/Kobe bar and steelmaking facilities:

          A.    Wages

1.        Roll-up and Harmonization Schedule:
<TABLE>
<CAPTION>

    Current          New
    USS/KOBE        Labor     Effective       Wage      INC        Wage       INC            Wage       INC
 Classification     Grade       Date         11/1/00  11/1/00     11/1/01   11/1/01        11/1/02    11/1/02
--------------------------------------------------------------------------------------------------------------
<S>                <C>      <C>            <C>        <C>          <C>       <C>            <C>        <C>
      1-8              1        13.734         13.98    0.250       14.09     0.106          14.09      0.000
      9-12             2        14.450         14.70    0.250       14.95     0.250          14.98      0.030
     13-16             3        15.166         15.42    0.250       15.67     0.250          16.02      0.354
     17-23             4        16.419         16.67    0.250       16.92     0.250          17.22      0.301
     24-28             5        17.314         17.56    0.250       17.81     0.250          18.56      0.746
</TABLE>


2.       Lump sum bonuses for all employees accruing continuous service on the
         effective date of the following payments:

                           $500 November 1, 2001
                           $500 November 1, 2002

3.       Signing Bonus for all employees accruing continuous service on the
         effective date of this Agreement:

                           $1,000 (Paid within 30 days from the effective Date
                                   of this Agreement)

4.       Shift Premium - Harmonize to RTI October 31, 2003.



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5.       Sunday Premium - Harmonized to RTI January 1, 2003.

6.       Plant-wide Incentive Redevelopment letter contained in the Lorain Plant
         Specific Agreement.

B.       Sickness & Accident - Harmonize to RTI, January 1, 2001.
<TABLE>
<CAPTION>
                               RTI S&A Weekly
Insurance Classification       Benefit
<S>                         <C>
Labor Grade 1                  $246
Labor Grade 2                  $259
Labor Grade 3                  $272
Labor Grade 4                  $285
Labor Grade 5                  $298
</TABLE>

C.       Life Insurance - Harmonize to RTI, January 1, 2001.

<TABLE>
<CAPTION>
Insurance Classification       RTI Life
                               Insurance*
<S>                         <C>
Labor Grade 1                  $15,000
Labor Grade 2                  $15,500
Labor Grade 3                  $16,000
Labor Grade 4                  $16,500
Labor Grade 5                  $17,000
Employee 15+ yrs.              $50,000
</TABLE>

*Grandfather current employees under 15 years service at $20,000.

V.       EARLY RETIREMENT BUYOUT PACKAGE ("ERB") AND VOLUNTARY SEVERANCE PLAN
         ("VSP")

A.       The Company and Union agree that a significant reduction in the manning
         level at the former USS/Kobe facility is essential to enable RTI to
         become


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         competitive and thereby improve job security. In order to lessen the
         impact on employees, the parties have agreed to include former USS/Kobe
         RTI employees in the ERB and VSP programs set forth in the 1998
         Settlement Agreement.

         The Company's business plan calls for a reduction in the net number of
         bargaining unit jobs at former USS/Kobe Bar and Steelmaking facilities
         by approximately five hundred and seventy-five (575) during the
         approximately three (3) years of the transition/consolidation. This net
         reduction in bargaining unit jobs will be accomplished through the
         shutdown of plant(s) (or departments or subdivisions thereof), capital
         investments and productivity improvements due to work rule and job
         classification improvements.

B.       RTI production and maintenance bargaining unit employees who were
         formerly employed by USS/KOBE shall participate in the Early Retirement
         Buyout Package (ERB) and Voluntary Severance Program (VSP) as set forth
         in the 1998 Settlement Agreement and the "Adaptation and Interpretation
         of ERB" letters from Thomas N. Tyrrell to David R. McCall dated July 1,
         1999.

C.       The first one hundred (100) ERB's offered at the former USS/KOBE
         facility (Bar, Steelmaking, and Tube) shall be offered to Lorain
         employees at RTI (Bar and Steelmaking) and USS/KOBE (Tube) on a
         combined plant-wide continuous service basis. Thereafter, ERB's offered
         by RTI will be made available only to RTI employees.

VI.      The parties hereby adopt the following:

         A.       The Master Agreement set forth in Appendix A

         B.       The Lorain Production & Maintenance Plant Specific Agreement
                  set forth in Appendix B

VI.       TERMINATION

         The termination date of the new agreement shall be October 31, 2003.
         The termination date of the benefits agreements shall be extended to
         expire on

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         February 28, 2004.

         Executed this _____ day of July, 1999.

REPUBLIC TECHNOLOGIES INTERNATIONAL, LLC

By:  Republic Technologies International Holdings, LLC, its Managing Member

By:  Bar Technologies Inc., its Managing Member

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Name:  Thomas N. Tyrrell
Title:   CEO, Bar Technologies Inc.

United Steelworkers of America AFL-CIO

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