EXHIBIT 10.2





July 31, 2000

Management Representative
Oregon Steel Mills, Inc.
1000 SW Broadway, Suite 2200
Portland, Oregon

Dear Management Representative:

Oregon Steel Mills, Inc. (which, together with its Subsidiaries, is referred to
as the "Company") considers the stability of its key management group to be
essential to the best interests of the Company and its stockholders. The Company
recognizes that, as is the case with many publicly held corporations, the
possibility of a Change in Control may arise and that the attendant uncertainty
may result in the departure or distraction of key management personnel to the
detriment of the Company and its stockholders.

Accordingly, the Board of Directors of Oregon Steel Mills, Inc. (the "Board")
has determined that appropriate steps should be taken to encourage members of
the Company's key management group to continue as employees notwithstanding the
future possibility of a Change in Control of the Company.

The Board also believes it important that, in the event of a proposal for
transfer of control of the Company, you be able to assess the proposal and
advise the Board without being influenced by the uncertainties of your own
situation.

In order to induce you to remain in the employ of the Company, this Agreement,
which has been approved and authorized by the Board, sets forth the severance
compensation which the Company agrees to pay to you in the event your employment
with the Company is terminated subsequent to the occurrence of a Change in
Control of the Company under the circumstances described below. This Agreement
also supercedes any such agreement you may currently have in place.

Capitalized terms not otherwise defined in this Agreement have the meanings set
forth in Section 13.

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1   AGREEMENT TO PROVIDE SERVICES; RIGHT TO TERMINATE.

    (a)   TERMINATION OF EMPLOYMENT. Except as otherwise provided in paragraph
          1(b) of this Agreement or in any written employment agreement between
          you and the Company, you are an "at will" employee and the Company or
          you may terminate your employment at any time. If, and only if, your
          employment terminates after a Change in Control of the Company, the
          provisions of this Agreement regarding the payment of severance
          compensation and benefits will apply. In all other events, this
          Agreement does not provide any additional severance compensation or
          benefits to you.

    (b)   CONTINUATION OF SERVICES SUBSEQUENT TO CERTAIN OFFERS. In the event a
          tender offer or exchange offer is made by a Person for more than
          twenty-five percent (25%) of the Company's Voting Securities, you
          agree that you will not leave the employ of the Company (other than as
          a result of disability) and will render services to the Company in the
          capacity in which you then serve until such tender offer or exchange
          offer has been abandoned or terminated or a Change in Control has
          occurred. If, during the period you are obligated to continue in the
          employ of the Company pursuant to this Section 1(b), the Company
          reduces your compensation to less than 90% of your then-current
          compensation, your obligations under this Section 1(b) will
          automatically terminate.

    (c)   OBLIGATIONS AFTER CHANGE IN CONTROL. While employed by the Company (or
          its successor) after a Change in Control, you agree to devote
          reasonable attention and time to the business and affairs of the
          Company and to use your reasonable best efforts to perform your
          responsibilities faithfully and efficiently, consistent with your past
          practice as an employee of the Company.

2   TERM OF AGREEMENT. This Agreement commences on the date of this Agreement
    and will continue in effect until January 1, 2001; provided, however, that
    commencing on January 1, 2001, and each January thereafter, the term of
    this Agreement will automatically be extended for one additional year
    unless at least 60 days prior to such January, the Company or you will have
    given notice that this Agreement will not be extended; and provided,
    further, that if a Change in Control of the Company occurs while this
    Agreement is in effect, this Agreement will automatically be extended for a
    period of three calendar years beyond the calendar year in which the Change
    in Control occurs. Notwithstanding the preceding sentence, this Agreement
    will not extend beyond your normal retirement date under the Company's
    retirement plan. This Agreement will terminate if you or the Company
    terminates your employment prior to a Change in Control but such
    termination will be without prejudice to any remedy the Company may have
    for breach of your obligations, if any, under Section 1(b).

3   EFFECT OF TERMINATION FOLLOWING CHANGE IN CONTROL. In the event your
    employment with the Company is terminated, whether by you or the Company,
    within three years following the date of occurrence of any event
    constituting a Change in Control (recognizing that more than one such event
    may occur in which case the three-year period will run from the date of
    occurrence of each such event), you will be eligible to receive the
    following respective benefits:

    (a)   TERMINATION FOR CAUSE OR WITHOUT GOOD REASON. If your employment is
          terminated by the Company for Cause, or by you other than for Good
          Reason, the Company will pay you your Base Salary through the Date of
          Termination at the rate in effect on the Date of Termination, together
          with all benefits to which you are then entitled under Plans in which
          you are a participant, and the Company will have no further
          obligations to you under this Agreement.

    (b)   TERMINATION WITH GOOD REASON OR OTHER THAN FOR CAUSE. If your
          employment with the Company is terminated (other than for disability
          or upon your death) by you for Good Reason by you giving two (2) weeks
          prior written notice specifying the "Good Reason" or by the Company
          other than for cause, then the Company will pay to you the following
          amounts (the "Severance Payments"), less applicable withholding:


          (i)     Your Base Salary through the Date of Termination at the rate
                  in effect on the Date of Termination and a buyout of all
                  unused and accrued vacation.

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          (ii)    In lieu of any further salary payments to you for the periods
                  subsequent to the Date of Termination, an amount of severance
                  pay equal, at the time specified in Section 8, to the
                  following amounts:

                  (1)      A lump sum severance payment equal to three (3)
                           times your Base Salary as in effect at the Date of
                           Termination or immediately prior to the Change in
                           Control, whichever is greater; and,

                  (2)      An additional amount equal to the lump sum present
                           actuarial value of the excess, if any, of (x) over
                           (y) where:

                           (x) is the normal retirement allowance to which you
                           would have been entitled under the Company's Pension
                           Plan assuming that you continued as an active
                           participant under such plan, without change in your
                           Base Salary, until the earlier of your 65th birthday
                           or the 10th anniversary of the date of Change of
                           Control; and

                           (y) is the normal retirement allowance to which you
                           are actually entitled under the Company's Pension
                           Plan as of the date a Notice of Termination.

                  Present actuarial value shall be computed using a six and
                  one-half (6.5%) interest assumption and the 1994 Group Annuity
                  Male Mortality Table set back two (2) years and shall reflect
                  the value of any applicable early retirement subsidies under
                  the Company's Pension Plan.

          (iii)   your group health insurance benefits substantially similar to
                  those which you were receiving immediately prior to a Notice
                  to Termination at the same cost to you as the Company charges
                  other employees whose employment terminates at age 55 or older
                  with at least fifteen (15) years service. Benefits otherwise
                  receivable by you pursuant to this subparagraph shall be
                  reduced to the extent similar benefits are actually received
                  by you from any other source, and any such similar benefits
                  shall be reported to the Company.

The amount of Severance Payments otherwise payable pursuant to this Agreement
will be reduced by (A) amounts payable to you pursuant to any other Plan or
agreement providing severance benefits to you or to the Company's salaried
employees generally and (B) amounts payable to you (after any adjustment or
reduction to reflect payments described in clause (A)) as salary continuation
and incentive compensation pursuant to any employment agreement between you and
the Company that is in effect as of the Date of Termination.

    (c)   RELEASE OF CLAIMS. Your receipt of these severance benefits is
          conditioned upon your execution and nonrevocation of a release of
          claims in a form to be provided by the Company.

2   ADDITIONAL PAYMENT.

    (a)   GROSS-UP. In the event any portion of the Total Payments will be
          subject to the Excise Tax, the Company will pay you an additional
          amount (the "Gross-Up Payment") equal to (1) the Excise Tax imposed on
          you with respect to the portion of the Total Payments that constitutes
          an "excess parachute payment" (as that term is described in Section
          280G(b)(1) of the Code), plus (2) all federal, state, and local income
          taxes and Excise Tax imposed on you with respect to the Gross-Up
          Payment.

    (b)   DETERMINING AMOUNT OF EXCISE TAX.  For purposes of determining whether
          any portion of the Total Payments will be subject to the Excise Tax
          and the amount of any Excise Tax:

          (i)     The entire amount of the Total Payments will be treated as an
                  Excess Parachute Payment unless and to the extent, in the
                  written opinion of Outside Tax Counsel, the Total Payments, in
                  whole or in part, are not subject to the Excise Tax;

          (ii)    The value of any non-cash benefits or any deferred payments
                  that are part of the Total Payments will be determined by the
                  Company's independent accountants in accordance with

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                  the requirements of Sections 280G(d)(3) and 280G(d)(4) of the
                  Code and any regulations promulgated under those sections.

    (c)   DETERMINING AMOUNT OF GROSS-UP PAYMENT.  For purposes of determining
          the amount of the Gross-Up Payment:

          (i)     You will be deemed to pay federal income taxes at the highest
                  marginal rate of federal income taxation applicable to
                  individuals (including any applicable surtaxes and taking into
                  account any applicable loss or reduction of deductions or
                  exemptions) for the calendar year in which the Gross-Up
                  Payment is to be made; and

          (ii)    You will be deemed to pay state and local income taxes at the
                  highest marginal rates of taxation applicable to individuals
                  (including any applicable surtaxes and taking into account any
                  applicable loss or reduction of deductions or exemptions) in
                  the state and locality of your residence at the date the
                  Gross-Up Payment will be made.

    (d)   SUBSEQUENT ADJUSTMENT - REPAYMENT. In the event that the amount of
          Excise Tax you are required to pay is subsequently determined to be
          less than the amount taken into account under this Agreement, you
          agree that promptly after the amount of such reduction in Excise Tax
          is finally determined, such excess will constitute a loan by the
          Company to you and you will repay to the Company, at 6% interest, the
          amount of such reduction, plus the net federal income tax benefit, if
          any, you actually will receive (in the opinion of Outside Tax Counsel)
          as a result of making the repayment described in this Section 4(d).

    (e)   SUBSEQUENT ADJUSTMENT - ADDITIONAL PAYMENT. In the event that the
          amount of Excise Tax you are required to pay is subsequently
          determined to exceed the amount taken into account under this
          Agreement, the Company will make an additional Gross-Up Payment in the
          manner setforth in this Section 4 in respect of such additional Excise
          Tax, plus any interest, additions to tax, or penalties payable by you
          with respect to the additional Excise Tax, promptly after the time
          that the amount can be reasonably determined.

5   SETOFF. To the extent permissible under applicable law, without prejudice
    to other remedies, the Company may offset any amounts you owe the Company
    against any amounts due upon termination or thereafter.

6   NOTICE. For the purposes of this Agreement, notices and all other
    communications provided for in the Agreement must be in writing and will
    be deemed to have been duly given when delivered or mailed by United
    States certified or registered mail, return receipt requested, postage
    prepaid, if to the Company, addressed to it at Oregon Steel Mills, Inc.,
    1000 SW Broadway #2200, Portland OR 97205, Attention: Chief Executive
    Officer, and if to you, addressed to you at the address set forth on the
    first page of this Agreement, or to such other address as either party may
    have furnished to the other in writing in accordance with this Agreement,
    except that notices of change of address will be effective only upon
    receipt.


7   SUCCESSORS; BINDING AGREEMENT.

    (a)   SUCCESSORS AND ASSIGNS. This Agreement will inure to the benefit of,
          and be binding upon, any corporate or other successor or assignee of
          the Company which acquires, directly or indirectly, by merger,
          consolidation or purchase, or otherwise, all or substantially all of
          the business or assets of the Company. The Company agrees to require
          any such successor, by an agreement in form and substance reasonably
          satisfactory to you, expressly to assume and agree to perform this
          Agreement in the same manner and to the same extent as the Company
          would be required to perform if no such succession had taken place.

    (b)   PERSONAL REPRESENTATIVES. This Agreement will inure to the benefit of
          and be enforceable by your personal or legal representatives,
          executors, administrators, successors, heirs, distributees, devisees,

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          and legatees and any amounts payable to you in accordance with the
          terms of this Agreement after your death will be paid to your estate.

8   TIME OF PAYMENT; ESTIMATED PAYMENT. The Severance Payments and any
    applicable Gross-Up Payment provided for in this Agreement will be made to
    you not later than the 15th business 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 will pay to you on such day
    an estimate, as determined in good faith by the Company, of the minimum
    amount of such payments, and will pay the remainder of such payments as
    soon as the amount of such payments can be determined. In the event that
    the amount of the estimated payments exceeds the amount subsequently
    determined to have been due, such excess will constitute a loan by the
    Company to you, payable on the fifth day after demand by the Company
    (together with interest at the rate of 6 percent per annum).

9   MISCELLANEOUS. No provision of this Agreement may be modified, waived, or
    discharged unless such modification, waiver, or discharge is specifically
    approved by the Board and agreed to in a writing signed by you and the
    Chief Executive Officer or the Vice President - Finance, Chief Financial
    Officer of the Company. No waiver by either party to this Agreement at any
    time of any breach by the other party of, or of compliance with, any
    condition or provision of this Agreement to be performed by such other
    party will 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, expressed or implied, with respect
    to the subject matter of this Agreement have been made by either party
    which are not expressly set forth in this Agreement. The validity,
    interpretation, construction, and performance of this Agreement will be
    governed by the laws of the State of Oregon. All obligations of the Company
    to make payments or to provide benefits will be subject to all applicable
    payroll taxes, withholding and reporting requirements.

10  LEGAL FEES AND EXPENSES. The Company will pay or reimburse any reasonable
    legal fees and expenses you may incur in connection with any legal advice
    or legal action to enforce your rights under, or to defend the validity of,
    this Agreement (including all such fees and expenses, if any, incurred in
    contesting or disputing your termination or in seeking to obtain or enforce
    any right or benefit under this Agreement). The Company will pay or
    reimburse such legal fees and expenses on a regular, periodic basis upon
    presentation by you of a statement or statements prepared by your counsel
    in accordance with its usual practices.

11  VALIDITY. The invalidity or unenforceability of any provision of this
    Agreement will not affect the validity or enforceability of any other
    provision of this Agreement, which will remain in full force and effect.

12  DISPUTE RESOLUTION. You and the Company agree that any dispute concerning
    the interpretation or construction of this Agreement or otherwise related
    to this Agreement will be resolved by confidential mediation or binding
    arbitration. The parties will first attempt mediation with a neutral
    mediator agreed upon by the parties. If mediation is unsuccessful or if the
    parties are unable to agree upon a mediator, the dispute will be submitted
    to arbitration pursuant to the procedures of the American Arbitration
    Association ("AAA") or other procedures agreed to by the parties. All
    arbitration proceedings will be conducted by a neutral arbitrator mutually
    agreed upon by the parties. The decision of the arbitrator will be final
    and binding on all parties. The costs of mediation and arbitration will be
    borne by the Company as provided in Section 10 of this Agreement.

13  DEFINITIONS OF CERTAIN TERMS.  For the purposes of this Agreement, the terms
    defined below and used in this Agreement will have the following meanings:

    (a)  BASE SALARY.  "Base Salary" means your annual salary which is payable
         in equal periodic installments according to the Company's customary
         payroll practices.

    (b)  CAUSE. Termination of your employment by the Company for "Cause" means
         any act or omission that is: a breach of your obligations to the
         Company, including but not limited to substantial absence without
         cause, serious breach of confidence, criminal offenses committed at the
         place of work or outside of it, personal dishonesty, incompetence,
         willful misconduct, breach of fiduciary duty involving

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         personal profit, intentional failure to perform stated duties, willful
         violation of any law, rule, or regulation (other than traffic
         violations or similar offenses). OSM may terminate this Agreement
         effective as of the date a written Notice of Termination is given
         specifying the cause.

    (c)  CHANGE IN CONTROL.  A "Change in Control" of the Company means:

         (i)      Any time less than a majority of the directors of the Company
                  are individuals who were either elected by the Board or
                  nominated by the Board of (or a committee of the Board) for
                  election by the stockholders of the Company.

         (ii)     At any time a majority of the Board are individuals who, in
                  connection with a single transaction or a series of related
                  transactions that effects a change in the ownership of the
                  Company, were either not elected by the Board or nominated by
                  the Board (or a committee of the Board) for election by the
                  stockholders of the Company;

         (iii)    Any person (other than (a) an employee benefit plan of the
                  Company, or (b) a corporation owned directly or indirectly, by
                  the stockholders of the Company in substantially the same
                  proportions as their ownership of stock of the Company) is or
                  becomes the beneficial owner (as defined in Rule 13d of the
                  Securities Exchange Act of 1934, as amended), directly or
                  indirectly, of securities of the Company representing
                  twenty-five percent (25%) or more of the combined voting power
                  of the Company's then outstanding securities;

         (iv)     The stockholders of the Company approve (a) a plan of complete
                  liquidation of the Company, other than in connection with the
                  complete cessation of the business activities conducted with
                  the Company's operating assets, or (b) an agreement is entered
                  for the sale or disposition by the Company of all or
                  substantially all of the Company's assets except pursuant to
                  an order of a bankruptcy court having jurisdiction of the
                  Company. For purposes of clause (b), the term "the sale or
                  disposition by the Company of all or substantially all of the
                  Company's assets" shall mean a sale or other disposition
                  transaction or series of related transactions involving assets
                  of the Company or of any direct or indirect subsidiary of the
                  Company (including the stock of any direct or indirect
                  subsidiary of the Company) in which the value of the assets or
                  stock being sold or otherwise disposed of (as measured by the
                  purchase price being paid therefore or by such other method as
                  the Board determines is appropriate in a case where there is
                  no readily ascertainable purchase price) constitutes more than
                  two-thirds (2/3) of the fair market value of the Company (as
                  hereinafter defined). For purposes of the preceding sentence,
                  the "fair market value of the Company" shall be the aggregate
                  market value of the Company's outstanding common stock (on a
                  fully diluted basis) plus the aggregate market value of the
                  Company's other outstanding equity securities, if any. The
                  aggregate market value of the Company's common stock shall be
                  determined by multiplying the number of shares of the
                  Company's common stock (on a fully diluted basis)outstanding
                  on the date of the execution and delivery of a definitive
                  agreement with respect to the transaction or series of related
                  transactions (the "TRANSACTION DATE") by the average closing
                  price of the Company's common stock for the ten (10) trading
                  days immediately preceding the Transaction Date. The aggregate
                  market value of any other equity securities of the Company
                  shall be determined in a manner similar to that prescribed in
                  the immediately preceding sentence for determining the
                  aggregate market value of the Company's common stock or by
                  such other method as the Board shall determine is appropriate;
                  provided that, in the event that on the Transaction Date there
                  is no public market for such common stock or other equity
                  security, the fair market value of the equity securities or
                  common stock shall be as reasonably determined by the Board;
                  or


         A Change in Control "occurs" on the date the Change in Control first
         occurs; provided, however, that if (A) your employment is terminated by
         the Company after an offer described in the first sentence of Section
         1(b) of this Agreement is made, (B) it is reasonably demonstrated that
         your termination was at the request of a third party who is seeking to
         effect a Change in Control or otherwise occurred as a result of an
         anticipated Change in Control, and (C) a Change in Control in fact
         occurs within 120 days

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         after your termination, then for purposes of determining your right to
         any severance compensation and benefits under this Agreement, your
         termination shall be deemed to have occurred after a Change in Control.

    (d)  CODE.  "Code" means the Internal Revenue Code of 1986, as amended, or
         corresponding provisions of subsequent superseding federal revenue
         laws.

    (e)  DATE OF TERMINATION.  "Date of Termination" means the date on which a
         Notice of Termination is given.

    (f)  EXCISE TAX.  "Excise Tax" means a tax imposed by Section 4999(a) of the
         Code, or any successor provision, with respect to "excess parachute
         payments" as described in Section 280(G)(b) of the Code.

    (g)  GOOD REASON. Termination by you of your employment for "Good Reason"
         means termination based on any of the following, without your express
         written consent, unless, such circumstances are fully corrected prior
         to the Date of Termination specified in the Notice of Termination given
         in respect thereof:

         (i)      a significant reduction by the Company in the duties and
                  responsibilities assigned to you from those assigned
                  immediately before the Change in Control;

         (ii)     the unlawful harassment by the Company or the owners thereof
                  of you so as to adversely affect the performance of your
                  assigned duties and responsibilities;

         (iii)    a reduction by the Company of 90% or more in your annual base
                  pay as in effect on the date the Change in Control occurs;

         (iv)     a geographical relocation of you is ordered by the Company or
                  its successor to an area other than a 50 mile radius of
                  Portland, Oregon; or

         (v)      the failure by the Company to pay any portion of your current
                  compensation or to pay you any portion of an installment of
                  deferred compensation under any deferred compensation
                  agreement of the Company within seven (7) days of the date of
                  such compensation is due.

    (h)  GROSS-UP PAYMENT.  "Gross-Up Payment" means a payment described in
         Section 4 of this Agreement with respect to an Excise Tax.

    (i)  NOTICE OF TERMINATION. "Notice of Termination" means a written notice
         communicated by the Company to you or by you to the Company of
         termination of your employment with the Company. For purposes of this
         Agreement, Notice of Termination of your employment given by the
         Company must indicate the specific termination provision in this
         Agreement relied upon, and must set forth in reasonable detail the
         facts and circumstances claimed to provide a basis for termination of
         your employment under the provision so indicated.

    (j)  OUTSIDE TAX COUNSEL.  "Outside Tax Counsel" means Schwabe, Williamson
         & Wyatt, P.C., or in the event such counsel are unavailable by reason
         of conflict or for any other reason, another law firm in Portland,
         Oregon, selected by you that is reasonably satisfactory to the Company.
         The Company will not unreasonably withhold its approval of counsel
         selected by you as Outside Tax Counsel.

    (k)  PERSON. "Person" means and includes any individual, corporation,
         limited liability company, partnership, trust, group, association, or
         other "person," as such term is used in Section 13(d)(3) or 14(d) of
         the Securities Exchange Act of 1934, as amended.

    (l)  PLAN. "Plan" means any compensation plan such as a plan, program,
         policy, or arrangement providing for incentive or deferred
         compensation, stock options, other stock or stock-related grants or
         awards severance or separation benefit, any employee benefit plan such
         as a thrift, investment, savings,

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         pension, supplemental retirement plan, profit sharing, 401(k), medical,
         disability, long-term care, accident, life insurance, cafeteria, or
         relocation plan or any other plan, program, policy, or arrangement of
         the Company providing similar types of benefits to employees of the
         Company.

    (m)  SEVERANCE PAYMENTS.  "Severance Payments" means the payments to be paid
         to you as described in Section 3(b) of this Agreement.  All severance
         and other payments made by the Company to you are subject to applicable
         tax withholding.

    (n)  SUBSIDIARY. "Subsidiary" means an entity of which more than 50 percent
         of the outstanding voting stock is owned, directly or indirectly, by
         the Company, by one or more other Subsidiaries, or by the Company and
         one or more other Subsidiaries. For the purposes of this definition,
         "voting stock" means stock which ordinarily has voting power for the
         election of directors or managers, whether at all times or only so long
         as no senior class of stock has such voting power by reason of any
         contingency.

    (o)  TOTAL PAYMENTS.  "Total Payments" means all payments or benefits
         payable to you in connection with a Change in Control of the Company,
         including Severance Payments under this Agreement and Other Payments.

    (p)  VOTING SECURITIES.  "Voting Securities" means all issued and
         outstanding securities ordinarily having the right to vote at elections
         of the Company's directors, including without limitation the Company
         shares.


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If you accept and agree to the terms of this Agreement, kindly sign and return
to the Company the enclosed copy of this Agreement, which will then constitute
our agreement on this subject.

Sincerely,

OREGON STEEL MILLS, INC.



---------------------------------
Name:
Title:



Agreed to this            day of
              -----------
            , 2000
------------




---------------------------------
      Management Representative


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