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                                                                   EXHIBIT 10.10



                                                                   June 10, 1996


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 affiliates (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, although no such change is
now contemplated. 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) under the circumstances described below. 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

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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; provided,
however, that if you become entitled to benefits under this Agreement and an
agreement with Inland Steel Industries, Inc. ("ISI") on account of a change in
control of ISI or any of its subsidiaries, including RTI and its subsidiaries,
the benefits provided under your agreement with ISI will be reduced by the
amount of benefits payable to you pursuant to this Agreement on account of such
change in control. In no event shall you be entitled to benefits under an
agreement with ISI and this Agreement on account of the same events constituting
a change in control, except as provided in the preceding sentence.

     1.   Term of Agreement.  This Agreement shall commence on the date hereof
and shall continue in effect through December 31, 1996; provided, however, that
commencing on January 1, 1997 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 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) of
this Section 1.

     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 securities under an
employee benefit plan of the Company, (y) an underwriter temporarily holding
securities pursuant to an offering of such securities, or (z) a corporation
owned, directly or indirectly, by the stockholders of RTI in substantially the
same proportions as their ownership of stock of RTI, is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly

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or indirectly, of securities of RTI (not including in the securities
beneficially owned by such person any securities acquired directly from RTI or
its affiliates) representing 40% or more of the combined voting power of RTI's
then out standing securities; (B) during any period of two consecutive years
(not including any period prior 60 days after the date 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) whose election by the Board or nomination for election by
RTI's stockholders 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 stockholders 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 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 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 securities;
(D) the stockholders 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, of 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 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; provided, however, that
no change in control of the Company shall be deemed to have occurred under this
Section 2(ii) 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

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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 in 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 securities under an employee benefit
plan of the Company, (y) an underwriter temporarily holding securities pursuant
to an offering of such securities, or (z) a corporation owned, directly or
indirectly, by the stockholders of RTI in substantially the same proportions as
their ownership of stock of RTI, who is or becomes the beneficial owner,
directly or indirectly, of securities of RTI representing 9.5% or more of the
combined voting power of RTI's then outstanding 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) 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 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 your employer.

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     (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 (B) you are "part of a purchasing group" proposing the
transaction. A change in control of the Company shall also not be deemed to have
occurred with respect to you if you are part of a purchasing group which
consummates the change in control transaction. You shall be deemed "part of a
purchasing group" for purposes of the two preceding sentences 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.

     (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)

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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, 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
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
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     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 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 Inland Steel Industries Annual Incentive Plan (the
     "Annual Incentive Plan"), Inland Special Achievement Award Plan, Inland
     1986 Employee Stock Purchase Plan, Ryerson Tull 1996 Incentive Stock Plan
     (the "Incentive Plan'), Ryerson Tull Supplemental Retirement Benefit Plan
     for Covered Employees (the "Supplemental Plan"), Inland Steel Industries
     Nonqualified Thrift Plan (the "Nonqualified Thrift Plan"), Ryerson Tull
     Pension Plan (the "Pension Plan") and Inland Steel Industries Thrift Plan
     (the "Thrift Plan") or any substitute or alternative plans adopted prior to
     the change in control (including substitute plans adopted by the Company in
     replacement of plans previously sponsored by Inland Steel Industries,
     Inc.), 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 substantially 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
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     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 (iv) below (and, if applicable, the requirements of Subsection
     (ii) above); for purposes of this Agreement, no such purported termination
     shall be effective.

Your right to terminate your employment pursuant to this Subsection 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.

     (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 (ii) or (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 (ii)
above shall not be less than thirty (30) days, and in the case of a termination
pursuant to Subsection (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
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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.
Amounts paid under this Subsection 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, Thrift Plan
and Nonqualified Thrift Plan during such period, until this Agreement is
terminated pursuant to Section 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
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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 and
     the Inland Special Achievement Award Plan, the Company shall pay to you a
     lump sum amount equal to the sum of (x) any incentive compensation 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 options ("Options"), if any, granted
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     to you under RTI's stock option plans (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
     hereof, the closing price of RTI's shares as reported on the New York Stock
     Exchange Composite Transactions on or next preceding the Date of
     Termination, in the case of all other options, the Change in Control Price
     (as defined below), over (y) the per share exercise price of each Option
     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 Section 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 securities described in Section 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 Section 2(i)(D), a change in the composition of the Board
     described in Section 2(i)(B) or a change in control of the Company pursuant
     to Section 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) in lieu of RTI Shares awarded or issuable to you as performance
     and/or restricted shares, if any, pursuant to the Incentive Plan or similar
     successor plan or plans (which RTI Shares 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 Change in Control Price, times (ii)
     the total of the number of restricted shares awarded to you and then
     outstanding pursuant to the Incentive Plan
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     and/or any similar successor plan(s), plus a number of performance shares
     equal to the total number of performance shares paid or payable to you with
     respect to the two immediately preceding performance periods under any
     performance award or awards made pursuant to the Incentive Plan, and/or any
     similar successor plan(s).

          (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 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 subsection, 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
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     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 non-cash 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
     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
<PAGE>

Page 14


     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), (D) and (E)
     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 by Ayco Corporation 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.

     (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 or 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
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Page 15


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 or
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. For purposes of this Subsection, "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 Section 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 Thrift Plan, Supplemental Plan, Nonqualified Thrift Plan (or
any substitute or alternative plan or plans) 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
<PAGE>

Page 16


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 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
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Page 17


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 the 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.

     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,
<PAGE>

Page 18


                               RYERSON TULL, INC.



                               By: ___________________________________
                               Its: Vice President - Human Resources



Agreed to this ______ day
of __________________, 1996.

______________________________ (Signature)