<PAGE>   1
                                                                EXHIBIT 10.12


                              EMPLOYMENT AGREEMENT

         This AGREEMENT, made effective as of January 1, 1998 (the "Effective
Date"), by and between J&L Specialty Steel, Inc., a Pennsylvania corporation
(the "Company") and Kirk F. Vincent (the "Employee").

                                   WITNESSETH:

         WHEREAS, the Company desires to employ Employee and Employee desires to
be employed by the Company upon the terms and conditions set forth herein,

         NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is hereby agreed as follows:

         1.       EMPLOYMENT.
                  (a)      Effective January 1, 1998, the Company hereby agrees
                           to employ Employee as Executive Vice President,
                           Finance and Administration and Chief Financial
                           Officer, Secretary of the Company. Employee shall
                           report directly to the President and Chief Executive
                           Officer of the Company and shall perform such duties
                           as are customarily performed by a person holding the
                           position of Chief Financial Officer in businesses as
                           that engaged in by the Company. In addition, the
                           Purchasing and Traffic, Human Resources and Law
                           Departments of the Company, or areas of comparable
                           responsibility, shall report directly to Employee and
                           Employee should render such other services as may be
                           assigned to him from time to time by the Board or the
                           Chief Executive Officer.

                  (b)      Employee hereby agrees to be employed as Executive
                           Vice President, Finance and Administration and Chief
                           Financial Officer, Secretary of the Company. Employee
                           agrees that he shall at all times faithfully and to
                           the best of his ability, perform all of the duties
                           that may be required of him pursuant to the terms of
                           this Agreement.

                  (c)      As long as the principal offices of the Company are
                           located in Pittsburgh, Pennsylvania, the Employee's
                           principal place of employment shall be at the
                           principal offices of the Company, with appropriate
                           secretarial support, at the Company's expense.

                  (d)      The Company represents and warrants to Employee that
                           this Agreement has been duly and validly authorized
                           and executed by and on behalf of the Company in
                           accordance with its Articles of Incorporation and
                           bylaws and that it constitutes the lawful and valid
                           obligation of the Company.

                  (e)      The Employee represents and warrants to the Company
                           that he is free to accept employment hereunder and
                           that he has no prior or other obligations


<PAGE>   2

                           or commitments of any kind that would in any way
                           hinder or interfere with his acceptance of, or the
                           full performance of, such employment.

         2.       TERM.

                  Unless earlier terminated in accordance with the provisions of
                  Paragraph 4 below, this Agreement shall continue for an
                  initial period beginning as of the Effective Date and ending
                  three (3) years from the Effective Date ("the Initial Term").

         3.       COMPENSATION AND RELATED MATTERS.

                  (a)      Base Salary. During the Employee's employment
                           hereunder, the Company shall pay to the Employee an
                           annual base salary effective January 1, 1998 of
                           $240,000 and Employee shall receive such amount less
                           such deductions as are required by law or that
                           Employee may elect in accordance with Company policy
                           and procedure. For each contract year after 1998, the
                           Board shall set Employee's annual base salary prior
                           to the beginning of such year, provided that such
                           annual base salary may not be lower than the previous
                           year's annual base salary.

                           The base salary shall be payable in equal periodic
                           installments in accordance with the Company's salary
                           practices. The base salary payments hereunder shall
                           not in any way limit or reduce any other obligation
                           of the Company hereunder, and no other compensation,
                           benefit or payment hereunder shall in any way limit
                           or reduce the obligation of the Company to pay the
                           Employee's base salary hereunder.

                  (b)      Restricted Shares. The Company shall reserve as an
                           equity performance bonus up to thirty six thousand
                           (36,000) restricted shares of the Company's common
                           stock, (the "Shares"), in accordance with the terms
                           and conditions of the Company's 1993 Stock Incentive
                           Plan, or successor plan, and pursuant to such other
                           terms and conditions as may be established by the
                           Incentive Based Compensation Committee of the
                           Company's Board of Directors. The Company shall
                           recommend to the Incentive Based Compensation
                           Committee that shares be awarded to Employee on or
                           before the dates and in the amounts set forth below:

                                        January 1, 1998 - 18,000 shares
                                        January 1, 1999 - 18,000 shares

                  (c)      Profit Sharing. During the term of this Agreement,
                           Employee shall be designated a participant in the
                           Senior Management Incentive Plan (the "Incentive
                           Plan") at a new Incentive Award Schedule A, Position
                           Level B (80% maximum award potential) with
                           performance levels (Threshold, Targets and Maximum
                           performance levels) consistent with other performance
                           levels set forth in the Incentive Plan, as the same
                           may be amended from time to time.



                                       2
<PAGE>   3

                  (d)      Supplemental Retirement Plan. Employee shall be
                           deemed a participant in the Company's Executive
                           Benefit Plan whose participation began prior to May
                           1, 1992, and on the Effective Date shall be credited
                           with Years of Service under such Plan beginning on
                           December 1, 1979. Employee's supplemental benefit
                           shall be paid to him in accordance with the terms of
                           the Executive Benefit Plan or in a lump sum
                           (calculated in accordance with the terms of the
                           Executive Benefit Plan) within thirty (30) days
                           following termination of this Agreement by the
                           Company without Cause or by the Employee with Good
                           Reason.


                  (e)      Memberships. During the term of Employee's employment
                           hereunder Employee shall receive reimbursement from
                           the Company for membership and club dues of the
                           Employee at a downtown luncheon club, a health club
                           and a country club of his choice, and for such other
                           memberships and club dues as the Chief Executive
                           Officer of the Board determines are reasonable and
                           necessary for the purpose of promoting and
                           maintaining the business of the Company. It is
                           further agreed that if Employee's employment under
                           the Agreement terminates because of Employee's
                           election to retire under the provisions of any of the
                           Company's qualified or non-qualified pension plans,
                           Company shall, to the extent it has the right to do
                           so under applicable club rules and membership
                           contracts, assign to Employee (or, in the case of
                           Employee's death, to his spouse at the time of his
                           death, if any, otherwise to his heirs) such existing
                           memberships in such clubs.

                  (f)      Expenses. During the term of the Employee's
                           employment hereunder, the Employee shall receive
                           reimbursement from the Company for all reasonable
                           expenses incurred by the Employee in performing
                           services hereunder, including, without limitation,
                           all expenses of travel and living expenses while away
                           from home on business at the request of or in the
                           service of the Company, provided that such expenses
                           are incurred and accounted for in accordance with the
                           standard policies and procedures established by the
                           Company for reimbursement of expenses.


                  (g)      Vacation. In addition to all holidays provided other
                           employees of the Company, Employee shall be entitled
                           to vacation in accordance with standard Corporate
                           policy.

                  (h)      Automobile. During the term of this Agreement, the
                           Company shall make available to the Employee, at his
                           request and for his use (without personal mileage
                           reimbursement), an automobile registered and owned by
                           the Corporation of a class at least comparable to the
                           car now provided to Employee by the Company.

                   (i)     Other Benefits. The Employee shall be entitled to
                           participate in the same manner as other executives of
                           the Company in such life insurance,



                                       3
<PAGE>   4

                           medical, dental, disability, pension and retirement
                           plans and other programs as may be approved from time
                           to time by the Company for the benefit of its
                           executives, except any other such plan or program
                           with respect to which Employee voluntarily executes a
                           legally effective waiver. Except as provided in
                           Paragraph 3(k) hereof, nothing herein shall affect
                           the Company's right to amend, modify or terminate any
                           retirement or other benefit plan at any time for any
                           reason.

                  (j)      Gross-Up. The reimbursements and benefits provided
                           under Paragraphs 4(e) and (h) shall be grossed-up for
                           federal, state and local income taxes actually
                           payable thereon by Employee, such that after giving
                           effect to such taxes the Employee will retain an
                           amount equal to such pre-tax reimbursement.

                  (k)      Amendment. Despite authority to amend and terminate
                           the Incentive Plan, the 1993 Stock Incentive Plan and
                           the Executive Benefit Plan contained in those plans,
                           the Company agrees that it will not, at least until
                           December 31, 2000 (unless the Agreement, as amended,
                           is sooner terminated pursuant to Paragraph 4
                           thereof), either terminate any of those plans, or
                           amend them in any way that would reduce the benefits
                           to which the Employee would otherwise become entitled
                           thereunder without the prior written consent of
                           Employee.

         4.       TERMINATION OF EMPLOYMENT.

                  This Agreement and the Employee's employment hereunder may be
                  terminated without any breach of this Agreement only under the
                  following circumstances during the term of this Agreement:

                  (a)      Termination by Employee. Employee may terminate his
                           employment with the Company for Good Reason or for
                           any other reason by giving the Company not less than
                           thirty (30) days prior written notice of the
                           termination of his employment. For purposes of this
                           Agreement, "Good Reason" shall mean any failure by
                           the Company to comply with any material provision of
                           this Agreement.

                  (b)      Death. The Employee's employment hereunder shall
                           terminate upon his death.

                  (c)      Disability. If (i) the Employee is deemed disabled
                           under the Company's Disability Benefit Plan, or any
                           successor plan in which Employee participates, and
                           the Employee shall have been absent from his duties
                           hereunder, with the approval of a physician selected
                           or approved by the Company, for a period of six (6)
                           consecutive months during the term of this Agreement,
                           and (ii) within thirty (30) days after written notice
                           of termination is given by the Company to the
                           Employee (which may occur at or after the end of such
                           six (6) month period) the Employee shall not



                                       4
<PAGE>   5

                           have returned to the performance of the duties
                           hereunder on a full-time basis; then the Company may
                           terminate the Employee's employment hereunder.

                  (d)      Termination by Company. The Company may immediately
                           terminate the Employee's employment hereunder for
                           Cause or for any reason other than for Cause by
                           giving Employee not less than thirty (30) days prior
                           written notice. For purposes of this Agreement,
                           "Cause" shall mean (i) the willful and continued
                           failure by Employee to substantially perform his
                           duties hereunder (other than any such failure
                           resulting from Employee's incapacity due to physical
                           or mental illness) after demand for such substantial
                           performance is delivered by Company specifically
                           identifying the manner in which the Company believes
                           Employee has not substantially performed his duties,
                           (ii) his conviction of or plea of guilty or nolo
                           contendere to a felony or other crime involving moral
                           turpitude or misappropriation of funds, (iii) the
                           willful engaging by the Employee in misconduct which
                           is materially injurious to the Company, monetarily or
                           otherwise.

                  (e)      Effect of Termination. If Employee is appointed to
                           the Company's Board of Directors, any termination of
                           this Agreement will automatically act as a
                           resignation of Employee from the Company's Board,
                           effective as of the date of termination.

         5.       COMPENSATION UPON TERMINATION OF EMPLOYMENT.

                  (a)      Disability. During any period that the Employee is
                           deemed disabled under the Company's Disability
                           Benefit Plan or any successor plan in which Employee
                           participates ("Disability Period"), the Employee
                           shall continue to receive his full base salary,
                           profit sharing bonuses and restricted stock awards,
                           together with the benefits and participation rights
                           stated above, at the rate then in effect for such
                           period until the expiration of the Initial Term or if
                           the Initial Term has ended, until the expiration of
                           any renewal periods. Payments so made to the Employee
                           during the Disability Period shall be reduced by the
                           sum of the amounts, if any, payable to the Employee
                           under any disability benefit plans of the Company.
                           After expiration of the Initial Term or any extension
                           periods, Employee may be entitled to receive any
                           disability benefits provided by the Company as well
                           as any other benefits payable under any Company
                           welfare, pension or benefit plans in which Employee
                           participates, but Employee shall not be entitled to
                           receive the Severance Payment (as hereinafter
                           defined).

                  (b)      Death, Termination by Company for Cause or
                           Termination by Employee Without Good Reason. If the
                           Employee's employment shall be terminated as a result
                           of Employee's death under Paragraph 4(b) hereof or
                           for Cause under Paragraph 4(d) hereof, or by Employee
                           under Paragraph 4(a) hereof for any reason other than
                           Good Reason, the Company shall pay the Employee his
                           full base salary through the date of termination at
                           the rate in



                                       5
<PAGE>   6

                           effect at the time a notice of termination is given
                           plus all accrued and unpaid benefits (including all
                           life insurance, profit sharing bonus, pension, health
                           and welfare benefits in which the Employee was a
                           participant in accordance with the terms of such
                           plans) and the Company shall have no further
                           obligations whatsoever under this Agreement except as
                           expressly provided otherwise in this Agreement or
                           under any plan or benefit stated above.

                  (c)      Termination by Company Other Than for Cause;
                           Termination by Employee for Good Reason. If the
                           Employee's employment is terminated by the Company
                           other than for Cause, or if Employee shall terminate
                           his employment for Good Reason, then Employee shall
                           be entitled to receive, within thirty (30) days of
                           termination, a lump sum payment equal to the sum of
                           his annualized base salary in the year of termination
                           and profit sharing bonus (as calculated below) for
                           the greater of (i) the balance of the Initial Term,
                           or (ii) for two (2) years, plus all accrued and
                           unpaid benefits (including the awarding of any shares
                           of restricted stock that have not yet been awarded
                           under Paragraph 3(b) hereof) that Employee would have
                           earned or accrued during such period had his
                           employment not been so terminated (including years of
                           service and participation for such period under the
                           Executive Benefit Plan) to the extent permitted by
                           law or under the terms of any qualified welfare or
                           pension plan (collectively, the "Severance Payment").
                           The Employee's profit sharing bonus for purposes of
                           this Paragraph 5(c) shall be calculated by applying
                           the average of the two highest percentages used to
                           calculate the amounts earned by Employee under the
                           Incentive Plan in any of the five (5) immediately
                           preceding years.

                  (d)      Retirement. In no event shall Employee be entitled to
                           receive the Severance Payment if this Agreement
                           terminates as a result of Employee's election to
                           retire under the provisions of any of the Company's
                           qualified or non-qualified pension plans.

                           Notwithstanding any provision in the Executive
                           Benefit Plan to the contrary and regardless of
                           whether Employee is vested under such plan, in the
                           event of termination as described in Paragraph 5(c),
                           the Employee's retirement benefit payable under the
                           Executive Benefit Plan shall be paid to the Employee
                           in a single lump-sum payment as soon as practical
                           following the occurrence of the event which gives
                           rise to the right to payment. Such lump-sum payment
                           shall be calculated in accordance with the terms of
                           the Executive Benefit Plan and this Agreement and
                           shall be in full satisfaction of any right the
                           Employee may have to payment of a retirement benefit
                           under the Executive Benefit Plan. To the full extent
                           necessary to carry out the intent of the foregoing,
                           this Agreement shall also be deemed to have amended
                           the Executive Benefit Plan, effective as of the
                           effective date of this Agreement.



                                       6
<PAGE>   7


         6.       CORPORATE BOARDS AND OTHER MEMBERSHIPS.

                  As long as the Employee is Executive Vice President, Finance
                  and Administration and Chief Financial Officer, Secretary of
                  the Company, any corporate boards of directors on which the
                  Employee wishes to serve must have the prior approval of the
                  Chief Executive Officer of the Company. At such time as the
                  Employee ceases to act as Executive Vice President, Finance
                  and Administration and Chief Financial Officer, Secretary of
                  the Company, the Employee may serve on additional boards of
                  directors subject to the terms of this Agreement, including
                  Paragraph 8 hereof.

         7.       NON-DISCLOSURE OF INFORMATION.

                  (a)      Employee shall not, directly or indirectly, disclose
                           to any person or entity for any reason, or use for
                           his own personal benefit, any Confidential
                           Information (as defined below) either during his
                           employment with the Company or at any time
                           thereafter.

                  (b)      Employee shall, at all times take all precautions
                           necessary to protect from loss or disclosure by him
                           of any and all documents or other information
                           containing, referring to or relating to such
                           Confidential Information. Upon termination of his
                           employment with the Company the Employee shall
                           promptly return to the Company any and all documents
                           or other tangible property containing, referring to
                           or relating to such Confidential Information, whether
                           prepared by him or others.

                  (c)      Notwithstanding any provision to the contrary in this
                           Paragraph 7, this paragraph shall not apply to
                           information which the Employee is legally required to
                           disclose or to information which must be disclosed in
                           connection with the performance of Employee's duties
                           hereunder or to information which has become part of
                           the public domain or is otherwise publicly disclosed
                           through no fault or action of the Employee. If
                           Employee has reason to believe that he may be legally
                           required to disclose Confidential Information, he
                           shall give the Company reasonable notice prior to
                           disclosure so that it may seek to protect the
                           confidentiality of such information.

                  (d)      For purposes of this Agreement "Confidential
                           Information" means any information relating in any
                           way to the business of the Company disclosed to or
                           known to the Employee as a consequence of, result of,
                           or through the Employee's employment by the Company
                           which consists of technical and non-technical
                           information about the Company's products, processes,
                           programs, strategic plans, concepts, forms, business
                           methods, data, any and all financial and accounting
                           data, marketing, customers, customer lists, and
                           services and information corresponding thereto
                           acquired by the Employee during the term of the
                           Employee's employment by the



                                       7
<PAGE>   8

                           Company. Confidential Information shall not include
                           any of such items which are published or are
                           otherwise part of the public domain, or freely
                           available from trade sources or otherwise.

         8.       RESTRICTIONS ON COMPETITION.

                  In consideration of the Company entering this Agreement,
                  Employee covenants and agrees that for a period of two (2)
                  years (or one (1) year in the case of retirement under
                  Paragraph 5(d) hereof) following the termination of Employee's
                  employment under Paragraphs 5(a), (b), or (d) hereof, Employee
                  shall not, directly or indirectly engage in, participate in or
                  assist, as principal or agent, officer, director, employee,
                  franchisee, consultant, shareholder, or otherwise, alone or in
                  association with any other person, corporation or other
                  entity, any business within the stainless steel industry whose
                  activities, services or products are directly or indirectly
                  competitive with the activities, services or products of the
                  Company or its subsidiaries anywhere in the United States;
                  provided, however, that the foregoing restriction shall not
                  apply in the case of ownership of the stock of a company which
                  is traded either on a national or a regional stock exchange or
                  over-the-counter, where Employee directly or indirectly owns
                  less than 5% of the stock of such company or in the case that
                  Employee is offered a position of President or higher with a
                  stainless steel sheet, strip or plate producer (and a
                  comparable position in title, compensation and responsibility
                  is not offered with Usinor or its affiliates, in the United
                  States or a mutually agreeable foreign country).

         9.       RESTRICTIONS ON SOLICITATION.

                  (a)      Employee agrees that during his employment with the
                           Company he shall not, directly or indirectly, solicit
                           the trade of or trade with, or otherwise do business
                           with, any customer or prospective customer of the
                           Company for any direct or indirect competitor of the
                           Company. In consideration of the Company entering
                           this Agreement, Employee further agrees that during
                           the period, if any, in which he is bound by the
                           restrictions on competition set forth in Paragraph 8
                           hereof, Employee shall not, directly or indirectly,
                           solicit the trade of or trade with, any customer or
                           prospective customer of the Company on behalf or for
                           the benefit of any direct or indirect competitor of
                           the Company, or directly or indirectly, solicit or
                           induce, or attempt to solicit or induce, any employee
                           of the Company to leave the Company for any reason
                           whatsoever or hire any employee of the Company.

                   (b)     During his employment with the Company, Employee
                           shall not take any action which might divert from the
                           Company any opportunity which would be within the
                           scope of any present or contemplated future business
                           of the Company.




                                       8
<PAGE>   9


10.      SURVIVAL AND ENFORCEMENT.

                  (a)      The provisions set forth in Paragraphs 7, 8 and 9 of
                           this Agreement shall survive the termination of
                           Employee's employment with the Company, or the
                           expiration of this Agreement, as the case may be, and
                           shall continue to be binding upon Employee in
                           accordance with their respective terms.

                  (b)      Employee recognizes and acknowledges that the
                           services to be rendered by him hereunder are of a
                           special and unique character and that the
                           restrictions on Employee's activities contained in
                           this Agreement are required for the Company's
                           reasonable protection. Employee agrees that if he
                           shall breach Paragraphs 7, 8 or 9 of this Agreement,
                           the Company will be entitled, if it so elects, to
                           institute and prosecute proceedings at law or in
                           equity to obtain damages with respect to such breach
                           or to enforce the specific performance of this
                           Agreement by Employee or to enjoin Employee from
                           engaging in any activity in violation hereof.

                  (c)      Notwithstanding Paragraph 13 of this Agreement, the
                           parties hereto agree that any actions to enforce
                           Paragraphs 7, 8 or 9 of this Agreement shall be
                           brought before the Court of Common Pleas of Allegheny
                           County, and the parties hereto hereby consent to the
                           jurisdiction of such court. If any provision or
                           provisions of Paragraphs 7, 8 or 9 shall be deemed
                           invalid or unenforceable, either in whole or in part,
                           this Agreement shall be deemed amended to delete or
                           modify, as necessary, the offending provision or
                           provisions and to alter the bounds thereof in order
                           to render it valid and enforceable.

         11.      NOTICES.

                  For the purpose of this Agreement, notices, demands 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, unless otherwise specified, mailed by United
                  States certified mail, return receipt requested, postage
                  prepaid, addressed as follows:

                  If to the Employee:       Kirk F. Vincent
                                            617 West Drive
                                            Sewickley, PA 15143


                  If to the Company:        J&L Specialty Steel, Inc.
                                            c/o Chief Executive Officer
                                            One PPG Place, 18th Floor
                                            Pittsburgh, PA 15222




                                       9
<PAGE>   10




                  or to such other address as any party may have furnished to
                  the others in writing in accordance herewith, except that
                  notices of change of address shall be effective only upon
                  receipt.

         12.      KEY MAN LIFE INSURANCE.

                  During the Initial Term and any extension of the Initial Term,
                  Employee agrees to be subject to physical examinations for the
                  purpose of determining his insurability for life insurance for
                  the benefit of the Company. Employee further agrees to execute
                  and deliver any documents that may be necessary for the
                  Company to obtain any such insurance on Employee.
                  Notwithstanding the foregoing provisions, Employee understands
                  and agrees that the Company shall have no obligation to
                  purchase or maintain any key man life insurance on Employee.

         13.      ARBITRATION.

                  Except as otherwise provided in Paragraph 10 hereof, any claim
                  or controversy arising out of or relating to this Agreement or
                  any breach thereof shall be settled by arbitration, in
                  accordance with the then current rules of the American
                  Arbitration Association before a panel of three arbitrators.
                  Any such arbitration shall take place in Pittsburgh, PA.
                  Judgment upon the written award rendered by a majority of the
                  arbitrators may be entered in the court having jurisdiction
                  thereof. The written decision of a majority of the arbitrators
                  shall be valid, binding and final, and shall be a condition
                  precedent to any legal action that any party may contemplate
                  against the other, except to compel arbitration pursuant
                  hereto.

         14.      VALIDITY.

                  The invalidity or unenforceability of any provision or
                  provisions 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.

         15.      COUNTERPARTS.

                  This Agreement may be executed in one or more counterparts
                  each of which shall be deemed to be an original but all of
                  which together will constitute one and the same instrument.

         16.      MODIFICATION.

                  This Agreement sets forth the entire agreement and
                  understanding of the parties concerning the subject matter
                  hereof and supersedes all prior agreements, arrangements and
                  understandings between the parties hereto. No representation,
                  promise, inducement or statement of intention has been made by
                  or on behalf of either party hereto that is not set forth in
                  this Agreement. This Agreement may



                                       10
<PAGE>   11

                  not be amended or modified except by written instrument
                  executed by the parties hereto.

         17.      BINDING EFFECT ON AND ASSIGNMENT BY EMPLOYEE.

                  The terms and provisions of this Agreement shall be binding on
                  and inure to the benefit of the Employee, his heirs at law,
                  legatees, distributees, executors, administrators and other
                  legal representatives. Neither this Agreement nor any of the
                  Employee's interests, rights or obligations hereunder shall be
                  assignable by the Employee.

         18.      ATTACHMENT.

                  Except as required by law, the right to receive payments under
                  this Agreement shall not be subject to anticipation, sale,
                  pledge, encumbrance, charge, levy, or similar process or
                  assignment, and any attempt to do so shall be null and void.

         19.      BINDING EFFECT ON AND ASSIGNMENT BY COMPANY.

                  The terms and provisions of this Agreement shall inure to the
                  benefit of and be binding upon the Company and any corporate
                  or other successor of the Company which shall acquire,
                  directly or indirectly, by merger, acquisition, consolidation,
                  purchase, or otherwise, all or substantially all of the equity
                  or assets of the Company. Nothing in the Agreement shall
                  preclude the Company from consolidating or merging into or
                  with or transferring all or substantially all of its equity or
                  assets to another person or entity. The Company may freely
                  assign this Agreement and any portion of its rights and
                  interests herein. In such event, such other person or entity
                  shall assume this Agreement and all obligations of the Company
                  hereunder. Upon such consolidation, merger, or transfer of
                  equity or assets and assumption, the term the "Company" as
                  used herein, shall mean such other person and this Agreement
                  shall continue in full force and effect.

         20.      WAIVERS.

                  Any waiver by a party of any breach of this Agreement by any
                  other party shall not be construed as a continuing waiver or
                  as a consent to any subsequent breach by any other party.
                  Except as otherwise expressly set forth herein, no failure on
                  the part of any party hereto to exercise and no delay in
                  exercising any right, power or remedy hereunder shall operate
                  as a waiver thereof, nor shall any single or partial exercise
                  of any right, power or remedy hereunder preclude any other or
                  further exercise thereof or the exercise of any other right,
                  power or remedy.




                                       11
<PAGE>   12




         21.      HEADINGS.

                  The headings of the paragraphs of this Agreement have been
                  inserted for convenience of reference only and shall in no way
                  restrict or modify any of the terms or provisions hereof.

         22.      GOVERNING LAW.

                  This Agreement shall be governed and construed and the legal
                  relationship of the parties determined in accordance with the
                  laws of applicable to contracts executed and to be performed
                  solely in Pennsylvania.

         IN WITNESS WHEREOF, the parties have executed the Agreement as of the
11th day of March, 1998.


EMPLOYEE                         J&L SPECIALTY STEEL, INC.


/s/ KIRK F. VINCENT              By: /s/ EUGENE A. SALVADORE
-------------------------            ------------------------------
Name:  Kirk F. Vincent           Name:  Eugene A. Salvadore
                                 Title: President and Chief Executive Officer







                                       12